ATTENTION TO DETAIL

ANNUAL REPORT FY22

No one expected the year to be as out of the ordinary as

theprevious year – but the pandemic kept some surprises

upits sleeve. Despite all the challenges, however, we came

through the year with good progress on our transformation

plan. With our foundations fixed in black and white, we

began to fill in the details, bringing colour and life to the

Ted Baker journey. To complete the picture, read on.

This year, our year end was 29th January 2022.

TTBB

AAR—’R—’2222

1TB | AR—’22

CONTENTS

STRATEGIC REPORT

TED BAKER TODAY

02 Chief Executive’s review

and introduction to Ted Baker

10 From our Interim Chair Helena Feltham

TAKING TED BAKER INTO THE FUTURE

14 Our business model

16 Our strategy

17 — Brand and customers

19 — Product

21 — Digital & capital-light growth

23 — Priority markets

REVIEW OF THE YEAR

26 Chief Financial Officer’s introduction

28 Key performance indicators

30 Business and financial review

38 Fashioning a better future

40 — People

47 — Communities and charity partnerships

48 — Our ethical sourcing programme

52 — Our planet

60 Risk report

67 Going concern and viability disclosure

GOVERNANCE REPORT

72 Board of Directors

74 Executive Team

76 Interim Chair’s introduction to governance

78 The Board’s year

81 Stakeholder engagement s172 compliance

84 Audit & Risk Committee Report

88 Nominations Committee Report

92 Compliance with the Code

96 Remuneration Committee Report

99 Directors’ Remuneration Policy in summary

101 Annual report on remuneration

111 Directors’ Report

114 Statement of Directors’ responsibilities

FINANCIAL STATEMENTS

116 Independent auditor’s report

124 Income statement

125 Statement of comprehensive income

126 Statement of changes in equity

128 Balance sheet

129 Cash flow statement

130 Notes to the financial statements

167 Five-year summary

170 Approach to Task Force on Climate-related

FinancialDisclosures

171 Company information

2 TB | AR—’22

CHIEF EXECUTIVE’S REVIEW

Looking back to the situation we found ourselves in at the start

of the pandemic, we have come a very long way. Through two

years of pandemic uncertainty, we have made good progress

thanks to the actions we have taken to focus on our brand,

ourcustomers and our financial discipline. Our team has

continued to pull together through another incredibly hard

year of disruption and has achieved great things.

Seeing the brighter picture

Rachel Osborne

Chief Executive Officer

SR GR FS

3TB | AR—’22

As always, I am grateful for the ongoing support

of our stakeholders, which has been invaluable

in helping us continue to make progress with

thetransformation of Ted Baker. Despite all the

obstacles we have met through the year, the

business has been on a positive trajectory.

Therewere early signs of customer confidence

returning, with footfall building after lockdowns

ended and other social restrictions were lifted.

There was positive news as we ended the

yearin a net cash positive position and with

significantly reduced losses over the second

halfof the year. But we were left with a feeling

offrustration and optimism – with encouraging

signs in trading in the six weeks from the start of

November, the impact of the Omicron variant

and the accompanying social restrictions had

anegative effect over a critical sales period.

What was set to be a modest return to profit

forthe half year was delayed.

With the lifting of restrictions starting at the end

ofJanuary 2022, we continue to be optimistic

about what we can achieve with Ted Baker

asthe world opens up. As the situation evolves,

people are returning to the workplace, and

weddings and social gatherings are possible

again. As this happens, our customer insight

adds to our confidence that people will seek

outTed Baker’s unique mix of occasionwear

andformalwear, along with our new products,

supporting our return to growth and profit.

A QUICK SKETCH OF THIS YEAR’S

NUMBERS

We continued to deliver against the objectives

inour strategic plan on costs and cash, but

witha renewed focus on driving growth as

theimpactof the pandemic subsided at points

through the year. As a result, and despite the

impact of Omicron over our key sales weeks,

weended the year with a more efficient business

and astrong balance sheet.

We delivered £428.2m revenue for the full year,

up 23.2% in constant currency. Our gross margin

improved by 105 bps to 55.2% and we tightly

controlled our cost base, with our operating

costto sales ratio improving by 700 bps.

As a result, our loss for the year reduced

significantly and we ended the year with

£3 million net cash with an available facility

of£80 million.

“ Our team has continued to pull

together through another incredibly

hard year of disruption and has

achieved great things.”

Rachel Osborne

Chief Executive Officer

52%

Growth in total

newcustomers

CUSTOMERS – DRAWN FROM LIFE

Like any lifestyle brand, our customers

areat theheart of everything we do.

Understanding them is the key to building

our business and over the year we have

worked hard to attract more target

customers, while encouraging them

tobuymore often.

To do this, we invested in a new research

programme that has deepened our

understanding of different customer

segments, their lifestyles, tastes, attitudes

and interests. The ongoing programme

continues to deepen our knowledge,

sowecan be more effective in appealing

to them as we design targeted new products

and ranges.

The depth of this work and the insights are

making a real difference across the whole

process, from product creation to marketing

reach and effectiveness.

4 TB | AR—’22

Sales +20.5%

£428.2m

2021: £355.3m

Underlying loss before tax

£(38.4)m

2 0 21: £(59.2)m

Loss before tax +59.1%

£(44.1)m

2 0 21: £(107.7)m

Underlying gross profit

margin +105bps

55.2%

2021: 54.1%

UK & Europe 69.4%

North America 29.6%

Rest of the World 1.0%

Sales by region

Net cash at year end

£3.1m

2021: £66.7m

Ted Baker in broad brushstrokes

SR GR FS

5TB | AR—’22

Concessions

13 0

2021: 165

Digital mix of retail sales

44.3%

2021: 57.5%

Change in digital sales

(9.7)%

2021: 24.8%

Digital sales

£133.8m

2021: £148.2m

Total brand sales

£ 918 m

2021: £745m

Outlets

2021: 33

Retail 70.5%

Wholesale 26.0%

Licensing 3.5%

Sales by channel

Female 1,586 (71.3%)

Male 630 (28.3%)

Unspecified and gender diverse 8 (0.4%)

Total 2,224

Gender breakdown

Team members

2,224

2 0 21: 2,158

Own stores

2021: 83

6 TB | AR—’22

CHIEF EXECUTIVE’S REVIEW

“ Product licensing is a real strength and

opportunity for Ted Baker, not least for

the income it generates, but also for its

influence on our brand standing with

customers across the world.”

The retail sales picture

Retail sales were disrupted by the lockdowns

andrestrictions over the year, but sales increased

by 17.2% with digital sales delivering 44.3%

(2021: 57.5%). Overall, digital sales demand

stayed above historical levels, up 12.7% on

atwo year basis, but sales fell below the higher

levels we saw during the first lockdown as we

reviewed our promotional approach in line

withstock and liquidity levels. Our digital sales

performance has been strong in the concession

environment, with partners like John Lewis and

Next performing well.

The pick-up in occasionwear in the latter half

ofthe year in both our men’s and women’s

collections, along with formalwear and suits,

wasan encouraging sign that people are ready

to get back to some normality. From a product

point of view, we saw good performance

acrosswomenswear, accessories and footwear.

However, our menswear did not perform as well

as expected.

These positive customer signals allowed us to

move back to our full-price stance and reduce

discounting, with very encouraging progress –

full price sales delivered 810 bps over the year.

This, combined with our ongoing cost disciplines,

contributed to an improved performance.

Where consumer confidence was recovering

inthe first half of the year, we saw significantly

improved sales across our North American

concessions and North American and UK

shopping malls. This was also reflected in the

return of footfall in the first part of Q4, mentioned

above; although this didn’t hit pre-pandemic

levels, we did see an uplift, with many more

customers coming out and shopping. We saw

strong results for the six weeks of trading from the

start of November. The introduction of Omicron

warnings and restrictions in early to mid-

December saw footfall drop away – first in

Europe and then in the UK and US. With the

mood changing with the lifting of restrictions in

the UK in late January, and with more optimism

about the shift in mindset, we hope to see

asimilar return to recovery of footfall.

Shining a light on product licensing

Product licensing is a real strength for Ted Baker,

not only for the income it generates, but also

forits influence on our brand standing with

customers across the world.

Product licensing allows us to expand the

Ted Baker brand across a broader range of

clothing, accessories and homewares. We do

this by working with carefully selected partners

who bring unique supply chain experience

and/or retail distribution.

Our product licensing business punches well

above its weight with customers compared

tohow it shows up in our revenue. Including

royalties from territory licenses, it accounted

for3.5% of revenue in the year but represented

31.0% of brand sales (retail sales to

endcustomer).

SR GR FS

7TB | AR—’22

Our product licence partners work under our

brand guidelines and creative direction.

Ourpartnerships sit within three defined areas:

Specialist clothing categories: including

childrenswear, suiting, lingerie and nightwear,

men’s underwear, fragrance and skincare

Lifestyle accessories: including eyewear,

watches, luggage, jewellery and personal

technology accessories

Home: including bedding, towels, wallpaper

and rugs

Beauty: including fragrance and toiletries.

Income from licences increased by 21.7% to

£15.2 million (2021: £12.4 million), with strong

growth in eyewear in North America and the

UK, as well as another good performance from

childrenswear and lingerie in partnership with

Next. Formalwear sales remained subdued,

particularly in the first half of the year, as people

continued working from home and with the

reduction in the number of weddings and other

formal occasions taking place.

OUR STRATEGY – FROM

MONOCHROME TO TECHNICOLOUR

We have done much of the heavy lifting needed

to move the business forward. We have fixed

thefoundations and brought costs under control

throughout the business. During the year, we

refreshed our strategy to focus on our key areas

for growth.

The strategy continues the focus on our core

priorities. We have made solid progress on all

thepillars in the context of external challenges

including the ongoing pandemic, customer

spending and behaviours, while managing

availability of product and maintaining

aresilientsupply chain.

As we move into our new financial year, our

focusis on core value creation in three key

areas: brand, product and customer. To help us

do this,we brought in our new Chief Customer,

Marketing and Digital Officer, Jason Beckley,

inJanuary 2022.

Brand – creating a consistent and

differentiated image

The strength of the Ted Baker brand is at the

heart of our success. Built over 30 years,

Ted Baker is renowned for offering excellent

design, quality and value. Put simply, customers

love the brand, and this shows up consistently

across all our distribution channels, whether

physical or digital.

The brand remains in robust health, with strong

scores in our core brand metrics – in unprompted

and prompted awareness, affinity, perception

and quality, adding up to a healthy net promoter

score (NPS) despite the pandemic slowing

theopportunities for customers to see and try

product in store. We will continue to work

onourdistinctive brand expression to create

consistency across all channels.

Product – reframing our ranges

We will continue to use what we’ve learnt about

our customers to evolve our range of products

and make them more and more relevant to

people and their lives. The last two years saw

thearrival of lots of new design talent across

thebusiness – in men’s and women’s clothing,

footwear and accessories, and the team has

come together well under our Creative Director

Anthony Cuthbertson. They have been designing

against the new product pyramid we introduced

last year and customers have responded well,

with encouraging sales in womenswear.

Inmenswear, some of the new footwear

andaccessories in our core collection have

performed well. Lessons from our A/W 21

collection are being applied to future collections.

Changes in people’s buying habits are

aconstant challenge to brands in our sector.

Weare not immune to this and during the

pandemic, we have had to find a balance

between following trends and retaining the

essence of what makes Ted Baker clothing

andaccessories so loved by our customers.

Thelessons we have learned from the team’s

firstcollections, along with our deeper

understanding of our customers’ lifestyles and

motivations, are now being applied to fine

tunethe new collections in development.

Adding depth with capital-light investment

Over the last year, we have used short-term

leases to take advantage of changing footfall

patterns and test the viability of stores in new

locations such as Bromley, Leicester and Exeter.

Bringing physical and digital together is the art

ofa strong omnichannel and customer-centric

brand approach. We’re using this strategy to

grow Ted Baker in new and traditional markets.

At the end of the financial year, we signed an

agreement with Robert Goddard, a well-

established franchise partner in the UK. The

agreement will see them create new standalone

Ted Baker stores in a wholesale franchise

relationship that will increase the reach of our

brand while requiring minimal investment from us.

BRAND TRACKER SURVEY

Prompted

awareness Consideration NPS

UK 95% 54% 43%

USA 63% 33% 59%

GERMANY 48% 21% 36%

Source: Truth Consulting

8 TB | AR—’22

CHIEF EXECUTIVE’S REVIEW

Digital: from blueprint to full colour

We launched our new digital platform in March

2022, moving to a modern ‘fit for the future’

architecture that is the foundation for further

development of our integrated digital retail

proposition. The new global digital platform will

enhance the customer experience which should

ultimately lead to increased conversion, digital

marketing efficiency and higher digital sales.

Building the bigger picture on a global scale

As the world moves out of pandemic mindset and

we bring our learnings from our customer insight

project to bear, there are plenty of opportunities

for growth, but we need to make sure we do not

spread ourselves too thinly. We have refined our

fifth strategy pillar to focus on our biggest and

most important markets in the coming year. So we

will continue to re-establish and build Ted Baker’s

position in the UK, while also focusing on the US,

China, Germany and the Middle East.

You can see more details on our refreshed

strategy and five pillars, and find out more about

our thinking on pages 16-24.

ADDING COLOUR TO OUR

ESGAPPROACH

I’m very excited by the progress our team has

made on Ted Baker’s environmental, social

andgovernance (ESG) initiative, ‘Fashioning

aBetterFuture’.

The scope of work is broad – from improving

supply chain transparency to ensuring fair,

ethical and sustainable practices are in place

tocreating ranges with more sustainable cotton,

leather and wool. We relaunched our

eCommerce packaging and retail bags –

andthese are now FSC-certified and 100%

recyclable. We are aiming to have 100%

sustainable customer packaging by 2025,

withall paper-based packaging being made

from recycled materials.

It is vital that we share all this progress on

sustainability with our customers, so in November

we introduced sustainability swing tickets on our

products in stores. These show where products

are made and what they are made from. We

also added a QR code to our packaging and

swing tickets to give customers clear details of

the materials that go into each product.

Last year, we said we would set ambitious

carbon targets to achieve net zero by 2030,

and this year we submitted our carbon reduction

targets for accreditation by the SBTi (Science

Based Targets initiative). We also brought

together a Ted Baker carbon steering group

who are looking at how we will hit our 2030

targets. And we continue to work collaboratively

with other brands in the BRC Climate Action and

Textiles 2030 working groups.

You can read more about our ongoing

sustainability work on pages 52-59.

100%

Recyclable

eCommerce

packaging

SR GR FS

9TB | AR—’22

FROM UGLY TO GORGEOUS

Despite the challenges of the last year and the

potential challenges ahead, we go into this

financial year with our sense of optimism about

the future of Ted Baker stronger than ever.

We are looking forward to moving to our new

London HQ later in the year. Leaving behind the

Ugly Brown Building in St Pancras (which has

been our home for the last 22 years), we will

bring everyone together in the Gorgeous Brown

Building in Fitzrovia, London. Across the Atlantic,

our new North American head office in New

York, Flat 54, Manhattan, has brought together

the whole US team in one place for the first time.

Both spaces represent the spirit of moving

forward together in fresh environments inspired

by our refreshed brand. They will allow us to

continue to build a culture that the Ted Baker

brand, and our people, richly deserve.

The hard work and dedication of our team at

every level has helped us make great strides

forward this year. I would like to thank everyone

for their efforts and positive attitude, and I look

forward to working with them in the coming year.

Rachel Osborne

Chief Executive Officer

nil

60%

Terminal stock

going to landfill

(UK)

Cotton from

sustainable

sources

10 TB | AR—’22

INTERIM CHAIR’S STATEMENT

Following the sudden passing of our Chair, John Barton,

in early December 2021, Senior Independent Director

Helena Feltham became Interim Chair on 4 December 2021.

Our Interim Chair,

HelenaFeltham

The last year has been another hugely

challenging one for Ted Baker and the world at

large. The continuing disruption of Covid made it

difficult for us to plan with the certainty we would

have liked, particularly trying to move forward

after the lockdowns of 2020. With the world still

in lockdown at the start of 2021, everyone was

once again forced to draw on all their reserves

of ingenuity and resilience to keep the wheels

turning. We were all shocked by the events

unfolding in Ukraine and I am proud to report

our team has stepped up, with many people

volunteering to help in any way they can.

Ted Baker also sent an initial financial donation,

along with shipments of clothes and essential

sanitary products.

The whole Ted Baker team, at all levels, worked

hard on many fronts. Their efforts can be seen in

the progress of our strategy, which is now deeply

embedded in the business, setting Ted Baker up

for growth as we move into the new year.

Over the year, the Executive Team did a great job

of keeping the entire team feeling as joined up as

possible while stores were closed and people

continued to work from home. Retaining a sense

of belonging has been hard, and credit is due to

Rachel and the whole team for putting a huge

effort into keeping everyone connected. I’d also

like to thank former CFO David Wolffe for his

support and input to the business over the last two

years and we wish him well in his nextventure.

There have been many difficulties to contend

with over the last year. These are not only due

tothe pandemic and the increasingly

unpredictable world we live in, but also from

unexpected setbacks no one could see coming.

“ Looking back at the end of the

second year of our plan, it is

inspiring to see the advances

the business has made.”

Helena Feltham

Interim Chair

SR GR FS

11TB | AR—’22

For us, it was the sudden loss of our Chair, John

Barton, who led the Board with great skill from

July 2020 until his untimely death in December

2021. John combined a generosity of spirit with

great insight, humility and humour, and his

approach set the tone for the whole Board –

Non-Executives and Executives alike. He has

left us with a commanding legacy of getting on

with what needs doing for all our stakeholders

as we transition into the next stage of

Ted Baker’s journey.

Looking back at the end of the second year of

our plan, it is heartening to see the advances the

business has made. The ongoing tight control of

costs and the net cash positive position we have

achieved is testament to the Executive Team’s

approach. The hard work that went into fixing

the foundations in the previous two years and

consistently maintaining cost disciplines has

made a real difference to the underlying results

this year. We could not have achieved any of

this without the continued belief and support of

our shareholders and lenders.

The first half results were very encouraging and

with the relaxing of social restrictions and no

new lockdowns on the horizon, there was

everything to play for in the second half. In the

first five or six weeks of Q4, with increasing

footfall and improved full price sales, we were

planning to achieve a small but significant profit,

which would have marked a real turning point

for Ted Baker. Frustratingly this was not to be; the

arrival of the Omicron variant and the knock-on

effect of further social restrictions stopped the

world in its tracks again. Despite this, the signs

ofa return to more normal times are evident and

Iam certain we will see a return of customers as

we go back to working in the office, planning

celebrations and organising other social

gatherings as the year unfolds. Given the level

ofmacro-economic uncertainty, and the loss

before tax for the year, the Board has

determined that no dividend will be paid

inrespect of the financial year.

We are all inspired by the work the team

hasdone on our environmental, social and

governance (ESG) initiative, ‘Fashioning a Better

Future’. They have made excellent progress

towards meeting our sustainability targets and

setting ambitious carbon targets to achieve net

zero by 2030.

I would like to thank my Board colleagues for

their insights and efforts over the year. Together,

we have consistently challenged the Executive

Team in a constructive and supportive way. This

has been particularly important, for example, in

guiding development of the digital sales platform

project, which we were delighted to see launch

early in the new financial year.

Ted Baker is committed to having a diverse and

inclusive Board, so we were very pleased to

welcome two new Non-Executive Directors to

improve the balance. Fumbi Chima brings her

experience and expertise in digital transformation

working with fast-growing brandsincluding

adidas, Burberry and American Express.

MegLustman has a wealth of experience

advising CEOs, and from her 35 years in retail,

leading the transformation and growth of some

ofthe UK high street’s best known brands – most

recently as CEO ofHobbs.

Andrew Jennings had intended to retire at the

end of 2021 but has kindly agreed to stay on

asa NED and Chair of the Remuneration

Committee until the AGM in July. His ongoing

support and retail expertise is much appreciated

by all of us on the Board.

While we had made good progress on the

search for a new Chair, on 18 March 2022

Sycamore Partners Management LP announced

that it was considering a possible offer for the

Company and we consequently announced on

4 April 2022 that we had commenced a formal

sale process. The Board considered that

continuity and experience was key to the

Company successfully negotiating this period,

and we accordingly paused the search for

anew Chair pending the outcome of the formal

sale process.

As we move forward, the focus of the Board will

be to continue to achieve the balance between

the support and constructive challenge that is so

valuable to the Executive Team. We continue to

be encouraged by the progress the brand and

business have made, and we are optimistic that

the refreshed strategy will take Ted Baker from

strength to strength in the years to come.

Helena Feltham

Interim Chair

FORMAL SALE PROCESS

On 18 March 2022 Sycamore Partners Management LP announced that it was considering

apossible offer for the Company. While we received offers from Sycamore and other

unsolicited third-party bid interest in relation to the Company, the Board did not consider that

the offers received reflected appropriate value for the Company’s stakeholders. In view of the

interest expressed by potential offerors, and having consulted its major shareholders, the Board

decided to conduct an orderly process to establish whether there is a bidder prepared to offer

a value that the Board considers attractive relative to the standalone prospects of Ted Baker

asa listed company. Accordingly, on 4 April 2022 we announced that we would be

conducting a formal sale process. On 23 May 2022, we announced we were proceeding

with a preferred bidder.

12 JB | 1944–2021

We will miss John’s

wisdom, support and

guidance, as well as

thetwinkle in his eye.

John joined the Ted Baker Board as its Chair in July

2020. He brought with him a wealth of experience,

having held senior non-executive positions in leading

consumer-facing companies, including stints as

ChairofeasyJet, Next and Cable & Wireless.

He was a real find for Ted Baker and his broad

experience, insight and dry sense of humour made

ahuge difference to the business in his time with us.

Itisno exaggeration to say that everyone who met

himloved him; we all feel very fortunate to have had

theopportunity to work with him and learn from him.

John relished the challenges Ted Baker faced and

nothing could put him off his stride. His calm approach

was rooted in deep integrity and humility, which set

thetone for the Board and his interactions with

everyonehe met at every level of the business.

Hugelyencouraging and supportive of the Executive

Team, he was generous with both his time and

knowledge, building close relationships with CEO

Rachel Osborne and the Executive Team as they

navigated the trials of implementing a turnaround

planduring a global pandemic.

We will miss John’s wisdom, support and guidance,

aswell as the twinkle in his eye. Our deepest

sympathiesgo to his wife, Anne, and their family.

A tribute to John Barton 1944 – 2021

Ted Baker Chair, July 2020 – December 2021

SR GR FS

13TB | AR—’22

TTAAKING KING TTED BAED BAKKER ER

ININTTO TO THHE FUTE FUTUURERE

14 Our business model

16 Our strategy

17 — Brand and customers

19 — Product

21 — Digital & capital-light growth

23 — Priority markets

14 TB | AR—’22

OUR BUSINESS MODEL

Over the past 34 years, no other brand has consistently

delivered humour, wit and the unexpected like Ted Baker.

Growing from a single specialist shirt store in Glasgow

tothe global lifestyle brand we are today, consistency

has been the key. As we move forward, we will continue

to finesse our brand expression to ensure we are

consistent at every touchpoint.

The Ted Baker difference

Our unique strengths

Last year our new brand

ambition helped us focus on

exactly why we are here.

Ithas framed Anthony

Cuthbertson and his team’s

approach to design, which

has engaged both new and

loyal customers with the

sense of joy and British wit

that is unique to Ted Baker.

TAKING OUR

BRAND FROM

STRENGTH TO

STRENGTH

Our approach to capital-

light investment has led us

tostrengthen our licensing

partnerships and joint

ventures. Our product

licence income accounts

for3.5% of our revenue

butrepresents 31.0% of

totalbrand sales (retail

sales tocustomers), and

isan important factor in

building the presence of the

Ted Baker name around the

world. This year, we began

exploring opportunities for

new locations in addition

toour traditional stores.

Arecently-signed UK

franchise agreement will

extend our reach with

minimal capital investment

from Ted Baker,

strengthening our presence

and putting the brand in

front of new customers.

AGILE,

CAPITAL-LIGHT

INVESTMENT

As always, our people

continue to be the heart

and soul of the Ted Baker

brand. The continued

commitment and passion

ofour team members

through a second year

ofthe pandemic has been

incredible. We began to

embed our new company

values launched last year,

which were inspired by

what we see in our people

every day. As part of our

inclusion strategy, we

launched the first Ted Baker

employee engagement

survey during the year.

Agreat many of our people

responded and we are

acting on theresults.

THE LIFEBLOOD

OFOUR SUCCESS

–OURPEOPLE

We made excellent

progress on our

sustainability targets this

year – we ended the

yearwith 26% of all our

materials coming from

moresustainable sources,

up from17% last year.

Despite our best efforts,

wemissed our target of

75% for sustainable cotton,

due to the fact wesourced

more cotton than forecast,

at a time of increased

global demand and

decreased supply of

sustainable cotton.

Sixty-five percent of

tanneries we source our

leather from are now part of

the Leather Working Group,

working towards our aim of

100%by 2025.

TRANSPARENT

AND FAIR

– OUR SUPPLY

CHAIN

We continue to distribute

through a strong mix of own

stores and online presence,

concessions, wholesale,

territory franchises and

jointventures, and product

licences. All this allows

ustoreach our customers

through a wide variety of

channels in the UK and in

our international markets.

VARIED

DISTRIBUTION

AND

PARTNERSHIPS

SR GR FS

15TB | AR—’22

FOR OUR SHAREHOLDERS

We have a small number of large shareholders, along

with many other individual shareholders, who continue

to support our growth with their investment and belief in

our brand.

FOR OUR PARTNERS

They are a vital part of our business and future plans.

We have over 50 wholesale partners, 40 product

licence partners and 22 franchise partners in 32 countries

around the world.

FOR OUR COMMUNITIES

We always aim to give back to our communities and

wider society. For example, we are working with the

British Retail Consortium (BRC) to make social mobility

inretail a reality for thousands of people.

FOR OUR PLANET

We aim to be net carbon neutral by 2030 in Scopes 1

and 2. We have submitted our absolute carbon

reduction target of 46% across all Scope 3 operations

by 2030 for accreditation by the SBTi (Science Based

Targets initiative).

