TIDMTALK

RNS Number : 5368Q

TalkTalk Telecom Group PLC

19 June 2020

RNS Announcement

19 June 2020

For Immediate Release

TalkTalk Telecom Group PLC (the "Company")

Publication of Annual Report 2020 ('ARA') and Notice ('Notice') of 2020 Annual General Meeting ('AGM')

The following documents have been made available to shareholders:

   --     ARA 
   --     Notice 
   --     Form of Proxy for the AGM 

In accordance with Listing Rule 9.6.1 a copy of each of these documents has been uploaded to the National Storage Mechanism and will be available for viewing shortly at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

These documents are also available to view and download from the Company's website at: http://www.talktalkgroup.com .

Copies of the ARA and Notice may also be obtained from:

Company Secretary

Soapworks

Ordsall Lane

Salford

M5 3TT

Covid-19 - Closed Meeting

Due to the Covid-19 pandemic and current social distancing measures, the AGM will be run as a closed meeting and shareholders will not be permitted to attend in person. The Company will ensure that the legal requirements to hold the meeting will be satisfied through the attendance of a minimum number of directors and the format of the meeting will be purely functional. The AGM will comprise of only the formal votes on each resolution set out in the Notice, without any business update or Q&A. Further information and details on voting can be found in the Notice.

Extracts from the ARA in compliance with the Disclosure and Transparency Rule 6.3.5 ("DTR 6.3.5").

The information below, which is extracted from the ARA, is included solely for the purpose of complying with DTR 6.3.5. It should be read in conjunction with the Company's full year results announcement for the 12 months to 31 March 2020 issued on 11 June 2020 (at: https://www.talktalkgroup.com/article/talktalkgroup/2020/TalkTalk-FY20-Preliminary-Results ).

Together these constitute the material required by DTR 6.3.5 to be communicated to the media in unedited full text through a Regulatory Information Service. This material is not a substitute for reading the full ARA. All page numbers and cross-references in the extracted information below refer to page numbers in the ARA.

For further information please contact:

   Tim Morris, Company Secretary                 +44 (0)203 417 1000 

Directors' Responsibilities

The Directors' responsibility statement below has been prepared in conjunction with the ARA, whereas this dissemination document contains extracts from the ARA to comply with DTR 6.3.5.

Sir Charles Dunstone - Executive Chairman

Tristia Harrison - Chief Executive Officer

Kate Ferry - Chief Financial Officer

John Gildersleeve - Deputy Chairman

Ian West - Senior Independent Director

Sir Howard Stringer - Non-Executive Director

Roger Taylor - Non-Executive Director

Nigel Langstaff - Non-Executive Director

Phil Jordan - Non-Executive Director

Paul Reynolds - Non-Executive Director

We confirm to the best of our knowledge:

1. The financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and

2. The management report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

Principal Risks and Uncertainties

Effectively managing risks

Every organisation faces risks of varying severity as an inherent part of doing business. Some of these are within the control of the organisation and others are not.

The Board has identified the following principal risks and uncertainties to the Group. The details of these principal risks, and the controls in place for mitigating them, are outlined below in no particular order of severity. The principal risks have been identified and assessed on a gross risk basis with consideration to the impact on the Group's ability to deliver its strategy and therefore its mission. In addition, a directional arrow has been included alongside each risk to reflect the movements in gross risk from the prior year.

The Group's risk management framework facilitates continuous and ongoing discussion of risks and associated risk appetite. This ensures the appropriate focus is placed on mitigating principal risks and significant net risks are assigned an Executive Committee owner and included in the Group Risk Register for review at each Board meeting. The Board will continue to assess the principal risks and uncertainties faced by the Group and will update the risks and mitigation plans accordingly.

COVID-19

The Board acknowledges that the COVID-19 pandemic poses a variety of risks and uncertainties to all global businesses, including TalkTalk, and have included a new specific Principal Risk and Uncertainty this year. However, due to the uncertainty around the scale, timing and impact of COVID-19, it is impossible at this time to accurately quantify with certainty the risks associated with the pandemic. The Chief Executive's Review on pages 5-8 and Chief Financial Officer's statement on pages 16-19 outlines the impacts seen on operational and financial performance so far. Scenario planning is being worked through to understand how the pandemic will impact TalkTalk in the short, medium and long term. Specific COVID-19 commentary has been included in the individual Principal Risks and Uncertainties where relevant.