A newly-formed internal carbon steering group will

deliver a roadmap to underpin our carbon goals.

We gave 3.6 tonnes of terminal stock to charities rather

than sending to landfill.

All our UK stores and the Ugly Brown Building continue

to use 100% renewable energy.

FOR OUR PEOPLE

Our 2,224 people make Ted Baker the company

weare today. We aim to reward their commitment to

our brand by supporting their wellbeing and helping

them develop their careers and personal aspirations.

Our values

We have a clear set of values, drawn from our

people. They are reflected in, and underpin,

everything we do. During the pandemic, these

behaviours have come to the fore and they

sitatthe heart of our strategy. We are:

AUTHENTIC

CURIOUS

COURAGEOUS

INCLUSIVE

KIND

How we use our strengths

The value we deliver

DESIGN, SOURCE AND MAKE

Designing our clothes and accessories,

guided by the DNA of the brand

SELL

How we reach our customers

Retail — Digital Sales

Wholesale — Licensing

OUR

CUSTOMERS

Retaining our current

customers and

attracting

new ones

16 TB | AR—’22

OUR STRATEGY

Capturing the brilliant, unexpected,

joyous moments that make up

everyday British life

As the world comes out of the pandemic and

learns to live with Covid, we are optimistic

aboutpeople’s return to work, social life and

spontaneity. And we are excited about the

important and joyous part Ted Baker has

toplayin all of this.

We have summarised our refreshed strategy

here. On the following pages, you can read

about our progress to date against our priorities

and our plans for the coming year.

Two years into our strategic plan, we have refreshed our strategy

toreflect our progress and the big ambitions we hold for our brand.

1 see page 17

Refresh our distinct

brand expression

across all

touchpoints

Drive the

activation of the

brand across all

customer and

employee touch

points – online,

stores, partners

and marketing

channels

2 see page 18

Attract, drive

frequency and

retain more target

customers

Develop

adeeper

understanding

ofour customers

to grow market

3 see page 19

Expand our

product and its

relevance

Execute key

learnings from

FY22 into new

ranges

Expand product

portfolio to meet

lifestyle brand

aspirations

4 see page 21

Drive our digital

omnichannel and

capital-light

growth

Drive digital

omnichannel

services in order

toscale a fully

immersive

customer

experience

ofTed Baker

inDirect to

Consumer (DTC)

Continue to use

short-term leases

to test and

explore new,

untapped

markets (physical

and digital)

5 see page 23

Scale up in

prioritymarkets

Re-establish

Ted Baker

asapremium

brandin the UK

Scale up in the

USwith digital

and physical

expansion

enabled by

omnichannel

services

Scale up in

Germany and

Middle East

Become

profitable

andscale up

inChina

Grow in other

territories with

the right model

OUR GOAL IS TO BE THE MOST ENGAGING BRITISH LIFESTYLE BRAND

Growth driversStrategic priorities

SR GR FS

17TB | AR—’22

OUR STRATEGY: BRAND AND CUSTOMERS

REMINDING OURSELVES WHY CUSTOMERS LOVE TED BAKER

Our new Chief Customer, Marketing and Digital Officer

JasonBeckley explains why customers feel a great affinity

for the Ted Baker brand. Here, he gives an overview of the

work we have done recently to understand our customers

better than ever, how we will attract and retain more of our

target customers and interact more frequently with them.

What makes the Ted Baker brand

soenduring?

Jason: Great brands resonate on multiple levels.

They connect to us because of their values and

beliefs as well as the products or services they

offer. What they stand for is as important as

whatthey sell. We run frequent and in-depth

consumer studies at Ted Baker to find out

exactlywhat people think, and the most

impressive thing is the huge amount of goodwill

people feel towards the brand. Ted Baker stands

for positivity; it has a lightness, doesn’t take life

“ Ted Baker has

alwaysbeen about

personal style and

ourmarketing has to

amplify that. It means

putting the customer

atthe heart of

everything we do.”

Jason Beckley

Chief Customer, Marketing and

DigitalOfficer

too seriously and there is a feeling of inclusivity.

All of this gives the brand a truly unique DNA

which we must always hold in high regard as

wegrow and develop. There was a phrase

fromthe early days of the brand that said,

“itmust be Ted at ten paces”. It’s a powerful

idea– we must celebrate what makes us

different and unique asa brand. Our customers

are clear that it is this that makes Ted Baker no

ordinary lifestyle brand.

Refreshing our distinct brand expression

acrossall touchpoints

Growth drivers 1&2

18 TB | AR—’22

OUR STRATEGY

95%

Prompted

awareness of

thebrand (UK)

How are you refreshing the brand

positioning?

Jason: Refresh is the optimal word, certainly

notreinvent or reappraise. This is a brand that

ishighly recognisable and has really strong

consumer affinity. We must build from what

weare, what we’re famous for and why we’re

admired. The Ted Baker code gives us all

weneed to stay relevant and contemporary.

Theaim is to refresh this code but to never

losesight of it.

How do you see Ted Baker’s approach to

marketing evolving?

Jason: We will be taking a content-driven,

consumer-focused approach to communication,

looking to develop and build a connected and

engaged community around the brand that

shares our values. At both customer level and

with partners, collaborations and capsules,

we’re reflecting a lifestyle and want to be

present in some way in many aspects of our

customers’ lives. We must keep the brand

proposition fresh and innovative.

Ted Baker has always been about personal

styleand our marketing needs to amplify that.

Itmeans putting the customer at the heart of

everything we do. It means looking at things in

aholistic way and controlling our output with

great discipline. We must view everything –

stores, online, social channels – through the

lensofour brand. We are proud to be the

custodians of a very special thing here at

Ted Baker – everything we do must be additive,

always expanding and developing the

Ted Baker philosophy.

What is Ted Baker doing to get closer to

itscustomers?

Jason: We have a brand first, customer-centric

approach to our strategic development.

Sogetting closer to the customer is paramount

toour success. There is no magical formula for

this, our approach is quite simple – we talk to

them. Over the past 18 months we have built

animpressive structure of insight and consumer

data. We interview and interact with thousands

of customers across our major markets each

month and use their input as a basis for decision

making. These are major qualitative and

quantitative studies that provide a detailed

andrich data set of choices, aspirations,

demographics and reactions.

It gives us a window into our brand through

acustomer lens – it allows us to measure

ourselves on what they think. We have now

segmented ourcustomers to a much more

detailed level, andmapped them to our product

and marketing creative process. This has given

usa strategy based on data that brings to life

areal customer target – as it means we can now

inspire them withexceptional creativity. What we

do know and can evidence is the great affinity

for Ted Baker by customers – perceptions of

quality and being abrand worth buying is very

strong. It’s clear thatour customers feel good

when they wear Ted Baker and with prompted

awareness at 95%in the UK and growing brand

awareness inthe US and Germany, we are

building on very strong foundations.

Ted Baker’s brand optimism, versatility,

playfulness, the colour and prints – these are

theelements we are known and wanted for.

With everything we’ve learned, we know the

brand is well positioned in customers’ minds.

It’san opportunity we can be confident in –

nowwe can work together to cut through

creatively and capture our customers’

imagination as we ramp up our investment

inthebrand across our focus markets.

SR GR FS

19TB | AR—’22

OUR STRATEGY: PRODUCT

Expand our product

anditsrelevance

CREATING DESIRABLE, BEAUTIFUL AND MORE SUSTAINABLE PRODUCTS

Anthony Cuthbertson, our Global Creative Director, explains

howheand his team are approaching designing our new

collections with an eye on the future. And Cat Lee, our Ethics,

Communities & Sustainability Lead, shares how design and

sustainability come together to create beautiful clothes

andaccessories that are kinder to the planet.

How has your approach evolved over

theyear?

Anthony: We have a very clear vision and

strategy and, together with the team, we’ve

takenthe insights from our customer research

and we’re feeding that into the new ranges.

Ithas been incredibly useful to see the data and

understand why people are buying particular

pieces from our website, in store or from one

ofour partners like John Lewis, Next, Zalando

orBloomingdales. It all helps evolve the

newcollections.

How does that play out in the clothes

themselves?

Anthony: As a British global lifestyle brand,

wealways look at our history and what’s going

on in the world, then we play on that and our

personality to deliver the essence of Ted Baker.

The biggest thing I’ve learned is the importance

of storytelling. Every Ted Baker fabric design,

every element of cut and fit down to the smallest

details– a button for example – must tell a story.

This gives our marketing and customer teams

astory to tell, through our digital channels and in

store. It’s avery powerful part of the brand DNA.

“ Every Ted Baker fabric

design, every element

of cut and fit down to

the smallest details –

abutton for example

– must tell a story.”

Anthony Cuthbertson

Creative Director

Growth driver 3

20 TB | AR—’22

OUR STRATEGY: PRODUCT

We can do this more effectively with our new

customer personas added into the mix and

working to our design pyramid that captures

thethreads of core continuity, trend and concept.

Itmeans we can be more consistent in the way

we tell the Ted Baker story through iconic prints

like the magnolia flower or our Floral Street

tartan. Much of this is inspired by our history but

with acontemporary twist so it feels up-to-date

but still very Ted Baker. This is what resonates

with customers – it’s not just a shirt or a dress,

it’sa Ted Baker shirt or dress, always

unexpected, never ordinary.

What do you think the big changes will

beover the next year?

Anthony: The world is changing fast and we

want to deliver a vision and product that is

relevant for customers today. With people

goingback to work, hopefully they will be

buying more trousers and dresses rather than

staying at home and buying slippers and

dressing gowns! I see a move away from

completely casual to a mix of smart casual.

Andpeople will be getting together for more

formal occasions and events this year, which is

agreat opportunity for us. The other important

thing is toreally drive through new developments

with fabrics and techniques. We must push the

boundaries in sustainability. For example, we’ve

taken a very successful bag that has been in the

collection for many years and made it much more

sustainable, so it retains the essence of the brand

but is kinder to the environment.

Can you tell us more about Ted Baker’s

approach to sustainability?

Cat: We’re looking at every aspect, across all

our products and ranges with different materials.

So the bag Anthony mentioned is a recycled

puffer bag, made from 85% certified recycled

polyester, which helps divert plastic from ending

up in landfill – it can make a big difference and

customers are actively looking for ideas and

materials like this.

Another example would be in menswear with

our Icon T-shirts launched back in August, which

are made from 100% organic cotton. It’snot

always straightforward – there have been some

challenges which have slowed us down abit,

particularly in the cotton supply chain.

We’ve also made big steps in sourcing leather

from Leather Working Group (LWG) tanneries.

We’re now at 65% and we’re aiming to source

100% of our leather from LWG or equivalent

certified tanneries by 2025. In terms of our

sustainable sourcing, overall we’ve managed

toreach 26%, up from 17% last year, which is

ahuge achievement with the challenges of the

pandemic to our supply chain.

26%

of all materials

sustainably

sourced

How are you communicating all this

tocustomers?

Cat: All our eCommerce packaging and

retailbags are now FSC-certified and 100%

recyclable. They will have a QR code on them

that links to our sustainability website, so customers

can get the full story about everything we are

doing. The aim is to have 100% sustainable

customer packaging by 2025, with all paper-

based packaging made from recycled materials.

We’ve also brought in sustainability swing

ticketson all our products in store, so customers

can easily see which products are made with

responsibly-sourced cotton, wool and recycled

polyester. These products are evolving

continually to comply with the CMA guidelines

that launched in December 2021.

SR GR FS

21TB | AR—’22

OUR STRATEGY: DIGITAL AND CAPITAL-LIGHT GROWTH

Drive our digital, omnichannel

andcapital-light growth

MAKING MORE FROM LESS

Jason Beckley and Helen Costello, our Group Commercial

& Business Development Director, share how we will use

our new digital platform to amplify our brand and how

wework with investment from our partners to drive growth.

Tell us about Ted Baker’s new digital

platform

Jason: We’ve moved from a relatively standard

digital solution to one that gives us the scope

todevelop our digital experience beyond

standard online product purchase into a fully

immersive digital eco-system. This will draw

customers deeper into the brand and help us

serve aconnected community.

We’re building an ‘always-on Beta culture’,

sowe can constantly evolve how we do things

to give customers a deeper, richer experience

when they come to tedbaker.com. Agility is

everything and this cloud-based digital

commerce solution means we can move

quicklytotake advantage of growth

opportunities in a flexible and agile way.

From a technology point of view, our new

platform is a single point of access for customers

everywhere. We can process orders anywhere

in the world and the user experience has been

carefully designed to make it a smooth, easy

process. It’s a starting point with huge potential

to take the brand into a different world.

Growth driver 4

22 TB | AR—’22

OUR STRATEGY: DIGITAL AND CAPITAL-LIGHT GROWTH

How have you approached opening up

innew, untapped locations?

Helen: We’ve been exploring new locations in

the UK over the last year with smaller footprint

stores in places we wouldn’t have traditionally

focused on. We opened three stores –

inBromley, Exeter and Leicester – whose

short-term leases and lowcapital expenditure

allow us to be flexible and agile.

It’s really made us think outside the box.

Whatcan you achieve in 100 square metres?

What’s the right balance of clothing and

accessories, sizes and stock? Which customers

should we focus on? It’s been a great way to test

and learn what works well in a smaller store and

what challenges it throws up.

How do you extend Ted Baker’s reach

tobuild a truly global brand?

Helen: One of the great strengths of Ted Baker

isthat we have a relatively small own-store

footprint with a large global reach through

ourpartnerships, withmultiple routes to market.

These include wholesaling, product licensing,

franchises, concessions and digital platforms.

Franchise partners are helping us build an

international footprint in territories like the

MiddleEast. And wholesale isthe foundation

forgrowing our presence in Europe, especially

in key markets like Germany.

Can you tell us about Ted Baker’s new UK

franchise partner?

Helen: We signed a three-year, three-stores-per-

annum deal with Robert Goddard at the end

ofthe year – they’ve been a very supportive

wholesale partner for 20 years, with a strong

track record. The aim is to open stores in locations

we haven’t considered in the past. They’ll take on

the capital expenditure and operations and we’ll

work with them from abrand standpoint. Itwill

increase our brand awareness and we expect

tosee a halo effect on our omnichannel sales.

We’re also working on a new omnichannel

franchise deal in the Middle East. The franchisee

will look after all the channels, from bricks-and-

mortar stores to digital sales. As well as running

stores, they will look after the digital back end –

fulfilling orders and managing stock. It means

they can manage the whole region more

efficiently, maximising sales across all channels.

Customers will get a better, joined-up service

and it’s a capital-light investment for us.

“ It’s been a great

waytotest and learn

whatworks well in

asmaller store and the

challenges it throws up.”

Helen Costello

Group Commercial and Business

DevelopmentDirector

£918m

Brand

sales

SR GR FS

23TB | AR—’22

“ We will concentrate

onour largest markets,

where we already

havea strong brand

presence, as well as

markets where we see

the biggest potential

inthe medium term.”

Tikki Godley

Group Trading Director

OUR STRATEGY: PRIORITY MARKETS

Scaling up in priority markets

A CAREFUL, STRATEGIC AND CAPITAL-LIGHT APPROACH TO GROWTH

We asked Group Trading Director Tikki Godley to talk

usthrough the thinking behind sharpening our focus on

key markets to grow the Ted Baker brand and business

around the world.

Ted Baker has a large footprint across

theglobe – just how big is it?

Tikki: Ted Baker has a physical brand presence

in over 50 countries with over 350 stores and

concessions worldwide supported by a global

digital proposition. We successfully operate

different models – owned stores, territory

franchises, franchises, concessions and

wholesale and joint ventures – which depend

onthe maturity and size ofa market and which

support our capital-light growth strategy.

What does ‘sharpening your focus on

keymarkets’ mean for Ted Baker?

Tikki: We have a large global footprint

consisting of owned stores in some great

locations, alongside strong franchise, JV and

concessions partnerships across several markets.

As the world emerges from the pandemic, there

is significant potential to develop further in these

existing markets.

The key to making the most of this opportunity is

focus and prioritisation – to not spread ourselves

too thinly. We will concentrate on our largest

markets, where we already have a strong brand

presence, as well as markets where we see the

biggest potential in the medium term.

Growth driver 5

24 TB | AR—’22

OUR STRATEGY: PRIORITY MARKETS

In North America, we’re excited about the huge

potential for the brand. We are well-placed to

deliver against this with a good existing physical,

digital,product licence and wholesale brand

presence – supported by a strong local team

and well-established distribution across the

continent. Over the year we consolidated our

local sales, marketing and support teams into

abeautiful new head office in central New York

that includes trade showroom space to better

showcase our ranges.

In Germany, one of the largest European markets,

we will drive growth through the capital-light

models of concessions and wholesale, with

digital playing an increasingly important role.

In the Middle East, we are targeting scale

throughleveraging our franchise relationship with

Al Futtaim, moving from purely franchise/retail

toinclude a deeper partnership on wholesale,

animproved digital business and a wider

productoffering across all channels.

China, although currently small in financial terms

for Ted Baker, offers a huge opportunity in the

medium and longer term. The brand resonates

well with local customers, and we have an

established local JV partner to support the

expansion of our physical presence. We see

asignificant digital opportunity in the

mediumterm.

What will you do differently in each market?

Tikki: Firstly, there are many things that will be

thesame and consistent wherever the Ted Baker

brand shows up – our core brand values and the

customer experience, to highlight two of them.

We successfully operate and distribute across

arange of physical and digitalsales channels–

wholesale, online marketplaces, concessions,

franchise stores andowned stores and

digitalplatforms.

As we grow in our priority markets, we seek

tobalance capital-light investment, brand

controland direct customer connection – with

wholesale models at one end of the spectrum

and owned stores and digital at the other.

Ourapproach is determined by the size of the

prize combined with the need for specific local

market knowledge to deliver it.

What about the other markets that you

operate in?

Tikki: Our focus on priority markets doesn’t

meanthat we will neglect other markets and

ourpartners there. We’ll continue to nurture

andsupport them with the fantastic product

andbrand marketing they’ve come to expect

from Ted Baker.

We’ll continue to push for growth in these other

regions through our wholesale customers and

territory franchise partners, encouraging them

toexpand into new locations. Our JV in Australia

is strategically important for us – given our

partner’s local market knowledge and strengths,

the JV needs less management oversight from us.

What is the role of digital in driving

international growth?

Tikki: Digital is often the first point of contact for

both new and existing customers, so is central to

Ted Baker’s growth strategy both in our core UK

market and globally. Our new web platform

supports international sales and we can drive

customer traffic through localised social and

digital marketing. We also work closely with

ourterritory partners to underpin their digital

development– for example in the Middle East

and Australia.

UK & Europe 69.4%

North America 29.6%

Rest of the World 1.0%

Sales by region

SR GR FS

25TB | AR—’22

26 Chief Financial Officer’s introduction

28 Key performance indicators

30 Business and financial review

38 Fashioning a better future

40 — People

47 — Communities and charity partnerships

48 — Our ethical sourcing programme

52 — Our planet

60 Risk Report

67 Going concern and viability disclosure

RREEVIVIEEW W OOF F

TTHHEEYYEEAARR

26 TB | AR—’22

CHIEF FINANCIAL OFFICER’S INTRODUCTION

Financial summary of the year

“ We start the new

financial year

withoptimism

andconfidence.”

Marc Dench

Chief Financial Officer

The first half of the year saw the business make great strides,

building on our transformation plan despite ongoing challenges

of the pandemic. As the vaccination programme gained pace,

and people returned to the office and to socialising, we saw

momentum building towards the end of the year, and we were

optimistic that the second half would see us return a modest profit.

However, the unexpected onset of the Omicron

variant and related restrictions saw this

momentum slow through the important final

quarter of the year. The good progress we’ve

made on our financial foundations coupled with

the positive sales performance we’ve seen when

restrictions ease mean we are optimistic as we

look ahead to the new financial year.

A YEAR OF GOOD PROGRESS

Overall, our financials demonstrate the

continuing improvement in our underlying

performance. Our loss before tax for the year

of£44.1 million was £63.7 million better than

the prior year. Excluding non-underlying items,

ourloss before tax improved by £20.8 million

compared with the prior year to 38.4 million.

A positive trajectory

As restrictions eased, we saw trading in non-city

centre stores and concessions in metropolitan

areas coming close to (and in some cases

exceeding) their pre-pandemic levels.

In addition to delivering top line sales growth,

we continued to improve our underlying gross

margin which was improved by 105 bps in the

year from 54.1% to 55.2%. This improvement

was supported by the sales mix – with an

increase in in-store sales, and a strong

improvement in our full price sales mix which

wasup over 800 bps. Starting the year with less

aged stock plus buying discipline and a positive

customer response to new ranges, in particular

our A/W womenswear range, meant we

wereable to reduce promotional and

discounting activity.

Our sales and gross margin performance were

underpinned by a resilient supply chain through

the year. Despite the well-publicised disruption

to sea freight and HGV driver shortages, we

managed to keep a smooth flow of product into

our distribution centre and out to customers in the

UK. In the US, disruption was a bigger issue and

at times it was difficult to maintain desired stock

levels in store. The costs of freight remained at

elevated levels through the period reflecting

these challenges.

The progress we’ve made and the positive

signsseen through FY22 mean we start

thenewfinancial year with optimism

andconfidence.

Continuing focus on strong financial

management

The disciplines of the transformation programme

are now embedded in how we work, with

afocus on managing cash and tight control

overcosts and financial commitments.

We have maintained strong relationships with

suppliers and landlords and are very grateful

fortheir support and flexibility as we all navigate

through the operational and commercial

challenges arising from the pandemic.

SR GR FS

27TB | AR—’22

Wecontinued to make good progress on

improving our store lease flexibility and costs

through the year.

Stock remains a key area of focus. We further

improved our disciplines on planning, buying

and managing stock, balancing the need to

have enough stock to support consumer sales

recovery across our channels with the

objectivesof managing our cash and

improvinggross margin.

All these factors helped us keep a tight grip

oncash, with the year ending net cash positive

with £3.1 million (2021: £66.7 million).

WELL POSITIONED FOR THE

YEARAHEAD

We start the new financial year with confidence

and optimism. Confidence in our brand, product

ranges, people and operating model. Optimism

given the positive trends seen in the prior year

combined with further easing of Covid

restrictions domestically within countries and for

international travel.

But our optimism is tempered with caution – the

effects of inflation and the rising cost of living are

very real, as are the ongoing challenges of

managing disruption across the supply chain.

Facing into this demand and supply volatility

means that forecasting – a tough job at the best

of times – is harder than ever. The benefits from

our transformation programme – a reduced

fixed cost base, sourcing diversification,

refreshed product ranges and more efficient

ways of working, combined with the recent

launch of our new global digital platform and

the enduring strength of our Ted Baker brand

puts us in a good position to navigate these

unprecedented times.

Marc Dench

Chief Financial Officer

INTRODUCING MARC DENCH – CHIEF FINANCIAL OFFICER

What attracted you to the job at Ted Baker?

I’m a massive fan of the brand – I’ve been a customer of Ted Baker for over

20years, so you could say it’s in the blood! From a professional point of view,

I’vefollowed the brand’s story as it’s grown into a global lifestyle brand.

IbelieveTed Baker is hugely relevant across multiple categories here in the

UKand anywhere you find it around the world.

What excited you about the role?

It’s a very exciting time to come on board. Clearly Ted Baker has faced several

challenges over the last three years, not least trying to turn the business around

inthe midst of a global pandemic! But by addressing those challenges with

asmart transformation plan, the business is not only more agile and efficient but

also, critically, it has maintained focus and discipline on developing the brand

andproducts. The passion of the people and teams across the business is

hugelyinspiring too – from stores to our distribution centres to everyone who

works in our head offices in London and New York.

What are the key strategies that will drive success at Ted Baker?

For me, it’s about three things: purpose, people and discipline. Having clarity

ofwhy we’re in business and what we stand for, combined with clear strategic

priorities, means we can be ruthlessly focused on doing what we do as well

aspossible.

To achieve this requires the right people with a shared goal and attitude. It’s not

rocket science – we know from experience that highly engaged teams deliver

greater returns for shareholders. The pandemic has driven all sorts of change,

particularly in employee engagement and development, retention and

recruitment. Dealing with these changes in a post-pandemic world is a real test

ofleadership.

Finally, discipline is essential. That means creating and maintaining innovative

ways of working as well as ensuring consistency and rigour in our processes, our

investment approach and how we deliver projects more effectively and efficiently.

What are your priorities for the new financial year?

Simple: to build on what’s been achieved over the last two years and deliver the

final year of our transformation plan. It’s also about managing the transition from

transformation to growth-focused initiatives. We also need to closely monitor and

react to the rapidly-changing macro-economic conditions that are making things

challenging for everyone. I have high hopes for what we can achieve this year.

28 TB | AR—’22

KEY PERFORMANCE INDICATORS

We review the ongoing performance

ofthe Group against key performance

indicators (KPIs) across financial,

operational and sustainability factors.

Below arethe KPIs that the Board

judges to be most effective inassessing

the business asitmoves through the

transformation. These are considered

inmore detail inthereport.

As we discuss on pages 40-46,

ourpeople are critical to the success

ofthe business; as we evolve our global

culture we will align our people KPIs,

and report on them in the future.

How we measure progress

Group financial KPIs

BRAND SALES

£918m +23.2%

FY22

FY21

FY20

£918m

£745m

£1,230m

UNDERLYING GROSS MARGIN

55.2% +105bps

FY22

FY21

FY2

55.2%

54.1%

55.6%

NET DEBT/CASH

£3.1m £(63.6)m

FY22

FY21

FY20

£66.7m

£(127.1)m

£3.1m

REVENUE

£428.2m +20.5%

FY22

FY21

FY20

£428.2m

£355.3m

£630.5m

(LOSS)/PROFIT BEFORE TAX

£(44.1)m +59.1%

FY22

FY21

FY20

£(44.1)m

£(

107.7)m

£(77.6)m

* Please see note 3 to the financial statements for the change in presentation

of delivery income from FY20 to FY21.

SR GR FS

29TB | AR—’22

Operational KPIs Sustainability KPIs

FULL PRICE SALES MIX

Improvement in the proportion of our sales at full price is

closely monitored as we move out of the pandemic and

reduce discounting.

There was a significant improvement in FY22.

+810bps FY21-1890bps

FY22

FY21

-1890bps

810bps

CUSTOMER METRICS

Active Customer base

The active customer base has shrunk slightly due to

adecrease in the number of promotions during the year,

butstill up on FY20.

(5)% FY21 8%

FY22

FY21

(5)%

AVERAGE ORDER VALUE (AOV)

An increase in AOV with the launch of new styles and

ranges and reduction in discounting.

14 % FY21 (27)%

FY22

FY21

(27)%

14 %

COMMUNITIES

Target:

Launch of Ted’s

Diploma by 2022

Progress:

Piloted Ted’s

Diploma with 120

students in London

ETHICAL SOURCING

We have delivered against the targets established within

our transformation plan.

Target:

100%

Tier 1 and 2 factories meet

or exceed Ted Baker’s

minimum ethical

requirements

Target:

100%

of workers in Ted Baker’s

direct supply chain to have

access to channels to raise

concerns and ideas by 2025

Progress:

100%

Ethical audits on all Tier 1 suppliers and full transparency

ofall subcontracting units to include homeworking sites.

Mapped systemic issues in the supply chain – and piloted

aworker voice program for roll out in FY23.

PLANET

Target 100% of all materials to be from

sustainable sources by 2030

FY22

FY21

2030 target

2022 target: 20%

26%

17%

100%

Recycled polyester

FY22

FY21

2030 target

11 %

100%

Responsible wool

FY22

FY21

2030 target

12%

100%

Leather from Leather Working Group tanneries

FY22

FY21

2025 target

65%

26%

100%

PEOPLE COST SAVINGS VS FY20

We have delivered against the targets established within

our transformation plan.

Target:

£ 2 7. 0 m

people cost on an

annualised basis

Progress:

£31.0m

delivered on an

annualisedbasis

30 TB | AR—’22

BUSINESS AND FINANCIAL REVIEW

Business review

This year has seen a robust performance by the Group, with a significant

increase in revenues and gross margin, and narrowing losses with

encouraging momentum through the year. All this has been achieved

despite the ongoing challenges and disruption caused by Covid that

continued to impact store openings and footfall. The pandemic also

continued to hold back demand for our formal and occasionwear ranges.

CHANNEL PERFORMANCE

Ted Baker’s total brand sales increased to

£918 million in the year (2021: £745m) with

animproved performance seen across all of our

channels and markets. Brand sales represents

management’s estimate of the end retail sales

value to the consumer including its own retail

channels and those of its wholesale trustees,

jointventure partners, territorial licences

(franchisees) and product licensing sales.

Retail

Our retail channel comprises physical stores,

concessions and eCommerce. We operate

stores and concessions across the UK, Europe,

North America and South Africa, with localised

eCommerce sites in the UK, Europe, North

America and Australia. Our stores play an

important role supporting digital sales: driving

brand awareness, showcasing our products,

andgiving customers a seamless experience for

click and collect and order-in-store. Our stores

also provide a fulfil-from-store service, which

makes our store stock available to customers

shopping online.

Covid disruption continued to affect the

performance of our retail channel through the

year. Most of our stores in the UK, Europe and

Canada were closed for extended periods at

the start of the financial year to comply with local

lockdowns. As stores reopened during the first

half of the year footfall remained well short of

pre-pandemic levels but recovered as the year

progressed. The success of vaccine rollouts and

the reduced prevalence of the virus in many of

our territories saw customers beginning to return

to the workplace and shops. We saw significant

improvement in in-store sales through November

and the first weeks of December, with some

ofour locations trading close to – or even

above– pre-pandemic levels. The emergence

of the Omicron variant in mid-December

reversed this positive momentum. This coincided

with the important trading period in the run up to

Christmas, with restrictions and work from home

guidance reintroduced across much of Europe

and the UK.

We continued to make good progress on our

store portfolio optimisation programme in line

with our capital-light growth strategy. We closed

a further 15 locations and opened seven stores

during the period (excluding partner locations),

while continuing to renegotiate improved lease

terms. We transitioned our business with House

of Fraser from a concession to a wholesale

model – these sales are now reported within

ourwholesale channel from the second half

oftheyear.

eCommerce revenue decreased 9.7% (-8.1% in

constant currency)

in the year against a strong

comparable period that saw growth of 24.8%.

Sales in the prior year benefitted from store

channels being closed, due to Covid restrictions,

for a larger proportion of the period, and

ahigher level of promotion and markdown

salesgiven the elevated stock levels due to the

store closures. eCommerce sales in the current

year delivered a significantly improved gross

margin with a better full-price sales mix.

Onatwo-year basis eCommerce revenue

wasup by 12.7% in constant currency.

Wholesale

Our wholesale business serves trade customers

(‘trustees’) across the world. These are located

primarily in the UK, Europe, and North America,

we also supply products to our territorial licence

partners (franchisees) and joint venture partners

in China and Australia.

Many of our wholesale customers experienced

the same Covid disruption as our own retail

channels, and as such, demand remained below

pre-pandemic levels.

In the UK and Europe, sales rebounded strongly

against the previous year, ending the year up

48.2%. This performance was achieved despite

ongoing disruption from Covid and distribution

challenges to trustees in Europe due to Brexit in

the first half of the year.

Demand in North America held up well, with

aparticularly good performance in the first half.

This reflected the effect of the first wave of

Covidin the previous year and despite adverse

weather conditions and localised lockdowns

impacting several of our wholesale partners.

Wholesale revenue overall increased by 30.4%

(33.0% in constant currency

) to £111.2 million

(2021: £85.3m). Gross margin declined to

36.4% (2021: 39.6%), reflecting the customer

and channel sales mix as sales demand

recovered at different speeds across markets

and partners.

SR GR FS

31TB | AR—’22

Global Group summary

52 weeks ended

29 January 2022

53 weeks ended

30 January 2021

(restated)

Variance

Constant currency

variance

Group

Revenue £428.2m £355.3m 20.5% 23.2%

Gross margin (excluding non-underlying items) 55.2% 54.1% 105 bps

Loss before tax (excluding non-underlying items) £(38.4)m £(59.2)m +£20.8m

Loss before tax £(44.1)m £(107. 7 ) m +£63.7m

Loss before tax as a % of revenue (10.3%) (30.3%) 2000 bps

Retail

Retail revenue £301.9m £ 2 5 7. 5 m 17. 2 % 20.0%

Store revenue £168.1m £109.3m 53.7% 58.1%

eCommerce revenue £133.8m £148.2m (9.7)% (8.1)%

Gross margin (excluding non-underlying items) 59.9% 56.7% 310 bps

Average square footage* 363,202 421,435 (13.8%)

Closing square footage* 344,502 411, 6 0 2 (16.3%)

Sales per square foot* excluding eCommerce £463 £259 78.4% 83.4%

Wholesale

Revenue £111. 2 m £85.3m 30.4% 33.0%

Gross margin 36.4% 39.6% (320) bps

Licensing

Revenue £15.2m £12.4m 21. 7 % 21.7%

*Excludes licence partner (franchisee) stores. Sales per square foot is based on average square footage.

1 Constant currency compares the performance in local currency at the same exchange rate for both periods, thereby removing the impact of exchange rate

fluctuations between periods.

2 Prior year revenue, gross margin and distribution costs are adjusted to reflect the reclassification of delivery income from cost of goods sold to revenue and

certain elements of delivery cost from cost of goods sold to distribution expenses. The prior year is reported on a consistent basis to FY22.

LICENCE INCOME

Licence income represents royalty income from

territory licence partners (franchisees) and royalty

income from product licences. Our partners for

territory and product licences are carefully

selected as specialists in their field. They share

our passion for unwavering attention to detail and

firm commitment to quality and who we consider

will be good custodians of the Ted Baker brand.

Territory licences cover specific countries or

regions primarily in the Middle East, Asia, Europe

and Central America, where our partners operate

Ted Baker branded stores under licence and, in

some territories, undertake wholesale business.

Product licensing allows us to expand the

Ted Baker brand across a broader range of

products relevant to our customers’ lifestyles.

Wework with carefully selected partners that

share our passion for the Ted Baker brand and

bring unique supply chain capability and/or retail

and wholesale distribution. Our product licence

partnerships cover:

Specialist clothing categories:

e.g. childrenswear, suiting, lingerie and

nightwear, men’s underwear

Beauty: e.g. fragrance, toiletries,

andskincare

Lifestyle accessories: e.g., eyewear, watches,

luggage, jewellery, and personal technology

accessories

Home: e.g. bedding, towels, wallpaper,

andrugs

Licence income increased by 21.7% to

£15.2 million (2021: £12.4m). We saw a good

performance in the eyewear segment in North

America and the UK, as well as from our

partnership with Next for childrenswear and

lingerie and nightwear. Sales in the formalwear

segment remained subdued with Covid

restrictions affecting return to the workplace

andwith fewer events such as weddings

takingplace.

COLLECTION PERFORMANCE

Ted Baker womenswear sales increased

by23.3% to £270.9 million (2021: £219.7m)

andrepresented 66.1% (2021: 64.7%) of total

sales. Ted Baker menswear sales increased

by15.8% to £138.7 million (2021: £119.8m)

and represented 33.9% of total sales

(2021:35.3%).

32 TB | AR—’22

BUSINESS AND FINANCIAL REVIEW

Geographic performance

UNITED KINGDOM AND EUROPE

52 weeks ended

29 January 2022

53 weeks ended

30 January 2021

(restated)

Variance

Constant currency

variance

Revenue (including licensing) £297.4m £248.7m 19.6% 20.2%

Total retail revenue £204.7m £183.9m 11. 3 % 12.1%

Store revenue £99.7m £ 6 7. 3 m 48.0% 49.7%

eCommerce revenue* £105.0m £116.6m (9.9%) (9.6%)

Average square footage** 222,816 276,437 (19. 4%)

Closing square footage** 203,367 269,283 (24.5%)

Sales per square foot** excluding

eCommerce sales £447 £237 89.0% 85.7%

Wholesale revenue £7 7. 6 m £52.4m 48.2% 48.0%

Own stores 47 44 6.8%

Concessions*** 95 130 (26.9%)

Outlets 19 21 (9.5%)

Partner stores/concessions 12 10 20.0%

Total 173 205 (15.6%)

*Includes all revenue from eCommerce channels to customers outside North America, including non-European territories.

**Excludes licence partner (franchisee) stores. Sales per square foot is based on average square footage.

***Concession store numbers count multiple product locations (‘mats’) within one concession partner store as a single location.

1 Constant currency compares the performance in local currency at the same exchange rate for both periods, thereby removing the impact

ofexchange rate fluctuations between periods.

2 Prior year revenue, gross margin and distribution costs are adjusted to reflect the reclassification of delivery income from cost of goods sold to

revenue and certain elements of delivery cost from cost of goods sold to distribution expenses. The prior year is reported on a consistent basis

to FY22.

The UK and major European territories were

affected by lockdowns during the first half of the

year. In the UK, stores remained closed from

before the start of the financial year until the

middle of April 2021. Stores across our European

markets were closed over the same period with

amore gradual re-opening phased over the first

half of our financial year.

When stores reopened, footfall remained below

pre-pandemic levels, particularly in city centres

and areas traditionally popular with tourists.

Asthe year progressed, workers and shoppers

started to return to city centres and trading

performance improved, with some locations

outperforming their pre-pandemic levels in

November and the first few weeks of December.

However, with the emergence of the Omicron

variant in the middle of December, restrictions

and/or work from home guidance were

reinstated in several of our markets. This affected

consumer confidence and store sales over the

important Christmas trading period.

At the end of the first half, we transitioned our

29concession locations within House of Fraser

stores in the UK to a wholesale model, with

salesfrom these locations reported through the

wholesale channel through the second half.

Weclosed threeunprofitable outlets in Europe

and eight concessions in the UK. In the UK,

weopened one outlet store in Cannock and

three new stores on flexible short-term leases

with low fit-out costs. These smaller-than-typical

stores have provided an opportunity to learn

about performance indifferent locations and

fordifferent storeconfigurations.

eCommerce sales declined against a strong

comparative prior year performance with sales

on the tedbaker.com website in part held by

constraints of the legacy platform. Sales on

third-party concession partner platforms saw

good growth as we increased the number of

product options available and further enhanced

our ways of working with our partners. The gross

margin on eCommerce sales improved in the year

with an improved promotion stance and a higher

mix of full price sales through tedbaker.com.

Retail sales in the UK and Europe increased

by11.3% (12.1% in constant currency)

to£204.7 million (2021: £183.9m), with

eCommerce sales representing 51.3% (2021:

63.4%) of the total. Despite the distribution

disruption caused by Brexit and the continuing

effects of the pandemic, demand from wholesale

trustees and territory licence partners recovered

well, increasing ourwholesale sales by 48.2%

(48.0% in constantcurrency).

SR GR FS

33TB | AR—’22

NORTH AMERICA

52 weeks ended

29 January 2022

53 weeks ended

30 January 2021

(restated)

Variance

Constant currency

variance

Revenue £126.8m £104.1m 21.8% 29.3%

Total retail revenue £93.2m £71.3m 30.8% 38.7%

Store revenue £64.4m £39. 7m 62.4% 71.7%

eCommerce revenue £28.8m £31.6m (8.9%) (2.8%)

Average square footage* 131,570 13 7, 8 9 4 (4.6%)

Closing square footage* 130,653 135,215 (3.4%)

Sales per square foot* excluding

eCommerce sales £490 £288 70.2% 79.9%

Wholesale revenue £33.6m £32.8m 2.3% 9.0%

Own stores 32 35 (8.6%)

Concessions** 35 35 –

Outlets 12 12 –

Partner stores/concessions 16 16 -

Total 95 98 (3.1%)

*Excludes licence partner (franchisee) stores. Sales per square foot is based on average square footage.

**Concession store numbers count multiple product locations (‘mats’) within one concession partner store as a single location.

1 Constant currency compares the performance in local currency at the same exchange rate for both periods, thereby removing the impact

ofexchange rate fluctuations between periods.

2 Prior year revenue, gross margin and distribution costs are adjusted to reflect the reclassification of delivery income from cost of goods sold to

revenue and certain elements of delivery cost from cost of goods sold to distribution expenses. The prior year is reported on a consistent basis

to FY22.

Our North American business saw a good

recovery from the previous year’s challenges.

Covid-related disruption and resulting travel

restrictions affected footfall at the start of the

year, particularly in key tourist markets such

asNew York, Los Angeles, San Francisco and

LasVegas. Our stores in Canada also remained

closed under lockdown for a significant

proportion of the first half. However, consumer

confidence began to return in the spring

asvaccination programmes rolled out and

restrictions eased, with the return to offices and

social activities driving demand for more formal

and occasionwear.

Store sales increased by 62.4% (71.7% in

constant currency

) to £64.4 million (2021:

£39.7m), reflecting the above consumer trends.

We closed four stores in the year that were not

considered financially viable, and opened one

new location in San Antonio, Texas.

eCommerce sales reduced by 8.9% (down

2.8%in constant currency

) as demand returned

to physical channels, on a two-year basis

eCommerce sales grew by 30.4%. eCommerce

sales represented 30.9% of total retail sales

(2021: 4 4.3%).

The retail gross margin rate improved year-on-

year, driven by an improved full-price sales

mixas we started the year with a cleaner

stockposition.

Wholesale sales increased by 2.3% (9.0%

inconstant currency

) to £33.6 million (2021:

£32.8m). This performance was supported by

astrong first half of the year as demand from

ourtrustees returned following the previous

year’s challenges.

We continued to deliver cost efficiencies in our

North America business and consolidated all

our North America teams into a new office and

trade showroom in New York.

34 TB | AR—’22

BUSINESS AND FINANCIAL REVIEW

REST OF THE WORLD

Outside our UK, European and North America

businesses, we pursue a capital-light growth

strategy with a focus on working with partners

for territory licences, joint ventures or wholesale.

Retail

We operate owned stores in South Africa,

where we opened two new locations in

Johannesburg and Durban, and now operate

sixstores in the country (2021: four stores). Total

retail sales increased by 74.4% to £4.1 million

(2021: £2.3m), up 69.4% in constant currency.

Territory licences (franchisees) and

Joint Ventures

We have joint ventures in China and Australia,

and territory licence (franchise) agreements in

territories including the Middle East, India and

South Korea.

During the year our territory licence partners

opened one store in Kuwait, four in south-eastern

Europe, two in India and one in Indonesia, and

closed five in Asia and one in Europe.

Our joint venture in China (including Hong Kong

and Macau) returned to growth despite

consumer demand being affected by ongoing

Covid disruption. Our partner opened five new

stores during the period and closed three

unprofitable locations. It now operates

22 stores and concessions across the region

(2021: 20 stores and concessions).

Our Australian joint venture partner opened two

new short-term lease stores during the year and

now operates eleven stores in Australia and

New Zealand (2021: nine stores).

Product sales to our joint venture and territory

licence partners are reported through our

wholesale channel.

SR GR FS

35TB | AR—’22

Financial review

While performance continued to be affected by the global pandemic,

the benefits of the Group’s transformation programme are now well

embedded, with improved operational efficiency, robust cost control

and rigorous appraisal for capital expenditure.

Group revenue increased by 20.5% (23.2%

inconstant currency

) to £428.2 million (2021:

£355.3m

). Several of the Group’s stores, as well

as those of our territory licence (franchisee)

partners and wholesale trustees, were closed

formost of the first quarter to comply with local

lockdown restrictions. As the year progressed

and restrictions were eased in many territories,

we saw footfall and customer demand improve

as well as a good response to our refreshed

A/W ’21 collection in the second halfof the

year. The emergence of the Omicron variant in

December, and the reinstatement ofrestrictions

and work from home guidance inseveral

markets, resulted in a significant slowdown of

thistrend impacting the final six weeks of our

financial year.

(50)

100

15 0

200

Year-on-year change in sales* (FY21-22)

Q2 Q3 Q4**

Retail

Wholesale Licencing

Group

(18)

188

(25)

(50)

(40)

(30)

(20)

(10)

Two-year change in sales* (FY22 vs. FY20)

Q2 Q3 Q4

(46)

(10)

(29)

(50)

(27)

(17)

(27)

(28)

(29)

(35)

(30)

(28)

*Sales variances calculated on sales excluding delivery income in all quarters.

**FY21 was a 53-week year – Q4 adjusted to show comparison on 12-week to 12-week basis, i.e., excluding week 53.

Notes:

1 Constant currency compares the performance in local currency at the same exchange rate for both periods, thereby removing the impact of exchange rate fluctuations between periods.

2 Prior year revenue, gross margin and distribution costs are adjusted to reflect the reclassification of delivery income from cost of goods sold to revenue and certain elements of delivery cost from

cost of goods sold to distribution expenses. The prior year is reported on a consistent basis to FY22.

36 TB | AR—’22

BUSINESS AND FINANCIAL REVIEW

Gross margin before non-underlying items

improved by 105 bps to 55.2% (2021: 54.1%

adjusted for change in basis

) reflecting the less

challenging trading conditions and improvement

in our promotional stance.

We started the financial year with a controlled

inventory position which combined with the

refreshed product ranges has allowed us to

adopt a less promotional stance and begin

tore-establish Ted Baker’s premium brand

positioning. The gross margin rate improvement

was due to a significant improvement in the

full-price sales mix, up 810 bps year-on-year,

partly offset by additional duties and

unrecoverable sales tax resulting from Brexit.

Distribution costs (before non-underlying costs),

which comprise the cost of retail operations

anddistribution centres, increased by 3.7%

to£184.1 million (2021: £177.5m, adjusted for

change in basis

). Retail store operating costs

increased as stores reopened, and lower levels

of furlough and government subsidies were

received relative to the prior year.

Administration expenses (before non-underlying

costs) increased by 20.8% to £85.8 million

(2021: £71.0m). Staff costs increased year-on-

year as no furlough or subsidies were received

for head office team members. We also

continued to invest in marketing to support the

future growth of the business.

LOSS BEFORE TAX, AND LOSS BEFORE

TAX AND NON-UNDERLYING ITEMS

The loss before tax was £44.1 million (2021: loss

of £107.7m), an improvement of £63.7 million in

the year. The loss before tax and non-underlying

items was £38.4 million (2021: loss of £59.2m),

an improvement of £20.8 million in the year.

NON-UNDERLYING ITEMS

Non-underlying items before tax in the period

amounted to £5.6 million (2021: £48.6m)

andcomprised the following items of

expenses/(income) (see table below).

FINANCE INCOME AND EXPENSES

Net finance expenses were £8.2 million

(2021:£7.7m). The IFRS 16 interest expense

forthe period was £5.5 million (2021: £4.6m

(restated)). Net finance expenses before

non-underlying items were £6.4 million

(2021:£8.3m).

TAXATION

The Group tax credit for the period was

£8.5 million (2021: credit of £21.3m).

An income tax credit is recognised on losses

before non-underlying items at the forecast

effective tax rate for the year. This effective tax

rate is higher than the UK tax rate due to the

revaluation of previously recognised UK

deferred tax assets at the higher UK rate of 25%.

The higher UK tax rate was substantively

enacted at the balance sheet date and is

effective from 1 April 2023.

£ million

52 weeks ended

29 January 2022

53 weeks ended

30 January 2021

Loss before tax and non-underlying items (38.4) (59.2)

Inventory changes in estimates – (6.1)

Onerous contract provision 1.2 (2.0)

Included in gross profit 1.2 (8.0)

Impairments (3.0) (45.3)

Restructuring and refinancing costs (2.2) (11. 4 )

New platform cost (SaaS) ( 7. 8 ) –

Head office exit receivable 8.0 –

Gain on sales and leaseback of head office – 17. 4

Other – (2.0)

Included in operating loss (3.9) (49.2)

Foreign exchange & other items (1.8) 0.7

Total non-underlying items (5.6) (48.6)

Loss before tax (44.1) (107. 7 )

Notes:

1 Constant currency compares the performance in local currency at the same exchange rate for both periods, thereby removing the impact of exchange rate fluctuations between periods.

2 Prior year revenue, gross margin and distribution costs are adjusted to reflect the reclassification of delivery income from cost of goods sold to revenue and certain elements of delivery cost from

cost of goods sold to distribution expenses. The prior year is reported on a consistent basis to FY22.

SR GR FS

37TB | AR—’22

The Group’s future effective tax rate is expected

to be broadly in line with the UK tax rate which

aligns more closely with overseas tax rates from

the point it increases to 25%.

CASH FLOW

Net cash flow for the period was an outflow

of£54.4 million (2021: inflow of £15.2m), this

reflects an increased investment in working

capital as the Group returned to revenue growth

(2021: net working capital inflow of £57.7m)

aswell as an increase in investment intended to

support future growth, including the Group’s

newdigital platform.

In the prior year, the net cash inflow of

£15.2 million includes the sale of the Group’s

head office in London (the Ugly Brown Building)

for net proceeds of £72.2 million, net inflow

fromthe issuance of new equity of £97.8 million,

areduction in net working capital of £57.7 million

and the repayment of £180 million of

borrowingfacilities.

Net cash outflow from operating activities

was£23.4 million (2021: inflow of £52.6m).

Theimprovement in loss before tax for the

yearwas more than offset by an outflow

frominvestment in net working capital and

expenditure in the Group’s new digital platform,

the majority of which was on a cloud (or SaaS)

based solution and, in accordance with the

latest accounting guidance (IFRIC) has been

expensed in the period rather than treated

asaninvestment and capitalised.

Net working capital, which comprises

inventories, trade and other receivables and

trade and other payables, increased by

£37.2 million to £82.8 million (2021: £45.7m),

reflecting the return to growth of the business.

Inventory increased by 17.3% to £103.1 million

(2021: £87.8m) whilst sales increased 20.5%

(23.2% in constant currency

). We continued to

exercise controls on inventory through the year.

BORROWING FACILITIES

The Group’s net cash at 29 January 2022

was£3.1 million, reflecting a cash balance of

£14.5 million and borrowings and overdraft

of£11.4 million (30 January 2021: net cash

£66.7m). The Group has a revolving credit

facility (‘RCF’) of £80 million with a maturity

inNovember 2023.

On 25 May 2021 the Group announced the

extension to its RCF with its existing lending

syndicate. The new agreement extended the

RCF maturity from September 2022 to

November 2023 and amended the covenants.

Under the new agreement, the existing Facility A

of £107.8 million maturing in September 2022

and Facility B of £25 million maturing in January

2022, were replaced by a new RCF of

£90 million that reduced to £80 million on

30 January 2022 until maturity in November

2023. The amended RCF includes among other

changes, amendments to the quarterly covenant

tests on adjusted EBITDA, leverage ratio and

fixed charge cover. The Group has subsequently

agreed with its lenders to adjust the covenant

tests over the remaining life of the facility to

provide more headroom for the Group given the

prolonged disruption of Covid and the impact of

the Omicron variant on the Group’s trading in the

final weeks of the last financial year.

The existing lending syndicate continues to show

ongoing support to the Group.

TREASURY RISK MANAGEMENT

The Group has exposure to foreign exchange

fluctuations in relation to purchases made in

foreign currencies, principally the US Dollar and

the euro. We realise a high proportion of natural

hedging of these currency exposures due to our

business operations in North America and

Europe. The Group’s treasury risk management

policy allows for foreign currency to be hedged

for up to 24 months in advance.

The Group is also exposed to movements in

exchange rates on intercompany balances

denominated in a foreign currency. These are

not hedged, and movement in foreign exchange

rates can result in gains or losses being

recognised in the income statement.

The Group is exposed to movements in UK,

European and US interest rates as the revolving

credit facility accrues interest. This is based on

the relevant SONIA (for Sterling borrowing),

EURIBOR (for euro borrowing) or SOFR (for US

dollar borrowing) rate plus a margin. The Group

does not hold any interest rate hedge contracts.

BREXIT

The ‘transitional period’ for Brexit ended on

31 December 2020, introducing several

complexities into the Group’s operations within,

and distribution logistics to, Europe. The main

operational effects have been on the flow

ofgoods into the UK through the ports and

distribution from the UK to stores, territory licence

partners, wholesale trustees and eCommerce

customers in Europe.

We have established a customs warehouse in

theUK, which became operational in April 2021

and has partially mitigated the impact although

we expect there to be an ongoing adverse gross

margin impact on our European sales for the

foreseeable future.