Risk management framework

Strategic governance

Board

Audit Committee

Remuneration Committee

Nomination Committee

Compliance Committee and Security Committee

Operational and financial governance

Senior Management Team (Executive Committee)

First line of defence

Operational management

Second line of defence

Central support functions

Third line of defence

Audit and Risk function

Including Internal Audit, risk management and external advisers

Strategic objectives

Find our strategy on page 12

   1     Investing in the UK's Fibre future 
   2     Creating the Fibre first challenger for Consumers 
   3     Strengthening position as Business data provider of choice 
   4     Leveraging our scale and network to further enhance customer experience 
   5     Continuing to deliver cost efficiencies 
   6     Operating as one TalkTalk team 

Gross risk

Gross risk has increased

Gross risk has decreased

Gross risk remains broadly the same

 
COVID-19 
 1 2 3 4 5 6 FY20 Gross risk has increased FY19 n/a 
Risk and impact                        Mitigation 
The COVID-19 pandemic is having 
 wide-ranging impacts on the 
 worldwide economy and could 
 impact the Group's employees, 
 operations, suppliers and customers,  -- Three governance workstreams have 
 through lockdowns, disrupted           been set up to manage our overall COVID-19 
 supply chains, social distancing       response, led by members of our Executive 
 measures and wider impacts             Committee; 
 on the UK economy.                     -- Measures have been implemented to 
 Further detail on the implications     ensure the health and safety of our 
 to the Group are provided in           workforce and customers whilst we continue 
 the Chief Executive Officer's          our provision of critical services; 
 review on pages 5-8.                   -- We continue to focus on our network 
 Potential COVID-19 impacts:            resilience, constantly monitoring our 
 -- Continuing strong demand            network to forecast and respond to the 
 for the Group's services, but          ongoing demand, maintaining stability 
 potential for a reduction in           and minimising any congestion; 
 revenue/margin given the wider         -- The service of our vulnerable customers 
 UK economic impacts;                   has been prioritised and our digital 
 -- Lower new customer connections,     service channels have been enhanced 
 but also lower customer churn;         for all customers; 
 -- Adverse impact on trading           -- The change delivery plan is being 
 cash generation;                       closely reviewed and monitored by the 
 -- Financial and operational           Executive Committee to manage any COVID-19 
 constraints could impact the           impacts; 
 delivery of change;                    -- We have worked closely with our supply 
 -- Increase in bad debts, especially   chain to ensure we have adequate inventory 
 with small to medium enterprises       coverage for our operations; 
 due to financial distress;             -- Our well established information 
 -- Reduction in operating costs        security controls have been enhanced 
 primarily due to non-availability      and our Security Operations Centre has 
 of third party customer service        reduced the thresholds of existing monitoring; 
 providers and changes to marketing     and 
 activity; and                          -- We continue to closely monitor and 
 -- An increase in volume and           forecast the financial impacts of COVID-19 
 scale of financially motivated         to identify and manage any further risks 
 cyber attacks.                         and opportunities. 
-------------------------------------  ----------------------------------------------- 
 
 
Customer trust and brand reputation 
 1 2 3 4 FY20 Gross risk remains broadly the same FY19 Gross risk 
 remains broadly the same 
Risk and impact                       Mitigation 
                                      TalkTalk remains confident of the role 
                                       for a well-regarded value operator in 
                                       the market and is committed to improving 
                                       the end-to-end customer experience across 
                                       all touchpoints. 
                                       TalkTalk introduced their Fixed Low 
                                       Price Plans (FLPP) in 2016 which continue 
                                       to resonate strongly with customers 
                                       and combined with the ongoing transformation 
                                       of customer services, the Group has 
                                       maintained the core business during 
                                       the year with further attractive customer 
                                       offerings. The organisation also continues 
                                       to invest in the network and systems 
                                       to support the provision of reliable 
Customer confidence and trust          products to customers as well as ongoing 
 are critical to TalkTalk's            investment in and focus on security 
 business, and the Group's operating   (see Data and Cyber Security Risk). 
 approach always seeks to do           These factors have contributed to a 
 what is right for the customer.       stable risk landscape with steady customer 
 However, as a value for money         confidence and improving customer satisfaction. 
 connectivity provider in the          In addition, TalkTalk continues to support 
 market, there is a risk that          customers in dealing with the industry-wide 
 TalkTalk is perceived as a            issue of scam calls. Initiatives such 
 'budget' provider, associated         as the 'Beat the Scammers' campaign 
 with price rather than quality        and Call Safe which are designed to 
 and service.                          help customers protect themselves from 
 Business and industry challenges      the threat of scams. TalkTalk has also 
 including cyber threats, scam         signed up to the Ofcom fairness charter 
 calls or poor customer experience     which focuses on price transparency 
 also present a risk to brand          and supporting vulnerable customers. 
 reputation and trust.                 TalkTalk will continue to focus on existing 
 Damage to customer trust and          as well as new customers, guided by 
 our reputation could materially       the four key principles we believe are 
 adversely impact our business,        critical to being a value for money 
 attracting new customer, churn,       connectivity provider - simplicity, 
 operations and financial condition.   affordability, reliability and fairness. 
------------------------------------  ------------------------------------------------ 
 