EARNINGS PER SHARE AND

DIVIDENDS

The basic loss per share was 19.3 pence (2021:

loss per share 56.2p). Underlying loss per share,

which excludes non-underlying items, was a loss

of 16.4 pence (2021: loss per share 26.0p).

With consideration to the current trading

conditions and our commitments under the RCF

agreement, the Board has determined that no

final dividend is to be paid in respect of the

52weeks ended 29 January 2022 (2021: nil).

TheBoard remains committed to reinstating

shareholder distributions when it is financially

viable and responsible to do so.

Marc Dench

Chief Financial Officer

38 TB | AR—’22

FASHIONING A BETTER FUTURE

Caring for our people and planet

At Ted Baker, we want to do the right thing by our people and

ourplanet. That means making sure we have the tools and

processes to help our team members feel valued and we consider

all our stakeholders – from our supply chain partners to our

local communities – when making decisions.

It also means living by our belief that ethics and sustainability

gohand in hand, ensuring we uphold the highest standards in

ourbusiness and supply chains, treating everyone who comes

into contact with Ted Baker with respect, working collaboratively

to help our industry tread a lighter path. Indoing so, we will

realise our mission to ‘fashion a better future’.

We’ve organised this report around the four areas of our sustainability

programme – and we were pleased to have made good progress in

many areas, despite the ongoing challenges of the pandemic.

Our people

See how we are

building a company

that rewards our

people’s commitment

to our brand.

Our ethical sourcing

programme

Explore how we play

an active role in the

community working

with local partners

andschools.

Communities and

charity partnerships

Discover how we take

a proactive approach

to promoting positive

working conditions

and protecting

humanrights.

Planet

See the progress we

have made in lowering

our environmental

impact by using more

sustainable and

responsible materials.

Our values

In April 2021, we launched a new

set of global internal values, which

we developed using feedback

from team members across the

business. These values will

ultimately reflect our culture and

help us make meaningful choices

about the kind of company we

want to be:

We are AUTHENTIC

We are CURIOUS

We are COURAGEOUS

We are INCLUSIVE

We are KIND

SR GR FS

39TB | AR—’22

Caring for our people and planet

Highlights of the year

AUTHENTIC

We finished mapping our

nominated mills to strengthen our

ethical sourcing programme and

provide greater transparency.

We refreshed our sustainability

communications in our stores, with:

– new sustainable swing tickets

– in-store screen messages about

our sustainable sourcing targets.

Read more in our people

section on page 43

Read more in our people

section on page 45

Read more in our people

section on page 42

Read more in our people

section on page 45

Read more in our people

section on page 46

Read more in our people

section on page 44

KIND

We trained 30 team members

inour UK office and retail business

to become Mental Health First

Aiders (MHFA).

We relaunched our Ted Gives

Backvolunteering programme to

encourage more team members to

support causes close to their hearts.

We launched a pilot of our new

Ted’s Diploma programme at a

West London secondary school.

Read more in our people

section on page 44

Read more in our communities

section on page 47

We made good progress across all areas of sustainability this

year,including setting ourselves ambitious new carbon emissions

targets, committing to reaching 100% absolute net zero in our

Scope1and 2 emissions and reducing Scope 3 emissions by 46%

by2030. The table below shares some of the highlights in other areas,

collated by the value they support:

40 TB | AR—’22

FASHIONING A BETTER FUTURE

2,224

Total number of global

TedBakerteam members

Total number of nationalities,

including 37in our London

head office alone

870

years of service!

We’re really proud that this year

(toend December 2021) wecollectively

celebrated 870years of service –

including 121team members hitting

service milestones. Four have been

with usfor 20 years, 33for10 years

and the rest forfive years.

Our people at a glance

Our people

Our people make Ted Baker – from our team in our head offices to team

members out in our stores creating a welcoming environment for our

customers. They deserve to work for a company that rewards their

commitment to our brand, supports their wellbeing and helps them develop

their careers and personal aspirations as part of the Ted Baker family.

White British and white other 62%

Black, Asian and minority ethnic 18 %

Not known 20%

Our ethnic breakdown

5 years 68%

10 years 27%

20 years 3%

25 years 2%

Length of service

Female 71%

Male 28%

Other/Not specified 1%

Our gender statistics

1 As at 29 January 2022 – UK only

2 As at 29 January 2022

SR GR FS

41TB | AR—’22

REMARKABLE RESILIENCE IN

ANOTHER BUMPY YEAR

There’s no doubt that this has been another

tough year, with ongoing disruption caused

bythe Covid pandemic continuing to create

uncertainty at our offices, stores and distribution

centres. Of course, the pandemic has also had

avery personal impact on our team members

and those closest to them, and this year we have

learned not to underestimate the human toll

onenergy and personal freedom it has caused.

Thiswill influence and shape our culture as we

define it in the year ahead.

In short, it is thanks to the hard work, optimism

and determination of our teams that we have

continued to evolve, set important new

sustainability targets and uphold high ethical

standards in our supply chains despite another

incredibly bumpy year in the global economy.

Itis their commitment to Ted Baker and our values

that mean we can begin to move beyondthe

pandemic’s immediate shadow while continuing

to transform our business in a way that will help

build back our unique brand energy.

HELPING OUR TEAMS GET TO KNOW

OUR VALUES

Launching our values in April 2021 allowed us

toinvest time exploring what they meant to each

team throughout the business. This included

running a six-week virtual Global Values Festival,

which kicked off with a filmed conversation

between our CEO Rachel Osborne and Chief

People Officer Peter Collyer talking about the

collaborative way we developed our values.

Rachel also shared her thoughts in a separate

video on the importance of belonging, which

seemed particularly pertinent given the

pandemic we had experienced.

We were pleased to see team members from

across the globe get involved, with 39% of the

total content uploaded throughout the festival

being created and uploaded by team members

themselves. Team members shared their

self-created content and experiences via our

new learning and communications platform,

Thrive, from photos of their teams displaying

thevalues in their own ways toarticles that they

found informative, to videos that have inspired

them and sharing ideas about how they

couldbring these values more into their

day-to-day lives.

We’ll continue to share and embed our

valuesinthe coming months and years and

already have plans to incorporate them

intoourjob descriptions, weekly team

communications andwebsite homepage.

42 TB | AR—’22

FASHIONING A BETTER FUTURE

INTRODUCING NEW PLATFORMS TO

SUPPORT OUR TEAMS

As part of creating a more consistent approach

to the way we support, nurture and listen to our

teams, we launched three new platforms this

year, which we will continue to invest in:

Engage at Ted – our employee engagement

platform, launched in September 2021

Thrive at Ted – our digital learning and

communication platform, launched in

April2021

Develop at Ted – our online hub for

teammembers to record and track

objectives, feedback and ratings

launchedinMarch 2021.

Hearing from our employees via

EngageatTed

What our team members think about working

forTed Baker matters to us. Their ideas and

feedback help us evolve our culture and

theirviews and ideas were integral in the

development of our new values.

Thanks to Engage at Ted we have, for the first

time, a global snapshot of how our team members

see our business. The survey revealed areas of

strength like peer relationships and goal setting,

demonstrating the care and support our teams

show one another. And it has highlighted ways

that we can improve, including how we reward

team members, support mental health and

wellbeing and help teams engage with our

purpose and mission. We weren’t surprised to

see these areas come up given the impact of

Covid and the challenges associated with our

growth strategy, and we know we have more

work to do.

While listening is important, we must also act

onwhat we hear. Since the survey closed,

ourExecutive and Senior Leadership Teams

have taken time to respond to feedback via the

Engage at Ted platform and the majority of our

business areas now have action plans in place

to address priorities.

We also look for opportunities for our Board

tohear from team members. Examples include

engagement with the UK employee forum

(known as the Fresh Eyes Forum) by our then

designated Non-Executive Director for

workforce engagement, Helena Feltham.

Topicsexplored included internal

communications, the company culture and the

newly launched values. Some of the Forum

representatives attended theBoard meeting

inNovember, to share their thoughts and

reflections on life at Ted and meetthe Directors.

As Remuneration Committee Chair, Andrew

Jennings hosted a similar session with the Fresh

EyesForum to discuss the Committee’s role

andthe importance of governance, controls

andrewardacross theorganisation.

Engage at Ted

survey highlights

September 2021 launched

aglobal employee engagement survey

78% response rate

16,000 comments to enable goal

setting and forward planning

SR GR FS

43TB | AR—’22

THRIVE AT TED

This is the new digital home for all our learning and development

resources and communications materials. It provides everything from

information to support new season launches and visual merchandising

to training modules and supporting materials for key annual events such

as Pride and Black History month. It also houses a range of support

materials, on subjects like mental health and pandemic-related

furloughing. We can even use the platform to run virtual events, such

asour ‘Time for Tea and a natter’ events which encouraged people

tomeet virtually and chat with team members from other parts of the

organisation who they may never have met previously.

This is our first global people system and while it contains all

ourkeytraining materials, we’ve designed it to allow our 2,000+ team

members to connect and learn from one another. They can do this by

sharing their own content, commenting on other people’s content and

tagging one another. For example, store-based team members share

styling tips and cross-sell opportunities for the new season’s collection.

Our retail teams areembracing it to thefull!

Thrive at Ted has proved invaluable throughout 2021 when some

ofourstores remained closed due to the pandemic. It has allowed

team members to stay up to date and engaged with the business.

And as we’ve geared up to reopen those stores, we’ve used the

platform to runa Retail Revival campaign, outlining how teams

could kickstart store opening activities and providing any training

they need in advance.

Since launching Thrive at Ted, the response from our team members

hasbeen incredible, with 87% of all team members being active

users and 450,000 content views. What’s more, 57% of all the

content now on the platform was created by team members, versus

43% from our Learning and Development team. Itwas also

nominated for an industryaward.

“ The interaction between

different people, countries

and departments creates

aglobal vision of a great

team that is more than ever

united in this great project

of development and

transformation.”

Sandra

Location Manager

DEVELOP AT TED

Develop at Ted is our new platform for

colleagues to use to record and track their

annual objectives. Individuals can also see

feedback from their manager and any other

team members and access their notes from their

regular quarterly check-ins with their manager.

This means that theassessment of an individual’s

performance isbuilt up over the course of the

year and notes and feedback arecaptured

atthe time, rather than relying onthem being

recalled at the endof the year. Thisresults

inafar more comprehensive, accurate and

co-created review that properly reflects the

performance of the individual.

Develop at Ted

highlights

4,359 conversations held for

1,411individuals

Over

4,800 feedback comments

given by over 550 people

2,132 user accounts enabled

44 TB | AR—’22

FASHIONING A BETTER FUTURE

DEVELOPMENT PROGRAMMES FOR

OUR LEADERS AND NEW STARTERS

Our transformation plan isn’t just about new

systems and platforms. We also want to make

sure our leaders have the skills and support they

need to help us grow. This year we launched

two leadership development programmes

sponsored by our CEO Rachel Osborne.

Thefirst programme for the Executive Team

covered a range of leadership attributes such

asaccountability, achieving results, managing

conflict and building trust, all critical components

in building a high performing Executive Team.

Our second programme is designed to support

acohort of 21 current Senior Leadership Team

members and includes a mentoring initiative with

a specific female-to-female focus. This initiative

partners female leaders with more junior female

team members, supporting female talent to move

towards more senior and more highly rewarded

roles. The response to date has been hugely well

received by those participating.

We also created a new online induction

pathway to help our new starters get to know

Ted Baker’s history and values and introduced

anin-person ‘New To Ted’ induction workshop,

where social distancing rules allowed. We also

updated our mandatory new starter training

modules – available via Thrive at Ted –

onequality, diversity and discrimination,

disciplinaries, grievances, appeals and

whistleblowing to help them understand

ourexpectations on these important issues.

Following the relaunch of our Apprenticeship

Levy-funded training via an online hub in 2020,

this year we were able to support 14 new

apprentices across our Finance, Commercial,

Retail and People teams. This is an important

offering which we want to further utilise in the

coming years.

We will continue to roll out new tools

andprocesses throughout 2022, including

anewmanagement development programme

currentlyunder exploration for both new

andexperienced managers.

CREATING A CULTURE OF WELLBEING

One of the best ways that we can demonstrate

our value to be kind is by making sure we support

our team members’ mental wellbeing. This year,

we created a dedicated wellbeing channel,

available on Thrive at Ted with more than

100mental healthand wellbeing resources.

These covered subjects like looking after your

wellbeing, dealing with anxiety at work,

supporting others struggling with burnout,

managing stress, dealingwith uncertainty

andfinancial wellbeing.

In 2021, we also worked with Mental Health

First Aid England to provide training for 30 team

members in our UK office and retail business

tobecome Mental Health First Aiders (MHFA).

Thistraining involved professionally-qualified

tutors explaining the stigma and discrimination

around mental health and depression and

enabled team members to identify, understand

and help someone who may be experiencing

amental health issue.

We will continue to work with this organisation

totrain a member of the People Team in

becoming an MHFA accredited trainer,

sowecan help even more team members

develop theirskills in this area and expand

formaltraining tomanagers of teams.

In our retail operations, we ran mental health

awareness training for all our UK location

managers togivethem the tools and skills they

need tosupport team members who may be

experiencing mental health problems.

We will continue to focus on wellbeing in 2022,

with the launch of our new wellbeing strategy.

We are designing this strategy in direct response

to feedback from our team members during our

first Engage at Ted survey, which told us we were

below benchmark. We also learned that team

members need more support when dealing with

work-related stress.

SR GR FS

45TB | AR—’22

CONTINUING TO DEVELOP OUR

INCLUSION STRATEGY

With a presence in over 50 countries and team

members from 74 nationalities, we’re proud to

call ourselves a truly global business. We want

everyone who works for us to feel like they

belong to a company where diversity and

inclusion are as natural as breathing. To make

this a reality we are continuing to develop our

inclusion strategy and this year asked our team

members to get involved.

Working with external diversity and inclusion

experts, The Unmistakables, we ran a series of

Ted Listens sessions, inviting team members from

around the world to share their views and ideas.

These sessions highlighted areas where we can

improve and while rolling out our strategy has

been slower than we would like due to the

pandemic and competing priorities in this time

frame, we don’t want to rush. We are keen to

create a thoughtful, well-informed approach

toinclusion. This takes time but the result will

include a clear three-year roadmap to help

uscreate cultural change.

In the meantime, we continue to look for ways

tokeep learning. For example, we ran an

Inclusive Fashion workshop in June 2021. This

featured talks from external speakers, including

an influencer with a gender fluid brand, an

ethical fashion activist, a fashion and lifestyle

creator and a TED talk speaker on non-binary

representation. The workshop was designed

tohelp expand our understanding of inclusion

andthe value of taking an inside-out approach.

It helped generate ideas on the future direction

we could take and reinforced the physical and

mental impact on people living their lives, when

inclusion was ignored. In all 75 team members

participated, asking really interesting questions

about inclusion and the importance of belonging.

In March 2021, we also signed the British Retail

Consortium’s Better Jobs Diversity and Inclusion

Charter. The goal was to create retail jobs that

are more productive, higher paid, fit for the

futureand more rewarding for the retail

workforce, something we feel passionately

about at Ted Baker.

Nationalities

atTed Baker

46 TB | AR—’22

FASHIONING A BETTER FUTURE

MAKING TED BAKER A REWARDING

PLACE TO WORK

We have taken some important steps in the

pastfew years to create a more consistent

approach to our reward and benefits

programme, and wecontinued to focus

ourattention on this issue during 2021.

For example, we launched a new corporate

bonus scheme that aligns an individual’s reward

with both the Company’s financial performance

and their performance against personal

objectives. While we did not achieve the

financialobjectives element of the scheme,

wedid make a payment linked to performance.

This rewarded team members on the achievement

of their personal objectives part of the scheme.

We re-launched our Sharesave scheme for UK

team members, giving them the ability to save

money each month that they can then use three

years later to buy Ted Baker shares. More than

100 eligible team members (8% of the team)

signed up to the scheme in the first year.

Having rolled out our career-levelling framework

in 2020, we have now externally benchmarked

our UK salaries and are using this information

toensure our pay decisions are market-aligned,

fair and equitable. We have also developed

market-aligned pay frameworks for our retail

store teams.

Following consultation with our UK and

international teams, we launched a new retail

bonus scheme in 2022, which is linked to store

revenue targets. The scheme gives team

members the opportunity to earn more,

asandwhen those targets are exceeded.

GENDER PAY GAP REPORT

As part of our commitment to reducing

thegender pay gap we have:

Signed the British Retail Consortium’s

Better Jobs D&I Charter – we commit

to“increase diversity in the retail

workforce and lead the way to

becoming more inclusive employers”

Adopted ‘inclusive’ as one of our new

company values launched in April 2021

Rolled out our new inclusion strategy.

Through this, wewill grow Ted Baker as

a modern, representative fashion brand,

that creates belonging and invites

people inby giving everyone a voice.

Knock-on effect of Covid on our

genderpay gap

The pandemic has held back our efforts

toreduce the gap. As a result, our headline

mean and median gender pay gap figures

have increased from our previous reporting

years. Our mean gender pay gap at

5April 2021 was 26.8% – although this

calculation only accounts for 60% of

ouremployees because many were

furloughed at the reporting date.

“ We are keen to create a thoughtful,

transparent and well-informed

approachto inclusion.”

Peter Collyer

Chief People Officer

We’ve also introduced new benefits and

revisedsome of our existing benefits policies.

Forexample, we have:

Introduced a new KitTED policy in our Retail

business, giving our retail and wholesale

team members free kit to wear in-store

We introduced a new family leave policy

providing much enhanced maternity,

adoption and paternity leave payments.

Thisalso reduced the time someone must

work at Ted Baker before they are eligible

forenhanced family leave. We have also

introduced paid leave for any team member

if they or their partner suffers pregnancy loss.

This is over and above any required

medicalperiod.

SR GR FS

47TB | AR—’22

Communities and charitypartnerships

We have played an active role in the local community for many

years, creating education-focused challenges, masterclasses,

talksand presentations for local partners and schools.

LAUNCHING TED’S DIPLOMA

As the world begins to move beyond the

immediate impact of the pandemic, we’ve

alsostarted to get back to work on projects

thatsupport education and young people.

Forexample, in early 2022, we launched

ournew Ted’s Diploma and ran a pilot with

120students at a West London Free School.

The Diploma helps secondary school

studentsstudying for their GCSEs get a better

understanding of what it’s like to work in fashion

retail and the kinds of subjects and further

education they’d need for a career in our

industry. We designed the programme with help

from Camden Council’s STEAM Commission

and it includes a series of videos and challenges.

Examples include our Sustainability challenge,

which was to design a sustainable product,

focusing on considerations such as material

type,longevity, location of production and what

production techniques would need to be used.

Our design challenge involved creating amood-

board for Ted Baker’s S/S ’22 collection inspired

by the 1970s.

Once students have completed the tasks,

theyreceive a Ted’s Diploma certificate.

TED GIVES BACK

All team members who work at our head office

in London and our distribution centre in Derby

are entitled to a day off each year to take part

inour volunteering programme Ted Gives Back.

We re-launched the programme in early 2022

to encourage more people to get involved.

Inthe past, anyone taking part in Ted Gives

Back could only volunteer for our nominated

charity partner. However, we recognise that

volunteering is a deeply personal choice,

sowe’ve expanded our charity partner list to

include suggested causes near both offices.

Butthese are only suggestions, so we’re also

giving participants the option to share their skills

and knowledge with a cause close to their hearts.

“ The content for the

Ted’sDiploma is excellent.

Thebroad range of resources

and authentic challenge

assignments will enable

young people to experience

a diverse range of careers

atTed Baker/inthe fashion

industry. The excellent design

briefs will enable young

people to develop business

ready skills and attributes –

supported by expert insights

and criteria from Ted Baker

specialists.”

Richard Donnelly

STEAM Schools Manager

While Covid continued to affect some of this work, we were able to keep

adapting to make sure we keep supporting our partners.

Boxes of warm

clothing sent

toCare4Calais

forrefugees

entering the UK

500

Pairs of socks

donated to the

C4WS Homeless

project

UBB

Kitchen equipment

and food from the

Ugly Brown Building

donated to the social

enterprise Cook

forGood for the

Peabody Estate

48 TB | AR—’22

FASHIONING A BETTER FUTURE

Our ethical sourcing programme

We have a responsibility to look after everyone who creates, makes and wears

our products. That means taking a proactive approach in promoting positive

working conditions and protecting human rights. And it means working with

like-minded partners who share our commitment to maintaining safe and fair

labour practices and minimising their impact on the environment.

>160 Factories

19 Countries

approx.

40,000 People

>65% Are female

7,000 Migrant workers

Our top sourcing territories are:

China

Turkey

India

Portugal

Our global supply chain

We work in a complex global supply chain that affects the lives of thousands

of people around the world.

SR GR FS

49TB | AR—’22

STAYING FOCUSED ON STANDARDS

IN A CHALLENGING YEAR

Our Ethical Code of Conduct and auditing

programme are important ways in which we

canbe sure our supply partners meet our

expectations. We ask all our suppliers to adhere

to and implement our Code, which outlines the

minimum standards for safe, fair and decent

workthat we demand from our suppliers.

We also expect any supplier who makes

Ted Baker products to conduct third-party

annual ethical audits of their factories and

processes, to ensure they keep improving their

practices and processes so that their standards

stay up to scratch.

Despite the challenges, we have continued

toraise awareness on key supply chain issues

this year, including introducing mandatory

Modern Slavery training for all our team

members. Available via our Thrive at Ted

platform, it provides guidance on how to identify

the potential signs of slavery and highlights the

role everyone can play preventing it. We also

expect suppliers and new starters at Ted Baker

tocomplete the training as part of our on-

boarding process.

In 2022, we intend to roll out purchasing

practice guidance to all our Sourcing and

Production teams to help them understand the

implications their decisions have on factory

workers. This will cover areas such as how

changes made at product sampling stage

couldpotentially adversely affect working

hours.This means we need to give factories

clear forecasting so they have an earlier and

better understanding of our plans. And since

it’sessential that we stay in regular touch with

oursuppliers, we look for ways in which we

canunderstand each other better to prevent

anydelays.

OUR APPROACH TO ETHICS

ANDCOMPLIANCE

We see ethics and sustainability as

apartnership, helping us develop better

waysofworking and more responsible

businesspractices as we grow. That’s why

weask our sourcing partners and suppliers

toagree to meetTed Baker’s five minimum

ethical and sustainability requirements:

1. Agree and adhere to Ted Baker’s

EthicalCode of Conduct, Animal Welfare

and Responsible Materials Policy, and

Vulnerable Workers Policy.

2. Provide a third-party ethical audit or

certification every 12 months for production

sites. Acceptable standards are: SA8000,

SMETA, BSCI.

3. Address any non-compliances found in

theaudit in a timely and open manner.

Workon monitoring, remediation or

buildingcapacity, as requested.

4. Provide information on, or certification of,

sustainable materials and environmental

performance, as requested.

5. Be transparent with us

and agree to appear

in our six-monthly factory list and provide

details of subcontractors and homeworkers.

Our Ethics and Sustainability Team works

closelywith our Sourcing, Production and

Buyingdepartments to ensure all potential new

suppliers go through our rigorous screening

process. Checking that suppliers adhere to our

Ethical Code of Conduct is also an integral part

of our on-boarding process.

OUR ETHICS AND

COMPLIANCEPOLICIES

We publish our key ethics and compliance

policies online at tedbaker.com, including:

Ted Baker’s Ethical Code of Conduct:

outlines all commitments we require of

ourpartners and factories, based on

international conventions including The

Ethical Trading Initiative Base Code and

The United Nations Universal Declaration

of Human Rights and the Acts. We review

our Code on a regular basis to ensure it is

effective and in line with regulations.

Vulnerable Workers Policy: sets the

standard to protect the most vulnerable

people in our supply chain including

migrant workers, homeworkers, children

and young people, as well as temporary,

casual and agency workers.

Third-Party Policy: outlines our

minimumrequirements for third-party

partners for ethical standards and

sustainable fibre sourcing.

Animal Welfare & Responsible

Materials Policy: underpins our

commitment to responsible sourcing and

fair treatment of animals and includes our

list of banned and restricted materials.

1 SMETA audits can be either 2-pillar (labour and health and safety) or 4-pillar (labour, health and safety, environment and business ethics).

2 All tanneries must complete a Tannery Profile Form and certain high-risk countries are subject to additional requirements.

3 Any subcontractors and/or homeworker information must be disclosed.

50 TB | AR—’22

FASHIONING A BETTER FUTURE

MONITORING AND ADDRESSING

OUR SUPPLY CHAIN RISKS

Complex supply chains come with inherent

problems and we face key issues in two of

ourlargest sourcing countries. The use of

unauthorised subcontractors is a significant

riskinour supply chain, so we take extra care

toreview subcontractor sites to ensure they meet

our ethical and sustainability requirements.

Wedefine a subcontractor site as any facility

ordomestic premises (homeworkers) making

goods or carrying out manufacturing processes

outside the principal factory that supplies

Ted Baker directly. In Turkey, the use of multiple

subcontractors is a key challenge.

To ensure such visibility, in 2020 we engaged

athird-party to conduct an ethical audit for all

sites thatperform cutting, stitching and finishing.

In2021, we continued to map subcontracting

units undertaking all secondary processes,

whichincluded homeworking, to ensure we

havefurther visibility of this area of our supply

chain. We continue to request updated

information on our subcontractors annually to

gain further visibility throughout oursupply chain,

and minimise risk.

Covid has continued to affect our ability to

carryout audits this year, although we remain

committed to this auditing process and review

the situation on a factory-by-factory basis.

Forexample, we have offered some factories

agrace period between audits to keep

workersand auditors safe during the pandemic.

We have also faced ongoing delays in training

and documentation. For example, many

organisations have put regular first aid training

for their employees on hold. Another example

isthe struggle to get copies of documents from

governing bodies following inspections – things

like building permits and fire risk assessments.

In May 2021, we joined Sedex, an organisation

that provides a technology platform, tools and

data and works with businesses to improve

working conditions and responsible sourcing

practices within supply chains. As a member we

are now able to centralise the way we collect

audit information, giving us greater insights into

systemic issues.

Taking a tough stance on forced labour

Forced labour is a particular risk in garment

industry supply chains and Ted Baker continues

to have azero-tolerance policy on this. This is

clearly stated in our Ethical Code of Conduct,

and the independent third-party ethical audits

assess factories on our behalf to ensure they are

not using forced labour.

Our Ethics and Sustainability Team continues

tomonitor all ongoing global claims of forced

labour in our sourcing countries that are

considered critically high risk. This includes

continuing our deep dive analysis of all

manufacturing units and a mapping exercise

across each Tier involved in the production

process, to ensure we are acting with the utmost

due diligence for the protection of workers.

We have not found any evidence of forced

labour in our supply chain this year and we

continue to monitor our factories and mills closely

and work with our trusted suppliers and

third-party partners. Should we discover such

practices, wewould take immediate action and

communicate what we have done openly with

our stakeholders. We are currently documenting

our remediation policy, which we intend to

publish later in 2022.

SR GR FS

51TB | AR—’22

SHARING INFORMATION ABOUT

OURSUPPLY CHAIN

Understanding where and how Ted Baker

products are made is an essential part of our

ethical sourcing programme and we want to

make sure that we share that information with

ourstakeholders.

We update our Tier 1 factory list every six

months and publish it on our website. In 2021,

we started including our licence partners’

factories. We also supply this information to the

Open Apparel Registry (OAR) – a database

ofglobal apparel factories listed in one central,

open-source map. This year we also added this

map, which includes our Tier 1 and Licensee

factories, to our own website. We will aim to

add our unnominated cotton mills by the end

of2022 and begin mapping our Tier 2 factories

toincrease the visibility of our supply chain.

Inthe future, we will also look to add more data

tothe map, such as product type, number of

workers and parent company.

In 2021, we finished mapping the subcontractor

sites that our Tier 1 factories use, which went

beyond cut, make and trim processes to include

homeworkers. This provides us with much greater

visibility across our supply chain. Wewill

continue to monitor all our subcontractors

regularly to ensure we have the most up-to-

dateinformation.

In the future, we aim to disclose more information

about subcontractors in our supply chain.

Weare developing a subcontractor policy

tocreate a consistent standard and clear

process to mitigate the risk of unauthorised

subcontracting, which we aim to publish later

in2022. We also plan to map further down

oursupply chain to build a clear picture of the

suppliers who provide components, hardware,

trims and fabric.

MODERN SLAVERY

STATEMENT

We are committed to ensuring

no modern slavery exists in our

business or our value chain and

publish our Modern Slavery

statement annually to reflect the

risks within the jurisdictions where

we operate today and may

work in the future. Before we

consider entering any new

territory, our Ethics and

Sustainability team conducts

acomprehensive risk review.

Our Modern Slavery

statementis available at

tedbakerplc.com.

52 TB | AR—’22

FASHIONING A BETTER FUTURE

Our planet

Our carbon targets

In 2021, we took a crucial step committing ourselves to reach

100%absolute net zero inour Scope 1 and 2 emissions and

reducingScope 3 emissions by 46% by 2030, using2019 as a baseline.

Our planet at a glance

PROGRESS

50%

Recycled content for all

ofour polythene bags

PROGRESS

26%

Sustainable materials

in all our collections

PROGRESS

65%

Leather from LWG

orequivalent

certified tanneries

PROGRESS

11 %

of our polyester

recycled

PROGRESS

60%

of our cotton is organic, recycled

or Better Cotton-certified cotton

TARGET

100%

Renewable

energy at all sites

(Scope 1&2)

TARGET

30%

road freight

tobe electric

(Scope 3)

TARGET

60%

of our factories to use

renewable energy

(Scope 3)

Single-use packaging, fast fashion and wastefulness have all left their mark on our

planet. We have a responsibility to help address these issues, by lowering our own

environmental impact, incorporating more sustainable and responsible materials

into our collections and carefully managing the materials we use and the energy

we buy. We have made some good progress in recent years. For example, all of

our digital sales and retail bags are now made with FSC paper packaging.

SR GR FS

53TB | AR—’22

Scope 1 0.4k

Scope 2 4.0k

Scope 3 119.0k

Total 123.4k

Upstream T&D 1.2k

Business travel 1.3k

Waste 2.6k

Employee commuting 2.8k

Electricity 4.0k

Capital goods 7.0k

Use of sold products 16.8k

Other PG&S 17.2k

Manufacturing 17.0k

Textiles 50.0k

Our baseline carbon footprint

(

2019) tCO

₂

Scope 3 impacts (

tCO

Textiles 50.0k

Cotton 3.3k

Polyester 7.5k

Leather 9.0k

Wool 26.0k

Other PG&S 17.2k

Manufacturing 17.0k

Manufacturing of finished goods inclusive of:

waste; energy; machinery; processes.

Purchased goods and services: extraction,

production and transportation of goods and

services purchased of acquired.

Raw materials has the largest emissions impact.

Animal products make up

68% of textile emissions.

Out of all the textiles used by Ted Baker, wool

and leather are the most emissions intensive.

Animal products are the most emissions

intensive due to the animal rearing process

which contributes CO

, methane, and other

greenhouse gases to the atmosphere.

These textiles have other harmful impacts,

for example eutrophication of water.

A CLIMATE STRATEGY FOR NET ZERO

Reducing our carbon and waste footprint is

anobvious and pressing challenge and we’ve

continued to work with experts at Carbon

Intelligence to develop our climate strategy,

focusing on areas we can directly influence.

In 2021, we took a crucial step, committing

ourselves to reach 100% absolute net zero

inourScope 1 and 2 emissions and reducing

Scope 3 emissions by 46% by 2030, using

2019 as a baseline, being the most recent

‘normal’ year of trading.

To achieve this, we have also set a series of

supporting targets to reduce our emissions:

100% renewable energy across all our

global sites

30% of all our road freight to be transported

via electric vehicles

60% of the factories our suppliers work with

are to be powered by renewable energy

Embed more sustainable materials and

manufacturing practices in our raw material

and product specifications.

Our climate strategy has been submitted to

theScience Based Targets initiative awaiting

approval. Once approved, this gives us

confidence that we have put the right practices

and processes in place across Ted Baker to

reduce our carbon footprint.

While our strategy gives us a roadmap

betweennow and 2030, we will need to

ensurewe track and report on our progress

against our targets. Our new internal

CarbonSteering Group will help us do that.

TheGroup’s membership is made up of leaders

from across Ted Baker who are now responsible

for delivering our climate strategy. They are also

individually responsible for managing and

addressing climate change risks in their

individual businesses.

And since no one company can address climate

change on its own, we have also signed up

tothe British Retail Consortium’s (BRC) Climate

Action Roadmap, which aims to decarbonise

theretail sector by 2040.

Our baseline carbon footprint

Our Scope 1 and 2 emissions make up just

2%or our entire emissions. By far our biggest

carbon challenges lie in our supply chain,

since97% of all our emissions are classed

asScope 3. We know that the fibres we use

tomake our collections represent our biggest

environmental footprint.

We were able to see exactly howbigby

mapping our baseline carbon emissions. This

process showed us that 41% of our Scope 3

emissions come from the materials we use.

Italsoshowed that animal products make up

68% of our textiles emissions and that wool and

leather are Ted Baker’s most emissions-intensive

materials. Inthe case of leather, this is due to

theintensive cattle ranching associated with

themeat industry, from which all our leather

isaby-product.

While our focus for 2022 was on setting the

baselines for reporting against our new targets,

we did begin to make some progress, with

someearly initiatives to reduce our Scope 1

and2 emissions. One key initiative is that, from

calendar year 2022, all new company cars

willbe hybrid vehicles.

Our focus for 2023: reporting against

ourtargets

In FY23, we want to ensure we have the

processes in place to measure our emissions

accurately. We are working across all key

business areas to collate and monitor the data,

from recording energy usage in stores for

Scopes 1 and 2, to mapping all our transport

and logistics data for Scope 3.

Scope 1 %

Gas 0.3

Scope 2

Electricity 2.9

Scope 3

Textiles (including wool, leather, polyester and cotton) 41.1

Other purchased goods and services 14.0

Manufacturing 13.8

Use of sold products 13.7

Capital goods 6.1

Employee commuting 2.3

Waste generated in operations 2.1

Business travel 1.1

Upstream transportation and distribution 1.1

Packaging 1.0

Fuel and energy-related activities

(notincludedin Scopes 1 or 2)

0.4

End of life treatment of sold products 0.2

54 TB | AR—’22

FASHIONING A BETTER FUTURE

FY22 ENERGY AND CARBON STATEMENT

This statement has been prepared in accordance with our regulatory obligation to report greenhouse gas (GHG) emissions pursuant to the

Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, which implement the government’s

policy on Streamlined Energy and Carbon Reporting.

During the reporting period 1 February 2021 to 31 January 2022, our measured Scope 1 and 2 emissions (location-based) totalled 3,267 tCO

Thiscomprised:

FY22 FY21 FY20

Scope UK Rest of world Total UK Rest of world Total Total

1 220 97 318 141 120 261 369

2 – Location-based 1,082 1,867 2,949 797 1,225 2,022 3,553

2 – Market-based 0 2,194 2,194 0 1,328 1,328 3,553

Total Scope 1 & 2 – location-based 1,303 1,964 3,267 938 1,345 2,283 3,921

Total Scope 1 & 2 – market-based 220 2,291 2,512 141 1,448 1,589 3,921

Scope 1 & 2 intensity – market-based 0.00000777

tCO

e/£rev

0.001

e/sq f t

0.07

e/sq f t

0.004

e/sq f t

0.009

e/sq f t

Scope 3 2, 7 74 N/A N/A 2,600 149

Overall, our Scope 1 and 2 emissions (market-based) have increased by 58% in the year. The impact of Covid restrictions has meant that stores

and concessions have been open for business across the world, increasing worldwide energy consumption.

We have opted for measuring our intensity impact to tCO

e per £ revenue on account of this being more accurate than the global floor

spacemetric.

Our measured Scope 3 emissions totalled 2,774 tCO

e. Our material contributions are through Ted Baker concessions and fuel- and energy-

relatedactivities.

During the year our total fuel (natural gas) and electricity consumption (not including concessions) totalled 9,888 MWh. The split between fuel

andelectricity consumption is shown in the next table.

FY22 FY21 FY20

Energy consumption (MWh) UK Rest of world Total UK Rest of world Total Total

Electricity – not concessions

5,268 4,619 9,888 3,495 3,151 6,646 11, 410

Fuels

984 48 1,032 766 48 814 1,728

1 Natural gas

Methodology

We quantify and report our organisational GHG emissions in line with the World Resources Institute’s Greenhouse Gas Protocol Corporate

Accounting and Reporting Standard and in line with the Scope 2 Guidance. We consolidate our organisational boundary according to the

operational control approach, which includes all our Ted Baker sites. All concession and joint venture (JV) sites are reported under Scope 3.

TheGHG sources that constituted our operational boundary for the year are:

Scope 1: Natural gas, owned or leased vehicle mileage, refrigerants

Scope 2: Location- and market-based electricity consumption

Scope 3: Business travel, fuel-and energy-related activities (FERA), electricity from concession/JV sites.

In some cases, where data is missing, values have been estimated using either extrapolation of available data or data from the previous year

asaproxy.

The Scope 2 Guidance requires that we quantify and report Scope 2 emissions according to two different methodologies (dual reporting):

(i) The location-based method, using average emissions factors for the country in which the reported operations take place, and

(ii) The market-based method, which uses the actual emissions factors of the energy procured.

SR GR FS

55TB | AR—’22

RESPONSIBLE MATERIALS

While the materials we use represent

asignificant part of our carbon footprint,

theycan also have an impact on the

environmentin other ways. This might be

causedby using non-renewable oil sources

toproduce synthetics like polyester or the

intensive water and chemicals needed to

manufacture conventional cotton. It can also

include the risk of deforestation by the cattle

industry where our leather is a by-product.

Thereality is every material has the potential

tocreate an adverse environmental effect

ifitisnot sourced responsibly.

Addressing all these areas is a huge challenge

for our whole industry. But it is a challenge that

Ted Baker is tackling head on with a commitment

to switch to 100% more sustainable materials in

all our collections by 2030.

We made excellent progress this year, reaching

26% more sustainable materials overall. This is

9%higher than 2020 and would not have been

possible without the support of many of our

departments including our Design, Production,

Sustainability, Sourcing and Buying teams.

While we are delighted with this achievement,

our work to source sustainable cotton took

asubstantial knock this year, with the amount

wewere able to source falling to 60%. This

isdown from 69% in 2020 and short of our

internal 2021 interim target of 75%, which

wesetto keep us on track to achieve 100%

by2024. There are a number of reasons for

thisdecline, which we outline on in our cotton

section on page 57. We also provide more

detail on progress against specific targets in our

key materials categories in their relevant section.

TASK FORCE ON CLIMATE-RELATED

FINANCIAL DISCLOSURES

We are at an early stage of considering the

climate-related risks that we face, however our

initial view is that the most material climate-

related risks are likely to be in relation to:

Impact of climate change, such as higher

temperatures and water shortages, on the

price and availability of raw materials, such

as cotton, on which we are very dependent

Increased demands from customers for more

sustainable clothing, which is both a risk

andopportunity – a risk if our sustainability

performance is not seen to live up to our

customers’ aspirations and an opportunity,

ifour sustainability performance is seen

tolead our peers.

Our sustainability strategy is discussed on

pages52-59.

We have set out our progress against the

TCFDguidance and compliance, on a comply

or explain basis, with Listing Rule 9.8.6(8)

atpage170.

PROGRESS AGAINST OUR 2030 SUSTAINABLE MATERIALS TARGET

Interim target

2022

% sustainable

2021

% sustainable

2020

% sustainable

By 2030, we will switch to 100% more sustainable

materials in all our collections 26 17 12

COTTON

Interim target

2022

% sustainable

2021

% sustainable

2020

% sustainable

100% of our cotton is organic, recycled or

BetterCotton certified cotton by 2024 60 69 51

RECYCLED POLYESTER

Interim target

2022

% sustainable

2021

% sustainable

2020

% sustainable

100% of our polyester to be recycled by 2030 11 3 3

LEATHER

Interim target

2022

% sustainable

2021

% sustainable

2020

% sustainable

100% of our leather to come from LWG or

equivalent certified tanneries by 2025. 65 44 26

56 TB | AR—’22

FASHIONING A BETTER FUTURE

HELPING OUR CUSTOMERS MAKE BETTER CHOICES

We want to make it as easy as possible for our customers to shop

moresustainably. At the same time, countries like the UK have

introduced new legislation to hold businesses to account on

misleadingenvironmental claims.

To address both, we refreshed our sustainability messaging across

all our communication channels in 2021, including adding

sustainable swing tickets (certified by the Forest Stewardship

Council – FSC) to all our cotton, wool and polyester products that

contain 50% or more sustainable alternatives, such as recycled

polyester. We also added key messages about our sustainable

sourcing targets to our in-store screens and switched all our retail

bags and digital sales boxes to 100% FSC-certified and

recyclablecardboard.

To equip our retail teams with the knowledge to promote these

sustainable attributes to our customers, we introduced retail

sustainability product knowledge packs in 2021, which are shared

on amonthly basis to the team for any new styles launching.

To continue raising customer awareness of Ted Baker’s ‘Sustainable

Shop’, formerly known as the ‘Conscious Shop’, launched in 2020,

we added new badges to products that contain 50% or more

responsibly sourced materials. This shows customers that these

products were made using smaller quantities of water, energy

orchemicals.

And we continue to add new styles to our collection made from

responsibly sourced materials. For example, we launched our new

puffer bag range made with 100% recycled polyester, backed by

our first sustainable product marketing campaign to our customers

in2021.

In January 2022 we launched our athleisure and magnolia-print

branded products, made with sustainable materials like organic

cotton and recycled nylon. We expect to launch more sustainable

product campaigns later in the year.

“ We continue to add new styles to our collection made

from responsibly sourced materials, for example our

athleisure and magnolia-print branded products,

madewith sustainable materials like organic cotton

and recycled nylon.”

Cat Lee

Ethics, Communities and Sustainability Lead

SR GR FS

57TB | AR—’22

60%

Sustainable cotton

used in 2022

Cotton

Cotton follows an enormously complex journey

from farm to shop floor, passing through many

stages in the supply chain before it is sold as

aproduct.

In 2021, Ted Baker sourced 926 tonnes of

cotton, representing 27% of all the materials

weused in the year. Given that cotton is our

mostused material, it is essential we stay vigilant

to thepossibility of forced labour being used in

oursupply chain. We must also minimise our

reliance on conventional cotton cultivation, which

requires large quantities of water and chemicals.

We are proud of our track record in this area,

having been a member of the Better Cotton

Initiative (BCI) since 2016. BCI is a non-profit

organisation that promotes better standards in

cotton farming and practices. Over the past six

years we have steadily increased the quantity

ofBetter Cotton – the certified cotton we use in

our collections.

However, that quantity fell to 60% this year

(versus 69% in 2020) and is short of the 75%

target we’d set ourselves. This is disappointing

and the fact that we sourced 7%more cotton

than we had originally planned is due, in part,

toan increased use of cotton canvas within

ouraccessories collections.

Sourcing Better Cotton-certified cotton remains

incredibly important if we are going to achieve

our goal to source 100% more sustainable

cotton by 2024. So this year we will be working

closely with our suppliers to set Better Cotton-

certified cotton as a minimum requirement for

2022, delivering training in sourcing Better

Cotton and how they can submit the correct

certification, known as Better Cotton Claim Units

(BCCUs). We also intend to work with our mills

to help spot potential sourcing challenges earlier

on in the production process. We intend to do

this through organising regular check-in meetings

and taking a proactive approach to collecting

BCCUs on a quarterly basis.

Despite these challenges, we increased

theuseof organic cottons in our products

to26%in2021 – up from just 3% in 2020.

Thiswasthanksto the success of our Icon

Menswear Jersey range, made with 100%

organic cotton, as well as the fact that we

makethe majority of our socks with 50% or

moreorganic cotton. InNovember 2021,

wealso introduced linings on our accessories

made with 35% organic cotton.

In 2022, we plan to start training our product

teams on how to source in-conversion cotton

sothat we can begin to incorporate it into our

future collections. We are also a participant in

Textile Exchange’s (TE) organic cotton round

table so we can work with our industry peers

tohelp the organic industry grow.

58 TB | AR—’22

FASHIONING A BETTER FUTURE

WORKING WITH OTHERS TO

ACHIEVE OUR SUSTAINABLE

MATERIALS GOALS

To ensure the integrity of the sustainable

fibres we buy, we collect industry best

practice certification from our suppliers.

We are also exploring options to certify

our own products against sustainable

fibrestandards so that we can be more

transparent with our customers.

We are also a member of the global

non-profit organisation Textile Exchange

(TE) which connects brands, manufacturers

and retailers with the aim of reducing GHG

emissions from textile fibre and material

production by 45% by 2030. As part of

our membership, we participate on

working groups to help accelerate the

useof sustainable fibres in our industry.

Every year, Ted Baker takes part in

TE’sMaterial Change Index (MCI), the

largest peer-to-peer comparison initiative

in the textile industry. It tracks the textile

sector’s progress towardsmore sustainable

sourcing, as well as alignment with global

efforts like the transition toa circular

economy. More than 190 fashion and

textile brands take part. Companies are

scored in performance bands as either

aparticipant, developing, establishing,

maturing, or leading performance once

they have completed the survey.

We are proud of our progress with

ourMCI performance. After gaining

a‘participant’ score in2020, Ted Baker

was scored in the ‘maturing performance’

band in 2021. TE only awards this banding

level to companies that are pioneering

industry transformation with sustainability.

By taking part in the MCI, Ted Baker

candemonstrate our commitment to

transparency and continuous improvement

around our materials sourcing strategy.

Introducing lower-impact styles and

recycledcotton

There are other ways we can address cotton’s

environmental impact. For example, we’re

planning to increase the quantity of low-impact

denim washes from Jeanologia – which uses

smaller quantities of water and chemicals –

inour denim ranges.

Recycled polyester

In all, 11% of the polyester in our collections

came from recycled sources in 2021. This is 8%

higher than 2020, and thanks to our new puffer

bag range, made with 100% recycled polyester.

While we’re pleased with this growth, we still

have plenty of work to do. In 2022, we will

continue to look for ways to switch key product

groups over to recycled polyester. We’ve also

joined the TE recycled polyester round table,

tohelp accelerate industry-wide uptake.

Theround table aims to leverage industry

expertise by bringing together participation

frombusinesses, government, civil society

anddevelopment partners in the sourcing

ofrecycledpolyester.

Leather

This year, 65% of the leather in our products

came from LWG-certified tanneries. This is up

from 26% in 2020, putting us well on track to

hit100% by 2025. Of the tanneries we work

with, 43% received a gold score in their LWG

audit – indicating that they use the best available

methods in water, chemical and waste

management. We achieved this by working

closely with our accessories and footwear

suppliers to switch to LWG-audited tanneries

where possible and in the future we will continue

topush this as a minimum expectation.

In 2021, we used recycled leather for the first

time, incorporating it into selected footwear

styles. Over the next year we will continue to

increase the amount we use throughout our

accessories and footwear products, helping

toensure more of this valuable material does

notend up in landfill.

Tracing the source of our leather

We need to understand where our leather

comes from in order to assure ourselves on key

ethical issues. So, as well as our 2025 LWG

target, we’ve set ourselves a 2030 target to

ensure that 100% of the leather we use in our

products can be traced back to raw hide origin.

In 2019 we mapped all finishing tanneries that

our Tier 1 suppliers worked with and, since 2021,

have collected key information from new finishing

tanneries used for our products each season.

We already collect traceability information for

every tannery site that our suppliers work with.

InBrazil, the tanneries that our suppliers use

musthave an active two-year LWG audit as

aminimum requirement.

As part of the LWG audit protocol, tanners are

assessed on the level of traceability they have

ofthe raw material they purchase. Points are

awarded in the audit based on the traceability

systems a tanner has in place, which could be

either through the physical marking of a hide

orhaving documentation of origin in place.

Ted Baker will continue to make a high

traceability score a preference in a tannery’s

LWG audit. In 2022, the LWG will be

introducing mandatory traceability within its

audit protocol, to be gradually phased in for

tanners. We see this as a good first step in

working with tanners to improve traceability

wherever possible.

65%

Leather from

LWG sources

SR GR FS

59TB | AR—’22

Policy target Progress in 2021

Eliminate sourcing from endangered

specieshabitats and ancient and

endangered forests by 2022

Eliminate sourcing from controversial

suppliers (e.g. illegal logging or areas

reserved for indigenous peoples)

In 2020 we partnered with non-profit

organisation Canopy and committed to two

ofitspolicies

In 2022 we will map all of our Tier 4 fibre

producers used for MMCF fibres to eliminate

Canopy Red Shirt Producers, using the Canopy

Hot Button Report

Use only FSC-certified paper and

packaging for all branded and

unbrandedproducts

In 2021 we switched all digital sales boxes

andretail bags to be made with FSC paper

packaging. All of our new sustainable swing

tickets are also made with FSC paper

Preference for paper/packaging with

high-recycled content, reaching an

overall recycled fibre content in our

paper/packaging of at least 50%

average by 2024

In 2021 we switched our digital sales boxes tobe

made with FSC and recycled paper packaging.

The recycled content is 89%



All polythene bags must contain

aminimum of 50% post-consumer

recycled content

All polythene bags must contain

100%post-consumer recycled

contentby 2025

In 2021 we nominated a packaging supplier

forall of our polythene bags, which contain

50%recycled content

All plastic transit hangers need to be

made from a minimum of 50% post-

consumer recycled plastic

This year we will finalise our nominated supplier

for transit hangers, from which our suppliers will

sourceplastic transit hangers withaminimum of

50% post-consumer plastic

An update on using alpaca wool in

ourproducts

Ted Baker is committed to promoting the humane

and responsible treatment of animals, based on

the internationally recognised ‘Five Freedoms

and Provisions of Animal Welfare’.

As part of our Animal Welfare & Responsible

Materials Policy, launched in 2020, we banned

the use of conventional alpaca in our collections

due to documented concerns over animal

cruelty. In May 2021, the TE developed the

Responsible Alpaca Standard (RAS) to address

these concerns and ensure that the land where

alpacas graze is managed sustainably. In light

ofthis new standard, we have decided to allow

sourcing of RAS-certified alpaca. We work

closely with our suppliers to ensure they are

certified and continue to stress that conventional

alpaca remains a banned material in our

supplychain.

We also introduced a new Paper and

Packaging Policy in 2020, which contains

aseries of additional targets to help reduce our

packaging footprint. These include eliminating

any product sourced from endangered species

habitats and ancient and endangered forests

by2022, and ensuring all our polythene bags

contain a minimum of 50% post-consumer

recycled content, rising to 100% by 2025.

Supporting a circular textiles industry

The fashion industry has grown rapidly in the

past 20 years, but the corresponding rise in fast

fashion means people aren’t wearing clothes as

often or for as long before throwing them away.

As a result, only 1% of clothing is currently

recycled. The majority then ends up in landfill

oris incinerated. This has left a big problem with

waste, where the quantity of clothing that ends

up in landfill has grown dramatically.

We want to change that and are currently

developing our 2030 circularity roadmap,

based on the Textiles 2030 roadmap template.

This will define key milestones to help embed

circular principles into every aspect of our

business and set out the circular design

standardsand business models we’ll need

toadopt to help divert our products away

fromlandfill.

In the meantime, we continue to combat product

waste by donating our end-of-life stock to

reputable charities and partners. For example,

in2021, we donated 3.6 tonnes of end-of-life

stock to New Life, a charity that helps children

with disabilities and terminal illness. Through

much end-of-life stock now being repurposed

through sample sales in our head office,

wearepleased to see an ongoing decline

inourtonnage of unused stock.

Another way we have addressed product waste

in the wider industry is through taking part in

London Repair Week in March 2022. This is an

annual event that brings together a wide range of

businesses, not-for-profits and individuals to share

their repair expertise through events and

workshops. At the same time, it encourages

Londoners to grow their repair skills and

understand where they can get things repaired.

As part of this event, we hosted a two-day repair

shop for our team in our London head office.