 
Competitive landscape 
 1 2 3 4 5 FY20 Gross risk remains broadly the same FY19 Gross risk 
 remains broadly the same 
Risk and impact                        Mitigation 
                                       A clear pricing and promotional strategy 
                                        is in place with ongoing monitoring 
                                        of our pricing position and value proposition. 
                                        The strategy is reviewed to ensure it 
                                        remains competitive and continues to 
                                        support our position as a value for 
                                        money provider against the changing 
                                        competitor activity landscape. TalkTalk 
                                        Fixed Low Price Plans (FLPP) continue 
                                        to see strong customer take-up and TalkTalk 
                                        has outperformed the market on Fibre 
                                        and Ethernet growth, which is expected 
                                        to continue in the new financial year 
TalkTalk is established as              and further attractive customer offerings 
 a value for money connectivity         are planned. FLPP offers both new and 
 provider in a highly competitive       existing customers the opportunity to 
 market.                                lock in their price for the term of 
 Over the last year, significant        their contract guaranteeing no mid-contract 
 competitor activity has continued      price rises. The introduction of the 
 from both existing and new             new industry leading Wi-Fi Hub in 2018 
 entrants to the market. The            is still driving great improvements 
 future acceleration of FTTP            in the customer experience and the Great 
 rollout may also drive more            Connection Guarantee gives new customers 
 new entrants to the market             confidence in switching to TalkTalk 
 which will further increase            as they can leave within 30 days if 
 the competitive landscape.             they are not happy with their new Fibre 
 However, at present, the competitive   connection. 
 activity remains largely unchanged     In addition, competitor pricing activity 
 with varying degrees of activity       continues to be monitored to understand 
 in most product channels. Therefore,   customer and market impact and plans 
 the risk that this competitive         are revisited accordingly if necessary. 
 backdrop makes it difficult            TalkTalk uses customer communications 
 for TalkTalk to maintain its           to promote our simple, affordable, reliable 
 value position differentiation         and fair message and is committed to 
 remains consistent with prior          helping customers understand the best 
 year.                                  positioned package to meet their needs. 
-------------------------------------  ----------------------------------------------- 
 
 
People capability 
 4 5 6 FY20 Gross risk remains broadly the same FY19 Gross risk has 
 increased 
Risk and impact                        Mitigation 
                                       TalkTalk has established values which 
                                        act as a cultural framework and are 
                                        embedded through the business in recruitment 
                                        and performance management processes. 
                                        Structured talent forecasting and assessment 
                                        processes are in place to ensure required 
                                        talent is proactively understood and 
                                        actions plans are in place to actively 
                                        manage attrition risks and succession. 
                                        These processes also ensure a proactive 
TalkTalk recognises employees           review of the senior management level 
 as a key asset and aspires             to ensure the right leadership is in 
 to be a 'Great Place to Work'          place for motivating, inspiring and 
 for all colleagues. We understand      leading the workforce to deliver on 
 the increasing challenges and          the corporate objectives. 
 importance in the market of            A people scorecard is in place for ongoing 
 defining an effective operating        monitoring and oversight of people risk 
 model and attracting and retaining     and, where required, actions to further 
 the right talent to deliver            mitigate risk exposures are identified 
 organisational performance             and implemented. In addition, Group-wide 
 and future growth aspirations.         activities are carried out to assess 
 Throughout the year, the vast          the level of employee engagement and 
 majority of our London roles           insight gained is used to develop action 
 were successfully moved to             plans to ensure a highly engaged and 
 a single main campus in the            motivated workforce is maintained. 
 current Salford site to reduce         Due to COVID-19, further measures have 
 operational complexity and             been implemented to ensure the health 
 deliver a more efficient focused       and safety of our workforce and customers 
 business.                              whilst we continue our provision of 
 The main focus continues to            critical services. A specific charter 
 be attracting and retaining            is in place which, along with enhanced 
 the required talent and competencies   technical capabilities, has enabled 
 in a competitive local employment      nearly all of our workforce to successfully 
 environment. Failure to do             work from home. We are closely monitoring 
 so may negatively impact our           any potential impacts on our workforce 
 ability to deliver on performance      through regular surveys with specific 
 targets and strategic objectives.      questions around our COVID-19 response. 
 COVID-19 has resulted in nearly        Although the gross risk has been reduced 
 all our workforce working remotely     as we successfully completed the relocation 
 which could lead to business           of London roles to our main Salford 
 continuity, health and safety          campus this is offset by the new COVID-19 
 issues.                                risks. 
-------------------------------------  --------------------------------------------- 
 