People could bring in an item of clothing for

repairby a skilled repairer on site.

Creating a more circular textiles industry will

alsorequire collective effort. In April 2021,

webecame a founding signatory of UK waste

recycling charity WRAP’s Textile 2030 initiative.

This aims to reduce GHG emissions, shrink the

textiles industry’s water footprint and inspire

morecircular business models.

60 TB | AR—’22

RISK REPORT

Embedding our approach to risk

As the world becomes more uncertain, our approach to risk must be agile

and responsive. Two years ago, no one imagined the devastating effects

Covid would have – personally, socially and economically – and its fallout

will continue to affect us all for years yet. Equally, the sudden geopolitical

upheaval following the invasion of Ukraine has had a significant knock-on

effect on the global economy and means more disruption to supply chains.

Not surprisingly, managing risk well continues to be a key

element of Ted Baker’s business strategy and success.

Thetraditional idea of reviewing risk registers once a year

isno longer enough to adequately protect our brand and

business operations from the increasingly challenging and

unpredictable environment we operate in. We now constantly

monitor inherent risks and evaluate potential new risks as

theyarise, along with the actions we can take to reduce or

eliminate them where possible. It’s not an exact science but,

by embedding our approach to risk across the business, we

can be as prepared as possible to react to whatever the

world throws at us.

With all this in mind, we’ve continued to review our approach

to risk throughout the year. We’ve taken some important

actions, including:

Embedding a quarterly risk committee to define specific

risks and understand key challenges and associated

mitigating actions

Maintaining a corporate risk register, containing all

Group-level risks, prioritised by risk level

Establishing an Internal Audit team to bring a systematic,

risk-based approach to evaluating and improving

corporate governance, risk management and

internalcontrols.

The Board and the Audit & Risk Committee work together

with the Management Risk Committee to deal with different

aspects of the process. This includes:

Assessing and challenging the Group risk register

Reprioritising risks as new ones emerge or existing ones

are mitigated to an appropriate extent

Influencing mitigating actions

Escalating findings to the appropriate audience within

thebusiness.

We have a robust, ongoing process for identifying,

evaluatingand managing the significant and emerging

risksthe Group faces.

The tables that follow outline our principal risks and their

potential impact on the business, along with how we

managethem and how they’ve changed over the past year.

plc Board

Ultimately responsible for risk management

Executive Board

Oversees the Group’s risk management

processes and monitors mitigating actions

Audit & Risk Committee

(i) Monitors the effectiveness of the system of

risk management and internal controls and

(ii) Reviews and challenges key risks, associated

controls and management action plans

Management Risk Committee

Ensures consistent approach across the Group

Wider business

Internal Audit

SR GR FS

61TB | AR—’22

BOARD The Board is ultimately responsible for our approach to risk management and internal controls. It is also responsible

for reviewing how effective our management and controls are, and for setting the Group’s risk appetite. This is done

regularly, helping us to identify emerging risks and assess the status of existing risks. Risk management will continue to

be a key focus for the Board in the coming year.

AUDIT & RISK COMMITTEE The Audit & Risk Committee is responsible for overseeing and reviewing how effective the Group’s internal control

and risk management systems are. It reports its findings to the Board regularly during the year. The Committee also

assesses the findings and recommendations of the Management Risk Committee and of the Group’s external and

internal audit processes, and then looks critically at how the business responds.

EXECUTIVE TEAM The Executive Team is responsible for identifying and evaluating the significant risks that apply to its areas of the

business, along with designing and operating suitable internal controls. These risks are assessed regularly during the

year and may come from a variety of internal or external sources.

MANAGEMENT RISK

COMMITTEE

The Management Risk Committee was re-established in the past year. It reviews risk management and control

processes for each of our key business areas. Its members include relevant people from the Executive Team, heads

of department and functional experts. This helps to establish and encourage ownership of risk across the business

and to keep risk front of mind every day.

OVERSIGHT

Our risk oversight approach is designed to give a clear picture of risk from every angle – from external factors that could impact

the Group to how risk affects our strategy, business model and operations.

OUR WORK THIS YEAR

The leadership team did a full business risk

assessment in December 2021, as part of our

continuing process to develop a robust internal

control structure within Ted Baker and its

operating subsidiaries. This risk assessment

process makes sure that management has

considered the major risks that affect or could

affect our ability to deliver our objectives

effectively and developed strategies to minimise

or monitor the impact of these risks. This means

we can protect the interests of our individual

businesses, the Group and its shareholders.

These risks largely fall into one of four categories:

Market and economy risks – these are risks

in the external market environment that could

affect our business’s strategic direction and

financial performance, such as reduced

consumer demand in key target markets or

significant disruption to our operations

Brand, reputation and market position

– these are risks of damage to our most

important asset, the Ted Baker brand, which

could adversely affect our market position

Operational – these are risks that are

inherent to the way our business operates,

such as losing a key facility or a business-

critical system, key personnel risks and

disruption to a supply chain

Finance, legal and regulatory – these

are risks that are directly linked to the

financial and legal management of the

Company, such as liquidity management,

financial commitments, credit default and

internal controls.

Each risk is then assessed against two criteria:

Likelihood – the likelihood that such an event

could occur in the coming three years

(weassess all risks in the context of delivering

our three-year plan)

Impact – the higher of either the direct

financial impact or the reputational impact

ofthe risk occurring.

We’ve also created a new Internal Audit team to

support risk management within Ted Baker, and

the Internal Audit Charter has been presented

and approved by the Audit & Risk Committee.

This Charter defines how the team supports

management to protect Ted Baker’s assets,

reputation and sustainability by independently

and objectively evaluating the design,

implementation and effectiveness of our

internalcontrols and risk management and

governance processes.

The Management Risk Committee does ‘horizon

scanning’ to identify emerging or elevated risks

for the coming year and beyond. We closely

monitor and evaluate these emerging risks and,

where necessary, implement mitigation activities.

Our emerging risks now include:

Takeover offer for Ted Baker – the Board

received a takeover approach in the new

financial year and, since then, a formal sales

process has been launched. A process like

this creates risks around brand and

reputational damage, disruption to

management and loss of key talent

Climate – the wider implications of climate

change, including rising temperatures and

regional water scarcity, create risks around

our business operations and for our key

suppliers. Regulatory and reporting

obligations are also increasing at pace,

asare stakeholder expectations

Inflation and cost of living – rapidly rising

living costs across our key retail markets could

dampen consumer demand and so slow the

recovery of retail markets already challenged

by the disruption of the pandemic

Data management and digital marketing

capabilities – as we increase our focus on

customer relationship management and

growing our digital sales channels, we risk

not having sufficient capabilities to deliver

thisstrategy or enough control over customer

data management.

62 TB | AR—’22

RISK REPORT

Principal risks

We are evolving the way we categorise different drivers of risk so, this year, we have restructured our

principal risk categories. We’re now considering external market risks first, and then focusing on internal risk areas:

brand and reputation, operations, and financial, legal and regulatory. The Management Risk Committee classifies risks

across more subcategories, to reflect the business’s different functional areas and operational value chain.

MARKET AND ECONOMIC RISKS

Risk and impact How we seek to mitigate the risk Movement in the year

COVID

The Group remains exposed to future waves of

Covid, which could again see measures like

lockdowns, enforced store closures, travel

restrictions and disruption to business operations

and supply chains as well as impacting consumer

shopping behaviours with reduced city centre

footfall and demand for formalwear.

Our response to the disruption felt by our people,

operations and supply chains in the past two years

gives us a clear and well-tested set of responses to

quickly:

Minimise future impact on our operations

Maximise sales through those channels, partners

and markets less impacted by restrictions.

The global rollout of effective

vaccines appears to be reducing

the need for government-

enforced restrictions.

Meanwhile, we have taken steps

to reduce our fixed cost base

and continued to diversify how

we source our products globally.

COST OF LIVING

Rising cost of living and declining real wages for

many people will mean less disposable income

and reduced demand for non-essential items. This

could mean we need to discount surplus stock,

which would affect profitability and cash flow as

well as damage the Ted Baker brand.

The Ted Baker brand is directed to a customer

demographic that may be somewhat insulated from

economic downturns. We carefully monitor daily

and weekly sales data and update our trading plans

and stock purchases accordingly. Members of the

Executive Team review and sign off markdowns or

price reductions.

The rising costs of fuel, utilities

and food mean we’re seeing

increased consumer ‘cost of

living’ across our markets.

PRODUCT COST INFLATION

Increasing fuel, energy, labour and supply chain

costs are likely to put pressure on the cost price of

our products. This could lead to tighter selling

margins and lower profitability.

We place orders with our suppliers several months

ahead of delivery dates, helping us to lock in prices

and react to future price increases. We look at many

options – including selective price increases,

sourcing location and production efficiencies – to

mitigate the impact of increased costs.

The rising costs of fuel, utilities,

labour, commodities and freight

are likely to increase the cost of

goods purchased.

CUSTOMER BEHAVIOUR CHANGE

We fail to understand and respond to changes in

customer preferences – for example, lack of

product diversity, preferred shopping channel or

influencer recommendation – which sees

Ted Baker lose its competitive edge. This could

lead to a loss of sales, reduced margins, missed

opportunities for growth and brand dilution.

We maintain a high level of market awareness and

an understanding of consumer trends and fashion –

including using a leading trends agency – so we can

respond to changes in consumer preference. We use

customer data to develop targeted marketing and

promotional activity. We continue to focus on

product design, quality and attention to detail.

After the year end we launched our new web

platform to enhance our digital sales capability.

FX RATES

We purchase our products primarily in US dollars

and euros but generate the largest proportion of

our sales in sterling, followed by US dollars.

Adverse movements in FX rates could mean higher

cost prices for products and lower margins and

profitability.

We maintain a regular and rigorous forecasting

cycle for purchases and sales. With this, we apply

our hedging policy under which we may enter

forward contracts to hedge expected FX risks and

manage cost variations.

FX rate volatility has increased,

given countries’ different

responses to and recovery

expectations from Covid and

since the invasion of Ukraine.

REGULATORY AND POLITICAL CHANGES

Changes to regulation, duties, taxes and related

reporting requirements increase the cost and

complexity of doing business globally – for

example, Brexit and the increased focus on

sustainability and carbon reporting.

If we fail to comply with regulations, we could

receive material fines that would affect cash flow

and profitability.

We maintain a monitoring programme for new rules,

regulations, taxes and duties that could impact our

products, packaging, supply chains, people, data,

other business activities and reporting requirements.

The monitoring is done by internal subject-matter

experts and external advisers.

SR GR FS

63TB | AR—’22

BRAND, REPUTATION AND MARKET POSITION

Risk and impact How we seek to mitigate the risk Movement in the year

BRAND DAMAGE OR DILUTION

The Ted Baker brand is our biggest asset. Any

action or event that damages the brand with our

customers could significantly affect shareholder

value and lead to lower sales.

This could happen through a specific unforeseen

or mishandled event, or more gradually over time

through insufficient focus, tracking and stewardship

of the brand across our channels, partners and

product assortment.

We have a crisis management protocol in place,

supported by external advisers, to rapidly

communicate internally and externally about

potentially brand-damaging events.

We have a team of internal stakeholders and

external consultants dedicated to protecting

Ted Baker’s reputation. We deal with reputational

issues swiftly and in a considered way.

We carefully consider each new partner we do

business with. All our existing partners are subject to

due diligence and ongoing monitoring to make sure

they remain appropriate for the brand. New product

extension areas, including through licensed partners,

are agreed by the Board.

The impact of the global

pandemic on business

operations and our supply

chains, together with more

geopolitical uncertainty,

increases the complexity of,

and inherent risk within, our

operating environment.

Consumer expectations from

brands they engage with have

also increased, so our

responses to external events

and underlying social trends

are increasingly scrutinised.

PRODUCT DESIGN

A revitalised product mix with new product

categories, combined with a change in focus on

target audiences, could send mixed messages to

consumers. This could mean losing loyal core

customers and failing to engage new customers

and influencers.

We have in-house design teams for all categories

to make sure the Ted Baker DNA is reflected in

new products.

The critical path for product design includes

prototypes and samples, as well as a ‘sell-in’

process to wholesale buyers. This process gives us

rich feedback on the likely success or failure of new

product designs.

As we refresh the Ted Baker

product range across

categories to make it more

contemporary, we increase the

risk of product-design failures

within a seasonal range.

STRATEGY

Failing to deliver an effective strategy could mean

Ted Baker doesn’t realise its long-term ambitions.

This could be caused by:

Failing to implement the strategy because of

poor prioritisation or communication

Designing and implementing the wrong strategy

Failing to respond or pivot the strategy quickly

enough if the operating environment changes.

The Group’s Directors and Executive Team regularly

monitor and assess how well our strategy and

supporting execution plans are being delivered.

These plans are designed to successfully

communicate and deliver the strategy while

mitigating any risk.

We monitor the external environment to get regular

insights into and analysis of the market, our

competitors and our own brand strength among our

target customers. If this monitoring highlights a

significant change or trend, we review this at Board

and Executive Team level to work out if we need to

adjust or add to our strategy.

DIVERSITY AND INCLUSION

Without a sufficient focus on inclusion across all

areas and levels of the business, we risk not

maximising the potential from a truly diverse and

inclusive team and not being representative of

either the communities in which we operate or our

customer base.

Not addressing diversity and inclusion in an

authentic and focused way could result in

adverseemployee and customer reaction and

reputational damage.

The business has engaged a specialist consultancy

to support us as we build our inclusion strategy.

Wehave held listening sessions across the Group

and are building a clear plan to recognise inclusivity

as a global business.

Although the underlying

importance and risk has not

changed from previous years,

our awareness of its importance

to employees and customers

has increased.

64 TB | AR—’22

RISK REPORT

BRAND, REPUTATION AND MARKET POSITION

Risk and impact How we seek to mitigate the risk Movement in the year

CUSTOMER DATA

With a large and growing customer database and

multiple touch points for our customers, it’s

imperative that customers trust us with their

personal data.

An accidental or cybersecurity breach of customer

data is likely to lead to reputational damage as

well as significant fines from relevant data

authorities.

We maintain customer data in a secure data

environment. All employees involved in customer

data activities receive training in the requirements –

for example, in cybersecurity and GDPR.

We only provide customer data to a third-party

processor where it’s specifically allowed in our data

policy – and where the third-party has been

evaluated for their data-security protocols.

You can find more information in the next table under

Critical business systems failure and cybersecurity.

Cybersecurity attacks continue

to increase across all networks,

with a notable step-up from the

time of the invasion of Ukraine.

SUPPLY CHAIN

We source product from third-party factories

across many markets, including China, Turkey,

India and the EU. If our suppliers fail to comply with

ethical standards, it could be damaging to our

brand and reputation.

All product suppliers are required to sign up to our

Code of Conduct and are regularly audited to make

sure they are compliant with our ethical standards

and guidelines.

We added several new

suppliers in new markets

during the year as we aimed to

reduce the risk of concentrating

our supply chains in a

single market.

OPERATIONAL

Risk and impact How we seek to mitigate the risk Movement in the year

SIGNIFICANT BUSINESS DISRUPTION

A lack of resilience or business continuity planning

could mean failing to withstand shocks or not

adapting during a crisis – for example, failing to

take more sales online when shops are forced to

close, or not adapting and communicating

effectively during Covid-related lockdowns, store

closures and work from home mandates.

The severe disruption caused by the pandemic

during the past two years means we have well-

rehearsed crisis management and business

continuity plans in place for a wide range of

operational and business disruption scenarios.

Our Board and Executive Team have developed

agile ways of working to rapidly identify, evaluate

and respond to significant business disruptions.

Our diversified sales channels across owned and

partner, physical and digital channels in several

markets provides us with some inbuilt mitigation.

We launched a new cloud-

based web platform to increase

resilience and support digital

sales in case of more store

closures.

We continued to reduce our

fixed cost base and financial

commitments, such as through

store leases with shorter terms

and lower rents.

SUPPLY-CHAIN DISRUPTION

Supply-chain disruption can mean a delay in

receiving seasonal product and/or increased

freight costs. We may need to use higher-cost air

freight to make sure product is delivered on time.

Significant product delays can lead to late

deliveries to our retail channels and wholesale

partners, which could result in higher markdowns.

Higher freight costs will affect our product margins

if no action is taken.

We restructured and upskilled our in-house

global shipping team and established new

freight-forwarder relationships to provide more

options and agility in sea-freight bookings and

freight-cost management.

We have worked to secure freight bookings in

advance at committed rates and, where necessary,

used air freight to make sure key products are

received on time.

We’ve seen continued high

sea-freight costs and shipping

delays because of Covid and

geopolitical upheavals. This has

led to HGV-driver shortages

and increased costs to inbound

land freight.

CONTINUED

SR GR FS

65TB | AR—’22

OPERATIONAL

Risk and impact How we seek to mitigate the risk Movement in the year

CRITICAL BUSINESS SYSTEMS FAILURE

AND CYBERSECURITY

The loss of a critical business system for an

extended period through general failure or a

cyberattack could prevent us from delivering sales

through our retail channels or prevent our

employees from being able to undertake key

activities to operate our business and safeguard

our assets.

Development and implementation of new systems

and interfaces can result in increased risk.

The Audit & Risk Committee periodically reviews

cyber risk as a specific topic and tracks how our

agreed improvement actions are progressing.

During the year we introduced a new security

manager role and adopted new security measures.

We have mandatory training modules for all

employees and regularly test our cyber defences at

the network, system and individual level.

The Group also has a clear and robust approach to

change management, with project managers to

oversee major projects with key business

stakeholders.

We have a steering committee – which includes

senior team members across IT, legal and

procurement, and external professional advisers as

required – to review major IT projects.

As the frequency of attempted

cyberattacks has increased

across the internet, so we have

continued to invest in and

develop our cyber defences.

NEW SUPPLIERS

A failure to adequately evaluate suppliers, set up

suitable commercial contracts or establish supplier

management protocols (including ongoing

monitoring) could leave Ted Baker exposed to

supplier failure, an inability to source goods,

product quality issues and/or reputational risks.

These could manifest as missed sales opportunities,

excess stock and adverse margin, profitability and

cash effects.

We have rigorous supplier evaluation processes

and have reduced the number of suppliers

we work with globally, concentrating on our

strongest partnerships.

All the product we receive from new suppliers is

subject to quality-control checks.

TALENT MANAGEMENT

Failing to attract, motivate and retain great talent

could mean we can’t achieve our strategic goals

because we lack the innovation, capabilities and

diversity to deliver our strategy and respond to

customer and market needs.

Failing to attract new team members with the

right capabilities or to be competitive in the market

(salaries, benefits and flexible working) could

also make it harder for us to deliver our

transformation strategy.

Each year the Remuneration Committee reviews our

people strategy and performance metrics, including

employee retention, diversity and inclusion, and

reward benchmarking.

An annual benchmarking review makes sure we

offer competitive remuneration and total reward

packages. We also use long-term share-based

incentive schemes to retain key talent.

We drive employee engagement through our

culture, values and working environment, and

measure this with an annual survey. Specific action

plans are developed for any areas of improvement

identified in the survey.

Succession plans are in place and have been

reviewed during this reporting period.

The Group has put policies and procedures in place

to detect and deal with any issues our people raise.

This includes an independent helpline.

CONTINUED

66 TB | AR—’22

RISK REPORT

FINANCIAL, LEGAL AND REGULATORY

Risk and impact How we seek to mitigate the risk Movement in the year

FINANCIAL COMMITMENTS AND

CAPITALEXPENDITURE

Poor management of our financial commitments,

including longer-term liabilities and capital

expenditure, could mean we’re not as flexible or

responsive in adapting to external market challenges

like Covid restrictions, supply chain disruption and

cost inflation, or to specific changes affecting the

retail sector.

The Board approved a ‘capital-light’ growth strategy,

growing our brand presence and sales through

third-party partners and reducing our capital investment.

To help deliver against this strategy and give us control,

we have an Investment Committee that reviews and

approves all capital expenditure and longer-term

financial commitments, including new or renewing

leases and partnerships.

Store leases make up a significant proportion of our

longer-term liabilities. We have a programme to reduce

store lease commitments through shorter leases and

reduced and turnover-only rents. We will only enter into

a new lease or renew an existing one if it meets our

financial return and pay-back criteria.

We make sure that appropriate depreciation and

amortisation periods are used to reduce the risk of

unexpected (non-cash) write-offs, and we do asset

impairment reviews twice a year.

We have made good

progress on our store

lease programme,

reducing lease

commitments and

increasing lease flexibility.

FINANCIAL BORROWINGS, LIQUIDITY

ANDCREDIT RISK

We rely on financing from banks and/or capital

markets to fund working capital and business

operations over the short and medium term.

We are exposed to credit risk and financial loss

through non-payment from our wholesale customers.

Ted Baker has a central treasury function that oversees

liquidity, FX, financing costs and lender relationships.

We maintain regular and active contact with our

lending banks.

Short-term and long-term cash flow and liquidity

forecasts are updated on a regular basis and made

available to the Board. Two members of the Board,

including the Chief Financial Officer, review and

approve the short-term cash flow forecast each month.

Debtor balances are reviewed each month too, and

any past due balances are followed up. We establish

and maintain credit limits for all trade customers.

In May 2021 we extended

our revolving credit facility

to November 2023 and

amended the covenants.

This was further amended

in April 2022, to provide

sufficient headroom for

the severe but plausible

projections as outlined

in the going concern

assessment.

SR GR FS

67TB | AR—’22

FINANCIAL, LEGAL AND REGULATORY

Risk and impact How we seek to mitigate the risk Movement in the year

INVENTORY LEVELS

Inventory purchase commitments are made several

months before the finished products arrive at our own

and third-party distribution centres and stores for sale

to end customers.

Inaccurate forecasting, lack of relevance to customers

or other market conditions could leave us with

excessive stock that we’d have to discount or write

off. This would impact our profitability and cash flow.

Poor inventory controls, and complexity in accounting

for duty and freight and other related costs of goods,

could result in a write off that damages profitability

and asset values.

We use data to forecast demand on a rigorous and

regularly updated cycle. This allows us to order the right

amount of stock. Budgets to buy inventory are signed off

at Executive level each season.

We hold weekly and monthly trading review meetings

to look at sales and stock levels at a granular level. This

means we can take swift action if we’re selling less of

some products than expected and so minimise the

amount we might have to discount.

We do regular stock counts across our stock-holding

locations and apply an inventory-obsolescence policy

to older items.

CONTROL ENVIRONMENT

Insufficient or inadequate checks, controls and

processes could result in limited financial oversight,

leading to errors, misstatement or fraud.

A weak control environment could lead to poor

business decisions or decisions made by team

members who do not have adequate insight or

authority – for example, changing supplier or

customer payment terms, or making decisions around

the stock we hold or need to buy.

A weak control environment could also make it

harder to forecast revenues and profits and lead

toinaccurate accounting.

During the second half of the year we established an

Internal Audit team. The team is developing a plan to

review and report on the priority control areas for the

Audit & Risk Committee.

CONTINUED

68 TB | AR—’22

GOING CONCERN AND VIABILITY DISCLOSURE – FY22

BACKGROUND AND CONTEXT

The retail sector globally has been through

aperiod of unprecedented challenge over

recent years. Prior to the global pandemic the

sector was experiencing an underlying shift in

consumer behaviour with more purchases being

made online and a reduction in footfall in many

physical store locations. The global pandemic

resulted in an extended period of extreme stress

for many consumer and retail businesses with

enforced store closures, supply chain disruption

and high volatility in traditional demand patterns.

With the successful roll-out of vaccination

programmes worldwide and restrictions being

eased or fully removed, there are signs that

consumers are starting to revert to pre-pandemic

behaviours of travel, work, socialising and

shopping – albeit that footfall levels remain

below pre-pandemic levels in many traditional

shopping locations. The knock-on effects of the

global pandemic continue to be felt with

continued disruption to supply chains, input price

inflation pressures and the consumer facing rising

increasing inflation resulting in a higher ‘cost of

living’. These factors, that were already creating

uncertainty and forecasting challenges, have

been exacerbated by the invasion of Ukraine

inearly 2022.

Considering the above, the focus on businesses

ability to continue to trade whilst meeting their

financial commitments over future periods is

understandably high.

Given this context, the Directors have undertaken

a comprehensive assessment to consider the

going concern and longer-term viability of the

Group and Company. In making their

assessment the Directors have considered

thefollowing:

Brand and trading model – Ted Baker is a

global lifestyle brand with a large and loyal

customer base. Brand awareness and brand

strength remains at high levels in the Group’s

priority markets of UK, North America,

Germany and the Middle East. The Group

operates across diversified channels

including its own stores and tedbaker.com

website; franchise stores; third-party

concession stores and online platforms and

via wholesale partners. The Group also has

an important product licensing business

reflecting the potential for the Ted Baker

brand globally. These areas are detailed

more fully in the Strategic Review

Current trading performance and

financialposition – as detailed within this

Annual Report

Financial commitments – including capital

commitments, lease commitments, stock

purchases and other non-variable/

non-discretionary costs. The Directors note

the relatively short store lease commitments

– less than three years on average, and the

progress made on renewing leases on

favourable terms

Committed borrowing facilities – as detailed

further below

Sources of liquidity – including permanent

and temporary measures to improve the

liquidity position of the Group. These

measures are not included in the Base Case

or Downside Case forecasts noted below.

The Directors note that the Group has made

good progress in the second year of its

three-year transformation plan, reducing fixed

costs in the retail channel and head office and

reducing the capital intensity of the Group.

Furthermore, the Directors note that the Group

has recently launched its new digital platform

following investment made over the 18 months

preceding the going concern period.

INTRODUCTION

The consolidated financial statements have been

prepared on a going concern basis. The

Directors have prepared a going concern

assessment covering the 12-month period from

the date of signing these financial statements,

which demonstrates that the Group can operate

within its existing facilities and can meet its

financial covenant tests during this period.

The Directors’ assessment considers the

principal risks facing the business and an

evaluation of financial forecasts prepared by

management. Two primary financial forecasts

have been evaluated:

Base Case – reflects a detailed three-year

period to January 2025, incorporating the

Board approved budget for the current

financial year (FY23)

Downside Case – based on ‘severe but

plausible’ assumptions for the level of sales,

gross margins, operating costs and cash

generation prospects of the Group over the

same period.

The Group’s going concern assessment has

been based on the 12-month financial forecast

derived from these longer-term forecasts.

The Group holds an £80 million Revolving

Credit Facility (RCF) maturing in November

2023. Atyear end, the RCF had been drawn

down £8.0 million and the Group had a net

cash position of £3.1 million. On 22 April 2022,

the Group agreed with its lenders to adjust the

covenant tests over the remaining life of the

facility to provide more headroom for the Group

given the prolonged disruption of Covid and the

impact of the Omicron variant on the Group’s

trading in the final weeks of the last financial

year. The RCF facility size remains the same, with

financial covenants reset to levels that reflect the

levels of disruption modelled within the

Downside case.

SR GR FS

69TB | AR—’22

In forming their assessment on going concern the

Directors have considered the Group’s ability to

meet its covenant tests and operate within the

liquidity headroom provided by the RCF under

the Downside Case forecast. The Directors

believe that, with due consideration to the

forecasts, the underlying strength and appeal of

the Ted Baker brand alongside the positive and

supportive relationship that the Group has had

with its lender banks, the Group will be able

toagree an extension of its borrowing facilities

atan appropriate level and terms prior to the

maturity of the current facility in November2023.

BASE CASE

The Base Case forecast is centred on an

assumption of progressive recovery from the

impact of Covid on our own and third-party

physical retail channels, and on strong growth in

our own eCommerce sales in the second half of

the year following the launch of our new digital

platform in the first quarter and reflecting the

subdued performance of our eCommerce

salesin equivalent periods of the prior year.

Areduction in the Group’s fixed cost base is

incorporated based on efficiencies delivered

through the transformation plan. The Base Case

assumes that no further lockdowns, social or

travel restrictions are implemented over the

going concern period.

Significant assumptions within the Base Case are:

Store sales recover to 80-85% of pre-

pandemic levels, with the removal of social

and travel restrictions and a return to city

centre shopping locations. A full year of

physical store operations is assumed, with no

enforced closures. Store sales are forecast at

an individual store level reflecting the country,

type of location and performance trends

when restrictions were eased in the prior year

eCommerce sales are forecast with strong

growth in the second half of the year driven

by i) an increase in sales through 3rd party

concession channels where we have

increased the product range and availability

on key partner platforms and, ii) increased

sales on tedbaker.com, following the launch

of our new platform and reflecting the

weaker comparable period.

Wholesale sales are forecast to increase at

low double digits levels but remain at less

than 80% of pre-pandemic levels. Although

our wholesale partners are subject to the

same footfall recovery assumptions as for our

own retail stores and concessions, we have

applied a more conservative recovery

assumption due to the globally diverse nature

of our wholesale partners.

Product licence income is projected to

recover in line with the growth of physical

retail channels, as retail footfall returns and

travel restrictions are eased

Operating costs include variable costs (such

as distribution costs and digital marketing)

that are based on contracted or expected

market rates and the sales forecast by

channel. Fixed costs (such as payroll and

rent) are modelled with an inflationary

increase and include the benefits delivered

from the Group’s transformation programme,

such as a reduction of approximately

£30 million in the Group’s payroll cost,

relative to the pre-pandemic year. Store

lease costs include agreed rent reductions

plus reductions assessed as having a high

probability of being delivered in the

financialyear.

The Base Case scenario provides material

liquidity and covenant headroom throughout the

going concern period of assessment.

DOWNSIDE CASE – “SEVERE

BUTPLAUSIBLE”

The Downside Case forecast is predicated on

avery challenging trading environment, with

significant reductions to the sales growth rate

assumptions used in the Base Case to reflect

amore prolonged recovery post-pandemic,

lower growth in eCommerce sales and a more

subdued consumer retail spending environment

given the potential impact of the increased cost

of living as well as uncertainty arising from the

invasion of Ukraine. An increased level of cost

inflation has been assumed relative to the

BaseCase.

The Downside Case scenario reflects the

following assumptions compared to the

BaseCase:

Lower store sales growth rates to reflect

aslower than anticipated post-pandemic

recovery. This includes a slower return to city

centre shopping locations and international

travel, combined with a more subdued

consumer retail spending environment.

Store sales in the downside case only

recover to approximately 65-70% of

pre-pandemic levels

Significantly lower growth in eCommerce

sales, reflecting an extended period of

disruption following the launch of the Group’s

new digital sales platform as well as the

macro-economic factors noted above –

inthe Downside Case the Group’s

tedbaker.com eCommerce sales are 2.5%

higher than FY22 and 11% higher than FY20,

the pre-pandemic year

Wholesale sales and licence income

growthrates reduced to reflect the same

macro-economic factors as our own retail

sales channels

Gross margin rate reduced by approximately

50 bps to reflect impact of further supply

chain disruption and inflationary pressure

oninput prices

Fixed cost inflation increased by 200 basis

points, to reflect greater than forecast

inflationary pressures

Variable costs reduce in line with reduced

sales to partly offset the impact of the

reducedsales growth

70 TB | AR—’22

The Group has adequate liquidity and covenant

headroom throughout the going concern period

under the Downside Case scenario. At the

lowest point – the covenant test at the end of

Q3FY23 – the Group has EBITDA headroom

of£5 million.

REVERSE STRESS TEST

In addition to the scenarios described above, the

Directors have performed a Reverse Stress Test,

applying further reductions to eCommerce sales

and a higher rate of cost inflation – with an

addition to certain areas of the Group’s cost

base relative to the Downside Case to quantify

the level of sales decline and cost increases that

can be absorbed until financial covenants

arebreached.

The Reverse Stress Test scenario only considers

cost savings from directly attributable variable

costs associated with the reduction in sales. No

other cost savings are assumed to be delivered.

The Directors note however that the Group was

able to make significant cost savings with short

leads times in response to the initial lockdowns

atthe start of the global pandemic.

Under the Reverse Stress Test scenario, Group

revenues for the going concern period are

£446 million, 2% above the financial year ended

29 January 2022, a period that wasimpacted

by significant Covid disruption with extended

store lockdowns, travel restrictions, work from

home guidance and theOmicron variant.

The Reverse Stress Test scenario results in the

Group’s level of EBITDA breaching the covenant

test in Q1 FY24. Liquidity under the facility is

adequate, even under the Reverse Stress Test.

The Directors consider that the likelihood of the

scenario envisaged under the Reverse Stress Test

arising is low and, that in the event it did arise,

the Group has demonstrated its ability to deliver

cost savings when facing such extreme situations

as envisaged under the Reverse Stress Test.

MITIGATING ACTIONS

If performance deviates materially from the Base

Case and is trending towards or worse than the

Downside Case there are several actions that

the Group could undertake to mitigate the

liquidity and profit impact. These include:

Cost savings initiatives with a focus on areas

of discretionary spend such as marketing,

travel, and certain professional fees. These

cost savings are not included within the

existing forecasts

Reduction in stock intake of new season stock

to reflect the lower sales projections

Reduction in project and capital expenditure

– noting that the Group has recently

launched its new digital platform so such

areduction in capital expenditures for

aperiod of time would not adversely

impactour enhanced digital sales and

customerproposition.

SUMMARY – GOING CONCERN

Having considered the forecasts noted above,

the mitigating actions available to management,

recent trading performance and having regard

to the macro-economic risks and uncertainties to

which the Group is exposed, the Directors have

a reasonable expectation that the Group and

the Company has adequate resources to

continue operating for the foreseeable future,

and to operate within its borrowing facilities

andcovenants for a period of at least 12 months

from the date of these financial statements.

Accordingly, the financial statements have been

prepared on the going concern basis.

VIABILITY STATEMENT

The Directors have considered the Group’s

prospects and viability over a three-year period

to 25 January 2025. This three-year period is

considered appropriate as this is the Group’s

longer term strategic planning period.

As set out above, the Directors have produced

and reviewed forecasts which consider a Base

Case and a Downside case that reflects severe

but plausible assumptions

Under the Base and Downside case scenarios,

the Group will remain within its available

committed borrowing facilities and in

compliance with covenants throughout the term

of the Revolving Credit Facility maturing in

November 2023. The viability and prospects of

the Group are dependent on the ability to renew

existing debt facilities or execute alternative

forms of financing arrangements. The Directors

believe that the Group’s ability to refinance the

facility in advance of maturity is strong, given the

forecasts. The Directors expect that at renewal,

the facility will reduce in size, and covenants will

revert to levels that reflect a pre-pandemic level

of trade, that will be met under both the Base

Case and Downside Case scenarios modelled

within the three-year plan.

Based on this assessment, the Directors have

areasonable expectation that the Group will

continue in operation and meet all its liabilities

asthey fall due during the period up to

25 January 2025.

The Board approved the Strategic report

onpages 1-70 of this Annual Report on

26 May2022.

By order of the Board

Rishi Sharma

Group General Counsel & Company Secretary

26 May 2022

GOING CONCERN AND VIABILITY DISCLOSURE – FY22

SR GR FS

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72 Board of Directors

74 Executive Team

76 Interim Chair’s introduction to governance

78 The Board’s year

81 Stakeholder engagement s172 compliance

84 Audit & Risk Committee Report

88 Nominations Committee Report

92 Compliance with the Code

96 Remuneration Committee Report

99 Directors’ Remuneration Policy in summary

101 Annual report on remuneration

111 Directors’ Report

114 Statement of Directors’ responsibilities

GGOVOVEERRNNAANNCCEE

RREEPPOORRTT

72 TB | AR—’22

BOARD OF DIRECTORS

Jon Kempster

Independent Non-Executive Director

Nationality British

Appointment Appointed to the Board

on 17 December 2019.

Skills and experience

Jon’s career has included CFO board

positions at Delta Plc, Fii Group Plc,

Linden Plc, Low & Bonar Plc, Frasers

Group Plc, Utilitywise plc and

Wincanton plc. He qualified

asachartered accountant with

PriceWaterhouse in 1990 and has

aBA(Hons) in business studies from

theUniversity of Liverpool. Jon brings

hisbroad experience and financial

background to the work of the Board

and to his role as Chair of the Audit &

Risk Committee.

External appointments

Jon is a NED and Chair of the Audit

&Risk Committee at Redcentric plc,

BonhillGroup plc and Serinus Energy

plc, and a trustee of the Delta plc

pension scheme. Jon is also a NED

ofFireAngel Safety Technology Group

plc and advises other private groups

onan ad hoc basis.

Committee membership

Helena Feltham

Interim Chair

Senior Independent Non-Executive

Director

Nationality British

Appointment Appointed to the Board

on 1 May 2019, as Senior Independent

Director on 17 December 2019 and as

Interim Chair on 6 December 2021.

Skills and experience

Helena has more than 30 years’

experience in retail and human capital

leadership. She was formerly People

Director at B&Q and, before that,

Human Resources Director at Marks &

Spencer, Woolworths South Africa and

Jack Wills. She also spent several years

working in executive search with Odgers

Berndtson, covering senior appointments

across the public and private sectors.

Helena has served as a Non-Executive

Director (NED) in the NHS, as an

independent director for the Assembly

ofWales and as a justice of the peace.

External appointments

Helena is a NED and trustee for the

Retail Trust, where she chairs the

Wellbeing Committee. She is also a

director and advisor at Dogwoof, a film

production and distribution company.

She’s also a NED at Redcentric plc.

Committee membership

Designated NED for workforce

engagement.

Rachel Osborne

Chief Executive Officer

Nationality British

Appointment Joined Ted Baker as

Chief Financial Officer on 11 November

2019, and appointed Acting Chief

Executive Officer on 10 December 2019

and Chief Executive Officer on

30 March 2020.

Skills and experience

Rachel qualified as a chartered

accountant at KPMG and has more

than20 years’ brand and retail sector

experience. Rachel joined Ted Baker

from Debenhams Retail Limited, where

she was Chief Financial Officer (CFO).

Rachel has broad experience of

consumer-facing brands from her

previous roles as CFO at Domino’s Pizza

Group plc, Finance Director of Group

Enterprise at Vodafone, and Finance and

Strategy Director at John Lewis. She has

also held senior positions with Sodexo,

Kingfisher and PepsiCo.

External appointments

N/A

Committee membership

Andrew Jennings OBE

Independent Non-Executive Director

Nationality British

Appointment Appointed to the Board

1 February 2014.

Skills and experience

Andrew has invaluable experience in

international retail, having spent more

than 45 years at some of the world’s

most respected high-end specialty

anddepartment stores. Prior to joining

Ted Baker, Andrew has held many

prestigious leadership roles including;

CEO of Karstadt, Germany, Group MD

of Woolworths, SA, President of Saks

Fifth Avenue, USA, CEO of House of

Fraser, (UK) Deputy Chairman of Brown

Thomas, Ireland and General Manager

of Harrods, London. Andrew is also an

advisor in private equity and to start-ups.

External appointments

Andrew is Chair of the Prince’s Trust

Retail, Leisure and Hospitality Board.

Heis also Chair of Boschendal SA,

aboard member of Alpha SA and

Chairof 42 Acres Retreat and Farm.

Committee membership

Our Directors and Non-Executive Directors bring a depth and breadth of

experience and expertise that is successfully driving Ted Baker forward.

Their constructive and supportive approach is a key part of the progress

we have made with our transformation.

Meet the Board

SR GR FS

73TB | AR—’22

Fumbi Chima

Independent Non-Executive Director

Nationality British

Appointment Appointed to the Board

on 4 August 2021.

Skills and experience

Fumbi brings valuable experience

implementing digital transformation

strategies in high-growth environments

and across a range of industries.

Shehasserved in technology roles at

adidas,Fox Network Group, Burberry,

Walmart and American Express.

Shehasa BA inpolitics and philosophy

fromthe University of Hull and studied

executive management at Harvard

Business School.

External appointments

Fumbi is Executive Vice-President and

Chief Information Officer at BECU,

theUS-based credit union. She also

serves as a NED of Whitbread plc.

Committee membership

N/A

Meg Lustman

Independent Non-Executive Director

Nationality British

Appointment Appointed to the

Boardon 4 August 2021.

Skills and experience

Meg has worked in fashion for over

30years and her experience spans

thesize and growth spectrum where

shehashelped businesses grow

profitably and sustainably. Meg led

theturnaround and growth of many

well-known British brands, most

recentlyas CEO of Hobbs. Meg also

worked at John Lewis and spent more

than a decade with Mosaic/Aurora

Fashions, parent of Oasis, Warehouse,

Karen Millen, Coast andWhistles.

External appointments

Meg is Vice Chair of Glasgow

Caledonian University.

Committee membership

N/A

Colin La Fontaine Jackson

Non-Executive Director

Nationality British

Appointment Appointed to the Board

1 September 2020.

Skills and experience

Colin brings strong corporate finance

andlegal experience to the Board,

having spent more than 25 years

advising clients across a range of

industries. Before founding boutique

corporate finance firm Hopton Advisers

in 2014, Colin worked atQuayle

Munro, ING Barings and Charterhouse

Securities. He qualified asa solicitor

withClifford Chance.

External appointments

Colin is a partner at Hopton Advisers LLP.

He is also a NED of Ivory Worldwide

(Holdings) Limited and MAIA

TechnologyLimited.

Committee membership

None

David Wolffe

Chief Financial Officer

Nationality British

Appointment Joined as interim

CFOon2 January 2020 and

appointedCFOon 18 May 2020

andleft 7 March2022.

Skills and experience

David has more than 20 years’

experience in finance roles for public

and private businesses, including

asGroup CFO at HMV Group Plc.

Hehasheld senior financial and

executive positions at leading global

consumer and media businesses,

including as Finance Director of ITV

Studios, CFO at AOL Europe, and

Finance Director at BBC Magazines

andConsumer Publishing. From 2018

until joining Ted Baker, David was Interim

CFO in a series of private-equity-backed

retail and technology businesses.

External appointments

N/A

Committee membership

Disclosure Committee

Audit & Risk Committee

Remuneration Committee

Chair

N Nominations Committee

Other Directors during the year

John Barton Chair

John served as our Chair during the year until his untimely death in December 2021.

Appointments after year end

Marc Dench Chief Financial Officer

Marc was appointed in March 2022.

74 TB | AR—’22

EXECUTIVE TEAM

Rachel Osborne

Chief Executive Officer

Appointment March 2020

Skills and experience

Rachel qualified as a chartered accountant

atKPMG and has more than 20 years’ brand

and retail sector experience. Rachel joined

Ted Baker from Debenhams Retail Limited,

whereshe was Chief Financial Officer (CFO).

Rachel has broad experience of consumer-

facing brands from herprevious roles as CFO

atDomino’s Pizza Group plc, Finance Director

of Group Enterprise at Vodafone, and Finance

and Strategy Director at John Lewis. She has

also held senior positions with Sodexo,

Kingfisher and PepsiCo.

Marc Dench

Chief Financial Officer

Appointment March 2022

Skills and experience

Marc is an experienced retail and brand leader

with significant experience in international,

multichannel data-led businesses. Six years

asCFO at Joules Group plc saw Marclead

thecompany through IPO and its subsequent

international growth and digital transformation.

Prior experience includes roles asCFO of

Global Brands & International Retailat Alliance

Boots (WBA), and Corporate Development

Director UK at Experian plc. Marcis a qualified

ACA (Arthur Andersen) and has an MBA from

Sauder School of Business, Vancouver.

Skills and experience

With their skills and extensive experience developed at Ted Baker

andother leading brands, our Executive Team is well placed to steer

thebusiness and overcome new challenges.

Jason Beckley

Chief Customer, Marketing and

Digital Officer

Appointment January 2022

Skills and experience

Jason joined Ted Baker in January 2022 from

hisrole as Interim Chief Marketing Officer

atEsprit. There he was responsible for brand,

marketing and customers, and for leading

Esprit’sconsumer engagement across all

channels. Jason has worked with some of the

world’s most recognisable brands in sports,

fashion and luxury goods including YSL, Nike,

Ralph Lauren, Dunhill, Puma, Clarks and

Alexander McQueen.

Peter Collyer

Chief People Officer

Appointment January 2020

Skills and experience

Peter’s remit includes everything related to our

people and culture. Our Ethics and Sustainability

team also reports to him. His career spans

30years in human resources, including 25 years

in retail, hospitality, leisure, investment banking

and consumer products. He has held the roles

ofPeople Experience Director at ASOS.COM,

SVP Global HR at Claire’s Inc., VP HR Retail &

Licensing at The Walt Disney Company Ltd,

Director People & OD at Oasis Stores Plc

andwas a Senior HR Executive at Yamaichi

International. He began his career as an

apprentice chef and he gained broad

experienceworking in hospitality for ten years.

He is an accredited coach and a Chartered

Fellow ofCIPD.

Helen Costello

Group Commercial and Business

DevelopmentDirector

Appointment December 2020

Skills and experience

Helen is responsible for wholesale, retail,

territory franchise and joint ventures outside

North America as well as overall product

licensing. She has held key commercial and

executive appointments at several high-profile

global fashion brands including, most recently,

as Managing Director International at rag &

bone and, previously, as Wholesale and

Franchise Director at Bottega Veneta and

General Manager of Prorsum at Burberry.

Anthony Cuthbertson

Global Creative Director

Appointment November 2020

Skills and experience

Anthony has more than 20 years’ creative

experience in the fashion industry, developed

from his roles as Global Creative Director and

Design Director at Topshop/Topman, Roberto

Cavalli, Sass & Bide, Joseph, René Lezard,

RalphLauren, Burlington and DAKS. He has

alsoconsulted for Mulberry, Victoria Beckham,

Donna Karen, Amanda Wakeley, Moncler

andMax Mara.

SR GR FS

75TB | AR—’22

Tikki Godley

Group Trading Director

Appointment May 2005

Skills and experience

Having worked as a denim merchandiser

atDiesel, Tikki joined Ted Baker as a junior

merchandiser in 2005 and worked up through

the Group to become Trading Director in 2014.

With more than 20 years’ experience in

merchandising, she has been responsible for our

Buying and Production departments since 2020.

Ari Hoffman

CEO – North America

Appointment December 2019

Skills and experience

Ari has spent his decades-long career in retail

and fashion, and is responsible for Ted Baker’s

North America market. Before joining Ted Baker,

he led and managed the Americas business for

respected international brands, including as

CEO of Scotch & Soda, CEO of Gant, President

of Yves Saint Laurent and President of Lacoste.

Rishi Sharma

Group General Counsel and

CompanySecretary

Appointment December 2021

Skills and experience

Rishi is responsible for our governance and how

we manage risk, and for supporting the Board

and our executive team on commercial strategy.

He started his career as a corporate lawyer

atFreshfields Bruckhaus Deringer and

continuedat Skadden, specialising in mergers

and acquisitions. He has extensive in-house

experience, including at InterContinental Hotels

Group plc and Purplebricks Group plc.

Leon Shepherd

Chief Information Officer

Appointment November 2017

Skills and experience

Leon is accountable for technology strategy

anddelivery, and leads the overall business

transformation programme at Ted Baker. His

extensive experience is drawn from his senior

leadership roles at several large-scale global

organisations, including Marks & Spencer,

FatFace and Vodafone. He is a strong

advocateof technology innovation, especially

incloud technology, AI and cybersecurity.

76 TB | AR—’22

INTERIM CHAIR’S INTRODUCTION TO GOVERNANCE

Building reassurance through

goodgovernance

Over the last two years, good governance has been particularly

important to the roll out of our transformation plan. In last year’s

Annual Report, our late Chair, John Barton, set out his views on

the importance of good governance. These principles were our

guiding light through the last year, and ones we will continue

tofollow in the years to come.

The key principle John highlighted in his review

last year was the idea of ‘doing the right thing’.

This means going beyond a mere box-ticking

exercise of implementing ever-evolving

regulations and legal standards. We aim to

godeeper and ensure these important elements

are embedded in the way we run our business

day-to-day. We’ve seen this idea in action

overthe last 12 months, at every level, from

theretail team to the Board. People are looking

for brands they can believe in, and brands must

earn that trust. The solid foundation of good

governance we have in place will build

ahighlevel of reassurance about the way

Ted Baker does business to all our stakeholders.

It helps grow trust and creates long-term value

for everyone involved – particularly our

shareholders, our people and our customers.

The Board’s broad experience and deep

expertise has proved invaluable over the last

12months as the business has ridden the ups

and downs of the pandemic. Consistency has

been particularly valuable in an uncertain year,

and we have enjoyed the ongoing support

andinsights of long-standing Non-Executive

Directors (NEDs) Andrew Jennings and Jon

Kempster, who chair the Remuneration and Audit

& Risk Committees respectively. We will be sorry

to lose Andrew’s vast retail experience when he

retires at the 2022 AGM in July.

It is important to bring in new ideas and different

perspectives when a business is in transformation.

So we were delighted to welcome two new

NEDs to the Board last year. Fumbi Chima’s

experience in digital transformation across sports

apparel, TV networks and finance, amongst other

sectors, will be invaluable as we enhance the

digital side of the business. Meg Lustman’s long

involvement in retail at the highest level, most

recently as CEO of Hobbs, adds a unique

perspective on our approach to transforming the

Ted Baker brand. As well as bringing in valuable

new skills and experience, I am delighted to

report this has also allowed us to balance the

Board with an equal number of male and

femaleDirectors.

“ It is important

tobring in new

ideas and different

perspectives when

a business is in

transformation.”

Helena Feltham

Interim Chair

SR GR FS

77TB | AR—’22

The tone of the Board’s approach continues

tobe very collegiate, creating an open and

supportive environment that makes for objective

and considered decisions. We have worked

closely with the Executive Team, continuing the

well-balanced approach of challenge and

support advocated by John. Every decision

goesthrough robust questioning and

benchmarking against the interests of everyone

involved in the business – from customers and

suppliers to our team members, shareholders

and our wider communities. This positive and

constructive approach has helped keep up the

momentum of the transformation plan as it moves

into its third year.

Employee engagement has been high on the

Board’s agenda. It has also been a big part of

my involvement over the year, supported by our

Chief People Officer, Peter Collyer. Last year,

wecontinued to strengthen the trust between

theBoard, the Executive Team and the wider

Ted Baker team which is at the heart of good

governance, because it enables openness and

challenge. I am delighted that Meg Lustman has

agreed to take over the role of designated NED

for workforce engagement from me, and we

look forward to seeing more positive progress

with her input over the coming year.

The Executive Team also recognised the

importance of employee engagement with

thelaunch of the first Ted Baker employee

engagement survey. This saw very high response

levels from across the business and the team is

already taking steps to address the key findings.

The independent Fresh Eyes employee listening

groups have stepped up and come into their

own. A number of their members joined us at

aBoard meeting in November and shared their

insights and perspective on the business from

theteam’s viewpoint.

The ongoing challenges of the pandemic have

placed heavier-than-usual demands on the time

of our NEDs. Although the world seems to be

starting to move on from the threat of Covid,

there are clearly many other challenges that

willaffect global and local economies over the

coming year. Despite online meetings now being

the new normal, we will continue our return to

face-to-face Board meetings. These meetings

are very productive and have helped cement

strong relationships on the Board as well as

moving the transformation plan forward.

As always, none of this would be possible

without the continuing dedication and

commitment of the Board, the Executive Team

and everyone in the Ted Baker team. Thank you

for all your support and hard work. I look forward

to seeing more progress over as we build on the

achievements of the last financial year.

Helena Feltham

Interim Chair

TB | AR—’2278

A fresh perspective

We had another busy and productive year at Ted Baker, introducing two

new Non-Executive Directors (NEDs) to the business, searching for a new

Board Chair, managing the Company’s ongoing response to Covid and

establishing an employee voice forum. Here we’ll take a closer look at

some of the key issues the Board considered – particularly communication

between the Board and our people, and our response to the challenges

ofthis year.

OUR RESPONSE TO COVID

Like everyone everywhere, we look forward

tothe day when Covid is behind us. Until then

we continue to oversee how the Company is

responding to the challenges Covid poses to

how we live and work, and to make sure we’re

looking after our people, our customers and our

business. Jon Kempster, Chair of the Audit & Risk

Committee, said of the Board’s approach:

“Wetried to get things working for the team –

you could see our business knitting together well.”

The pandemic has undoubtedly accelerated

business trends that have been emerging in

thepast few years: take the move online and

ourcustomers’ growing interest in experiences

over tangible goods as examples. That’s why

we’ve continued to invest in our online presence,

so that our customers can browse and make

purchases easily. That’s also why we’ve continued

to support our in-store teams to give customers

the best possible experience the moment they

step through our doors. We pride ourselves

onmaintaining high standards, and not from

adistance – our NEDs like to wander around

our stores anonymously.

This attention to detail starts at the Board and

can be seen throughout the business, in all our

employees. We’ve maintained close contact

with our people in the past year, with monthly

online town hall meetings and one-to-ones

where possible – because there’s no substitute

for face-to-face interaction.

When it comes to working from home and

returning to the office, Interim Chair Helena

Feltham highlights how, as a Board, we aspire

tobetransparent: “we communicate really well

about the why, not just the what”, so that our

employees have the information they need

tofeel in control of their working environment.

Aswe resume working in person again, we want

to acknowledge what our people have achieved

in difficult circumstances in the past year, and

look forward to the coming year.

BUILDING MORE TRUST THROUGH

EFFECTIVE TEAM ENGAGEMENT

Since joining Ted Baker in May 2019,

Helenahas established strong channels

ofcommunication between different levels

ofthebusiness, getting the team’s voice heard

and building trust between the team and the

Board and Executive Team.

Last year, we launched our first employee

engagement survey with Peakon to understand

what we do well and what issues the team felt

needed addressing. There was a big response

from across Ted Baker and we are in the process

of addressing the findings and embedding

changes in the business as a priority.

“ We tried to get

things working

forthe team –

youcould see our

business knitting

together well.”

Jon Kempster

Chair, Audit & Risk Committee

THE BOARD’S YEAR

SR GR FS

79TB | AR—’22

Fresh Eyes goes from strength to strength

One of Helena’s first initiatives in 2019 was

toengage an independent body to conduct

listening groups and provide a safe space where

employees could speak candidly– about their

experiences at the Company, what they liked

about the business and what needed improving.

From their feedback, we built our employee

engagement strategy in 2020 – andthe Board

can now look at how that strategy is working.

In 2020 we brought Peter Collyer on board

asChief People Officer. With his substantial

experience building people strategy and

embedding values, Peter has provided

invaluable support to Helena in her role as

designated NEDfor workforce engagement.

Together, Peterand Helena have worked with

the businessto create Fresh Eyes, an employee

forum representing people in our head office

and in our stores. Members of the forum have

been given support and training and the forum

itself has proved to bea great resource for

guiding our work to build a more inclusive

workforce and implementing ESG values.

As we reported in our 2021 governance report,

our senior management has increasingly turned

to Fresh Eyes to gather feedback about the

business. And the Board has encouraged this –

particularly our late Chair, John Barton, who

created a warm and encouraging environment

in which employees could speak up. Last year in

November, members of the forum attended and

contributed to a Board meeting, representing

how far our employee engagement has come.

Helena says, “what I’m really proud of is how

much the Fresh Eyes members care about the

organisation”, observing that “they make

recommendations with very good back up

andfacts”. This directly benefits Ted Baker and

our people by bringing employee voices into

thedecisions we make on the Board. A good

example of this is the way learning and

development opportunities have improved,

inspired by Fresh Eyes’ recommendations.

Meg Lustman will soon be using her

considerable retail and people experience

asour new designated NED for workforce

engagement. We hope to roll out Fresh Eyes’

work to our business in North America and

elsewhere overseas, and to involve the forum

inbusiness strategy and innovation. This, plus

monthly interactions with the Board, will help

cement itsrole as a voice for productive

changeatTed Baker.

TWO NEW NEDS

At all levels of our business, we’re focused on

getting the right people in the right places. Last

year we started the search for two new NEDs,

aiming to widen the diversity of thought and

skillsat the very top of the business. We were

delighted to welcome Fumbi Chima and Meg

Lustman to the Board in summer 2021, both

strong additions who bring wide experience

anda talent for innovation to Ted Baker.

You can find more information about Fumbi

andMeg in their biographies from page 73

andinthe Nominations Committee Report

frompage 88.

We tailored induction programmes for each

ofthem to introduce them to our business,

focusing on the following areas to make sure

they had a well-rounded and informative

induction experience.

Meetings and briefings

Our new NEDs met with our Chair, members

ofthe Board and senior leaders – including

Chief Executive Officer Rachel Osborne and

then Chief Financial Officer David Wolffe,

aswell asthe rest of the Executive Team to

understand our corporate history, local, regional

and global operations, our overall performance

and our culture and values.

Site visits and stakeholders

Within the limits of Covid, Fumbi and Meg

visiteda selection of Ted Baker’s retail stores,

concessions and outlets, and our Derby

warehouse and customer service centre.

Theymet stakeholder representatives from

different levels of the business, including the

senior leadership team and our in-store and

distribution centre teams. This gave them the

chance to get themselves up-to-speed on the

business and build similar experience and

knowledge as theother NEDs.

Fumbi commented that “anyone joining the

Board during the pandemic would have to

adjust… I met with all the executives for one-on-

ones… the Board and management are pretty

open, so I think it’s not a case of only telling you

what they want to tell you, they really want

people to share their perspective”. For Fumbi,

herinduction was effective because “in spite

ofthe pandemic, I was still able to go to the

distribution centre, I was still able to visit stores…

that’s been successful”.

Meg’s induction experience was similarly

positive. She noted that “I really had the

opportunity to ask any questions…I met a broad

range of stakeholders, not just the Executive

Team, but also the senior leadership team. I did

a visit to the distribution centre… and store visits”.

We’re so pleased that, even against the

backdrop of the pandemic, we’ve successfully

brought new people into our business. Access

has been possible and encouraged at every

level and we’ve been delighted to see such

open communication.

80 TB | AR—’22

THE BOARD’S YEAR

THE SEARCH FOR A NEW CHAIR

Since 2020, as part of our workforce

engagement drive, we have put a succession

pipeline in place to make our business more

resilient to the unexpected. This gave us plenty

ofexperience and support to draw on as we

searched for a new Chair, following John Barton’s

death in December 2021. We especially thank

Andrew Jennings and Helena Feltham for offering

the Board support and continuity atshort notice.

As Helena says, “we did do a lot of succession

planning last year, and I’m very happy we had

the processes and plans in place. The biggest

thing was the recruitment of two new Non-

Executive Directors, as well as how we recruited

at management levels.”

We appointed consultants Spencer Stuart to

work with us to recruit a new Chair. We kept

ourcommitment to diversity and inclusion front

ofmind, alongside the commercial expertise we

need to steer and develop the Company and its

strategic plans, and the Board. And, we needed

someone with the capacity to devote the time

tothe role it needs.

We built a solid candidate profile, which

included these desired qualities:

Proven experience and competence as

achair, ideally within a listed company

Strong personal track record of shareholder

value creation and business achievement

A deep understanding of retail and

consumerbrands

Strong strategic skills with an ability to guide

and facilitate debate on critical issues, and

toprovide ‘bigger picture’ perspective

Skilled in communicating clearly and

effectively at all levels.

While we had made good progress on the

search for a new Chair, on 18 March 2022

Sycamore Partners Management LP announced

that it was considering a possible offer for the

Company and we consequently announced

on4 April 2022 that we had commenced

aformal sale process. The Board considered

that continuity and experience was key to the

Company successfully negotiating this period,

and we accordingly paused the search for

anew Chair pending the outcome of the

formalsale process.

BOARD EVALUATION

The Board runs an externally facilitated Board

performance evaluation at least every three

years, in line with the UK Corporate Governance

Code. Our last external evaluation took place

two years ago and, following changes to the

Board, we decided to bring forward the external

evaluation by a year.

We considered five Board evaluation services

providers. Helena Feltham, JonKempster and

theCompany Secretarial teamhad initial

discussions, then reviewed eachproposal and

interviewed the providers. Asa result, Milena

Djurdjevic of Calibro was selected to run the

external Board evaluation. She has no other

connection with the Company or any

individualDirector.

Milena attended and reviewed the paperwork

relating to the Board and Audit & Risk

Committee meetings held in November 2021,

and arranged individual working sessions with

each of the NEDs, Chair, CEO and CFO.

She also met with the Company Secretarial

teamand had individual meetings with all the

seven other members of the Ted Baker Executive

Team. Milena met Ted Baker’s remuneration and

investor relations consultants. Her evaluation

alsoincluded a review of other Board

paperwork, including those relating to the

Boardstrategy day, Remuneration Committee

papers and NED induction documentation.

Findings and recommendations

Milena found the Ted Baker Board to be well

run, with highly committed and engaged Board

members who were well-prepared for Board

meetings. They have good relationships with

themembers of the Executive Team. There is

apositive Board culture and Board members

areencouraged to contribute to discussions.

There is mutual respect between Non-Executive

and Executive Board Directors.

All the NED Board members actively enjoy

being part of Ted Baker and are happy to have

been able to play a critical role in ensuring the

company’s survival, as well as supporting the

strategic plan for its future success. They do see

areas for improvement but these do not detract

significantly from their overall positive experience

as Board members.

Key recommendations for next year

Strategy – focus on a smaller list of strategic

priorities for updates at every Board meeting

Leadership succession – continue the

focuson Leadership team succession and

development of this as a Board focus.

Executive Team members should continue

topresent to the Board, allowing sufficient

time to debate topics thoroughly

Board papers – Board papers should be

streamlined, with greater use of one-page

summaries

Board agenda – Review Board agenda

andstructure of Board meetings to focus

onasmaller number of current issues

Appraisal process

We review the expertise and performance

oftheDirectors each year.

The annual appraisal of the Chair is led by

theSenior Independent Director. The Chair

leads the appraisal of the CEO, discussing

theirperformance at a meeting with the

NEDs,andleads the appraisals of the NEDs.

The CEOassesses the performance of the CFO,

with feedback from NEDs where appropriate.

As Interim Chair, Helena Feltham undertook the

Chair’s duties this time.

The Board is satisfied that all our Directors

haverelevant experience. And, in line with

therecommendations of the 2018 Code,

allDirectors will stand for re-election at the

2022 AGM.

Directors’ time commitment

Each year the Nominations Committee reviews

the time needed from the Chair, SID and NEDs

to perform their duties. This includes a review of

Directors’ attendance at scheduled meetings

and their availability at other times.

In FY22 Directors made themselves available for

Board and Committee meetings as appropriate.

Ina normal year, we expect the Chair of the

Board to spend two days a week working with

the Company. Other NEDs are expected to

spend around 15 days a year on Company

matters. Wealso review our NEDs’ other

commitments to make sure they have enough

time to fulfil their role.

SR GR FS

81TB | AR—’22

Our stakeholders and our s172 statement

The Board recognises the importance of engaging with our

stakeholders and other aspects of s172 such as the environment.

Here we outline how we’ve done this and also highlight some

keydecisions we’ve made this year.

This section shows how our Directors performed their duties under Section 172 (s172)

ofthe Companies Act 2006 to the highest standards of business conduct – and how

they have upheld and celebrated the Ted Baker culture, values and brand this year.

S172 sets out the requirement for Ted Baker’s Directors to promote the success of the

Company for the benefit of its shareholders, while considering the interests of our other

stakeholders and the environment in which we operate.

Some of the information here comes from other sections of the Annual Report and has

been cross-referenced.

KEY STRATEGIC DECISIONS IN FY22

It has been a busy year and the Board has

made a number of key strategic decisions that

affect the business as it moves forward.

Dividend

The Board considered the Company’s capital

allocation policy and concluded that it would not

be appropriate to pay a dividend during 2021.

The Board carefully considered the Company’s

financial performance, market expectations,

shareholders’ interests and relationships with

lenders and also the interests of other

stakeholders such as employees, licensees

andpartners. The Board concluded that it

wouldnot be appropriate for the Company to

pay a dividend during the year, but that it would

review this decision during the financial year.

Board constitution

Following the passing of the then Chair,

JohnBarton, the Board acted quickly to

ensurethat the Company maintained stability

while a new Chair was found.

The Board quickly recognised the importance

toshareholders and employees to maintain

short-term expertise and continuity and decided

that Helena Feltham would act as Interim Chair

until a new Chair was found, and Andrew

Jennings also decided to postpone his planned

retirement. Meg Lustman attended Remuneration

Committee meetings and Fumbi Chima attended

Audit & Risk Committee meetings to ensure that

there was a succession plan for Andrew’s

departure. The Board also considered the

importance of employee feedback and

approved the transition of responsibilities from

Helena to Meg as the designated NED for

workforce engagement.

Move to Fitzrovia

The Board reviewed the options for a new

UKcorporate headquarters and approved

themove to a new office in Fitzrovia.

In considering the various options for a new

corporate headquarters in the UK, the Board

had regard for the impact of the relocation on

employees, the environment and the community.

The Board further considered the financial

effects of the relocation and the impact this

would have on the Company’s shareholders

andlenders.

The next table sets out more details about how

we, as a Board, engaged with our stakeholders

during FY22.

STAKEHOLDER ENGAGEMENT S172 COMPLIANCE

82 TB | AR—’22

STAKEHOLDER ENGAGEMENT S172 COMPLIANCE

HOW THE BOARD CONSIDERS

THE INTERESTS OF EMPLOYEES

Stakeholder Why they matter How we engaged

TED BAKER TEAM MEMBERS The commitment of Ted Baker’s team

membersis essential to the success

of the business, to deliver our

strategy for our customers and

products.

Through the Fresh Eyes forum, town hall meetings, internal communications,

and informal meetings with the Board and Executive Team

Through Fresh Eyes forum members who:

ɣ met with Helena Feltham, designated NED for workforce engagement,

to discuss concerns and ideas for improvement, which were fed into

theBoard

ɣ attended and contributed to a Board meeting

By establishing digital platforms for development and training

By having employees share in the business through Company share plans

Through the Leadership Development programme and mentor programme

for our female leaders

THE NEED TO FOSTER THE COMPANY’S BUSINESS RELATIONS WITH SUPPLIERS, CUSTOMERS AND OTHERS

Stakeholder Why they matter How we engaged

SUPPLIERS Ted Baker works with a wide

rangeof suppliers across the globe,

from product manufacturing to

support services and many other

third-party businesses.

It is vital to build trusted working

relationships with all our partners

tohelp us deliver great products

andservices to Ted Baker

customersand team members.

By working closely with a wide range of manufacturing suppliers

tobuildstrong relationships and deliver on our promise of Fashioning

aBetter Future

By reviewing the actions taken to prevent modern slavery across our

supply chain, including how we inspect premises

By communicating with new and existing suppliers to make sure they

understand the Company’s culture, ethical standards and the requirements

set out in our supplier manual

CUSTOMERS Ted Baker’s ambition is to be the

most engaging global British lifestyle

brand. It is why we exist for our

customers and as a business.

It is essential we understand our

customers and ensure that we

deliverwhat they are seeking.

By receiving regular details on customer service and detailed analytics

tounderstand customer satisfaction, including Net Promoter Scoring and

other metrics

By making sure governance of customer data and other information

isprotected, together with scrutiny of all customer-related areas

By thoroughly reviewing and updating the web platform to enhance the

customer experience and journey

By taking care of customer safety in our retail stores during the on-going

pandemic to ensure government guidelines and rules were implemented

and supported by our teams

CHANNEL PARTNERS Ted Baker is not able to serve all its

potential customers in all places and

channel partners help the Ted Baker

brand appear in more places.

Channel partners help Ted Baker to

adopt a capital-light approach and

be more agile and efficient in

serving our customers.

By ensuring that we choose to work with reliable and ethical channel

partners who share our passion for looking after our customers

By ensuring that channel partners deliver true incremental business

toTed Baker

By ensuring that channel partners value their relationship with Ted Baker

and represent the Ted Baker brand appropriately

By taking care of customer safety in our retail stores during the on-going

pandemic toensure government guidelines and rules were implemented

and supported by our teams.

SR GR FS

83TB | AR—’22

THE IMPACT OF THE COMPANY’S OPERATIONS ON THE COMMUNITY AND THE ENVIRONMENT

Stakeholder Why they matter How we engaged

COMMUNITIES

We must be mindful of how we

affect the communities we operate

inand be fully engaged in

contributing to our communities

andproviding long-term support.

By supporting the Company to create and deliver education-focused

challenges, masterclasses, talks and presentations to local partners

andschools

By partnering with five carefully-selected local charity partners, all focused

on social mobility

THE ENVIRONMENT

We need to manage how

ourbusiness impacts on the

environment.

By challenging and supporting the sustainability team in setting targets

By seeing regular updates on progress against our sustainability targets

By reviewing developments in the marketplace, and bringing insights to

management to continue developing our sustainability programme

HIGH STANDARDS OF BUSINESS CONDUCT

Business conduct Why it matters How we engaged

ETHICS AND POLICIES At Ted Baker, we hold ourselves

tothe highest standards by making

sure we operate a fair business

environment. We are geared

towards achieving the best outcome

for our team, customers, shareholders

and the wider commercial landscape.

By reviewing and approving updates to key workplace and

companypolicies

By commissioning a global risk analysis from a third-party, which included

a review of fraud and internal compliance policies and processes

OUR SHAREHOLDERS

Shareholders Why they matter How we engaged

TED BAKER SHAREHOLDERS Ted Baker retail and institutional

shareholders are owners of the

Company so we must make sure we

work to deliver our strategic goals.

By seeking to build on a mutual understanding of objectives between

theCompany and its institutional shareholders

By sustaining an active dialogue with shareholders through presentations,

face-to-face meetings and the Company’s investor relations programme

By sending all shareholders a digital or hard copy of the Annual Report

and Accounts

We considered the Company’s capital allocation policy and concluded

that it would not be appropriate to pay a dividend during 2021 – but will

review the decision for FY23

We carefully considered the Company’s financial performance, market

expectations, shareholders’ interests and relationships with lenders – and

also the interests of employees, licensees and partners

84 TB | AR—’22

AUDIT & RISK COMMITTEE REPORT

Championing integrity and

goodgovernance

The integrity of any company’s financial statements and reporting

responsibilities is at the heart of good governance. The Ted Baker

Audit&Risk Committee takes great care in doing these vital tasks,

whilealso maintaining internal controls and compliance procedures.

Inaddition to these activities, thisyear we continued the important

workofre-establishing our internal audit function.

REVIEW OF FY22

We are coming to the end of the second

yearoftransformation at Ted Baker. This is

reported on more fully on pages 16-24.

Thepandemic has continued to influence

events,with challenges arising from sustained

periods of lockdown, the resulting temporary

store closures and the need to work from home.

The Committee’s priority has been to continue

tosupport transformation, including the

re-establishment of our internal audit function

and the appointment of Joe Payne as our new

Head of Internal Audit.

Although the onset of Omicron had a negative

effect on the 2021 Christmas season, at the time

of writing, the UK – and our stores – are opening

up again for business and we anticipate this will

be followed by the rest of the world in due

course. It’s great to see our team beginning

toreturn to the head office, with the in-person

interaction that this brings. The Finance team

hasembraced the new hybrid working

environment, and we hope that efficiency is

improved through increased communication,

both formal and informal.

As part of our robust attitude towards financial

analysis of the Group, the Committee has

conducted a thorough review of the significant

issues found in the financial statements, including

the carrying value of inventory, and of retail

fixedassets, going concern and the controls

environment. We have discussed and

challenged these issues with Management, and

reviewed the issues with the external auditors at

the end of the financial statements audit for the

period. Significant issues are discussed in

greater detail from page 62.

“ The important

work of improving

the overall controls

environment

hascontinued

toprogress

throughout

theyear.”

Jon Kempster

Chair of the Audit & Risk Committee

SR GR FS

85TB | AR—’22

The important work of improving the overall

controls environment has continued to progress

throughout the year, with the establishment of

aninternal audit function in the second half of

theyear. The Group also commissioned areport

by Harod Associates Ltd to identify global risks

and crime threats facing the Group. This is

especially relevant in a period when revenues

are expected to continue to grow andthe Group

isbusy delivering the transformation plan. The

report has provided agood checklist and

agenda for the Management Risk Committee,

(amanagement committee), tobolster certain

controls and devote the necessary resources

tothis project.

I am pleased to report that the reconstituted

Management Risk Committee has been

veryactive this year. The membership of the

Management Risk Committee includes

representatives from all Group disciplines,

enabling it to build a comprehensive risk

key aspects of risks identified.

The effect of successfully rebuilding the

Management Risk Committee, increasing

investment in the finance department and

improvements tothe controls environment has

brought about anoverall improvement in audit

and risk management alongside the Group-

wide transformation. It is fair to say that the

paceof improvement could be quicker, but

byprioritising the most important matters, the

Committee has helped to steer Ted Baker in

apositive direction. Equally, BDO LLP, at the

end of its second year atTed Baker, has been

helpful and supportive in its role as external

Group Auditor.

We look forward to working with Marc Dench

our newly appointed Group CFO in the

yearahead.

AUDIT & RISK COMMITTEE

MEMBERSHIP

Membership of the Audit & Risk Committee

hasbeen consistent through the year, with

Helena Feltham and Andrew Jennings continuing

to make valuable contributions. Helena has

continued as a member of the Audit & Risk

Committee while she is acting as Interim Chair

following John Barton’s sudden passing.

Although this is a technical breach of the

provisions of the Corporate Governance Code,

it is a temporary measure until a new Chair is

appointed. As many topics we discuss touch

onthe wider transformation strategy, the Chair,

Chief Executive Officer and Chief Financial

Officer have open invitations toattend our

meetings. I would like to thank bothHelena and

Andrew for their incisive insights and hard work

this year.

Part of the annual review of the Audit & Risk

Committee’s effectiveness is based on the

expertise of its members. The Board is confident

we have the right mix of recent and relevant

financial experience and retail sector

competence. They are confident that we are

independent, and that we have the necessary

depth of financial and commercial experience

across various industries.

To see the Audit & Risk Committee’s terms

ofreference, please visit tedbakerplc.com.

WHERE WE HAVE FOCUSED OUR

EFFORTS THIS YEAR

The Committee held nine meetings this year.

These focused on the key areas outlined below.

We have been supported by meetings with

senior managers and our external auditors,

andinformed by regular reviews of Board

papers and financial information.

Controls remediation programme

The improvement programme recommended

byDeloitte is on track, following the stock

misstatement identified in FY20. We have

completed certain key controls and will

continuethe work, with full completion

expectedby the end of FY23.

Risk management

The Risk Committee is active and meets regularly.

We are confident that the risk management

process adopted by the Board worked well

toidentify risks and actions required.

External risk factors

The Committee is responsible for reviewing the

effectiveness of the Group’s risk management

system and internal controls. You can read

aboutthis in detail in the Principal Risks and

Uncertainties section on pages 62-66.

Internal audit

We had previously suspended any activity in

relation to the Internal Audit function and I am

pleased to report that we have recruited a new

Head of Internal Audit who has restarted the

function and will build a small team to assist.

Tax

We considered a range of tax matters, including

the potential impact of any tax matters on the

Group’s financial statements, the Group’s tax

strategy and the impact of Brexit.

Brexit

We considered the longer term impact of

Brexit.You will find details of the on-going

effects of Brexit in the CFO’s Financial review,

onpages 35-37.

86 TB | AR—’22

AUDIT & RISK COMMITTEE REPORT

Significant issues

The Committee reviewed management and external auditor reports on the significant issues found

inthe financial statements. Please see below for an in-depth look at these issues and how we

challenged the management team on each one. We also reviewed the issues with the external

auditors at the end of the financial statements audit for the period.

Significant issue Committee response and conclusions

CARRYING VALUE OF INVENTORY MANAGEMENT ACTION

Inventory is carried in the financial statements at the lower

ofcost and net realisable value. Adequate stock provision

was a specific focus at the end of this year.

Management presented the following changes to the Committee: the costs that

werepreviously capitalised into the inventory cost are now expensed; and the

stockprovision policy was updated to reflect a change from a future sales forecast

methodology to one which reviews the percentage of an original stock season

thathas entered the liquidation stage and the cost recovered at that time.

CONCLUSIONS

The Committee concluded that the correct measures had been taken by management.

CARRYING VALUE OF RETAIL FIXED ASSETS

Retail fixed assets includes leasehold improvements,

fixturesand fittings and the right of use assets.

The Group selected retail fixed assets for impairment testing

on the basis of current and projected performance, with

growth assumptions based on the Directors’ knowledge

andexperience.

MANAGEMENT ACTION

As with the prior year, management assessed all stores for impairment rather than

justthose meeting the defined criteria. The assumptions for future performance and

the discount rates to calculate the net present value of the forecast cashflows were

presented to the Committee.

Management also considered any change in the underlying trading environment to

trigger a reversal of impairments.

CONCLUSIONS

The Committee challenged the growth assumptions and discount rates used

bymanagement and the rationale for including all stores in the assessment.

Theimpaired balance at year end and the charge for the year by store were

discussed by the Committee. The Committee was in agreement with the

approachtaken.

GOING CONCERN

Going concern remains a focus for the Committee

giventheongoing effects of the pandemic and

macroeconomic factors.

MANAGEMENT ACTION

The Group has built a forecast that includes many key assumptions and alternative

forecasts with sensitivities. This gives the Group sufficient access to finance to

manage all possible scenarios.

CONCLUSIONS

The Committee reviewed the assumptions and forecasts that cover a period of

12months from the date of these accounts, along with the availability of financing

and concluded, with the support of the auditors, that the going concern assumption

isappropriate.

CONTROLS ENVIRONMENT

Following the stock misstatement identified in FY20 and

recommendations made by Deloitte at that time, controls

environment remains a focus for the Committee.

MANAGEMENT ACTION

The management team confirmed it was not aware of any material misstatements

orimmaterial misstatements made with the intention of telling a particular story.

CONCLUSIONS

The Committee reviewed and challenged the management team’s reports and

presentations, consulting the external auditors when necessary. Following discussions

with management and reviews of their work, the Committee established their

confidence in management’s preparation of year end accounts and confirmed that

management’s review of the controls environment is adequate.

The Committee is satisfied the financial statements address the critical judgements

and key estimates correctly (both in respect to the amounts reported and the

disclosures), and that the significant assumptions used to determine asset values

andliabilities have been scrutinised and challenged and are suitably robust.

SR GR FS

87TB | AR—’22