 
Changing market structure 
 1 2 3 5 FY20 Gross risk remains broadly the same FY19 Gross risk 
 remains broadly the same 
Risk and impact                         Mitigation 
The Government and Ofcom are 
 committed to promoting investment 
 in Full Fibre networks through 
 infrastructure competition 
 in the UK telecommunications 
 market. 
 Government has sought to incentivise 
 network competition, through 
 the Future of Telecoms Infrastructure 
 Review (FTIR), which included 
 a range of measures to designed 
 to make it quicker, simpler 
 and cheaper for a range of 
 companies to build Full Fibre 
 networks. The FTIR complemented        TalkTalk continues to be a vocal advocate 
 existing Government policy,             of competition and is well placed to 
 including the Local Full Fibre          benefit from an increasing trend towards 
 Networks Programme and the              a more pro-competition regulatory framework. 
 work of Government's Barrier            This poses a risk to incumbent players 
 Busting Unit.                           in the market, whilst presenting potentially 
 Since then, alternative networks        valuable opportunities for challengers. 
 have secured significant investment     The business is actively engaging with 
 and have extensive FTTP build           the necessary external stakeholders, 
 ambitions, primarily across             particularly Ofcom and Government, to 
 urban areas in the UK.                  share views and attempt to deliver the 
 The Conservative Party made             best market and customer outcomes, as 
 a manifesto commitment to speed         well as to proactively understand and 
 up nationwide gigabit capable           respond to the opportunities and challenges 
 networks, with a target date            presented by structural market changes. 
 of 2025. We expect to see further       TalkTalk is well placed to benefit from 
 details for a plan to subside           the transition to Full Fibre networks. 
 rural network build in the              We are actively engaged with Openreach 
 coming months, with GBP5bn              on product and service developments, 
 of funding available.                   including FTTP roll-out plans, in order 
 In light of Government's ambitions,     to pursue favourable outcomes for TalkTalk. 
 Ofcom has proposed a considerably       TalkTalk signed a wholesale agreement 
 different regulatory structure          with CityFibre to connect customers 
 for the next review period              onto their network in their roll-out 
 than the one which has been             areas at a competitive price. This agreement 
 in place in the last decade,            demonstrates how TalkTalk can benefit 
 with prices set above costs             from increased network competition. 
 in urban areas to encourage             We continue to discuss potential commercial 
 FTTP build by altnets, and              arrangements with other FTTP network 
 a process of cross-subsidy              owners. 
 proposed in rural areas to              TalkTalk is currently engaging with 
 support Openreach FTTP rollout.         Ofcom on its Wholesale Fixed Telecoms 
 These proposals, which are              Market Review proposals, and will respond 
 due to come into effect from            in due course to these proposals in 
 April 2021, are currently under         order to attempt to achieve the most 
 consultation.                           appropriate outcomes from the review. 
--------------------------------------  --------------------------------------------- 
 
 
Regulatory compliance 
 1 2 3 FY20 Gross risk remains broadly the same FY19 Gross risk has 
 increased 
Risk and impact                         Mitigation 
                                        The Group's Regulatory Compliance Committee, 
The telecommunications sector            a subcommittee of the Board, has continued 
 is highly regulated, with compliance    to convene throughout the year to monitor 
 over key customer-focused regulations   the mitigation of operational risks 
 monitored by the governing              which could give rise to customer complaints 
 body, Ofcom. Another of the             and regulatory breaches. The Group Legal 
 key governing bodies relevant           Counsel and Company Secretary has chaired 
 to the Company is the Information       weekly compliance meetings throughout 
 Commissioner's Office (ICO).            the year, attended by senior management. 
 The regulations and laws that           There are clear lines of accountability 
 TalkTalk must comply with,              both in first-line operations and in 
 including Ofcom General Conditions      our second-line assurance function and 
 and data legislation, are designed      there has been continued focus on embedding 
 to support customers.                   processes and controls to maintain compliance 
 Although previous regulatory            to industry regulations including focus 
 change risks around addressing          on delivering improvements in our complaint 
 the General Data Protection             handling processes and reducing complaint 
 Regulation (GDPR) and the automatic     volumes. 
 compensation scheme have reduced        Plans are also in place to deliver further 
 year on year, the need to implement     regulatory changes which come into force 
 the enhanced consumer protection        over the next twelve months to eighteen 
 requirements in the European            months. 
 Electronic Communications Code          TalkTalk has established structured 
 leads to a stable overall risk          programmes to deliver changes resulting 
 assessment.                             from Ofcom's end-to-end review of its 
 Failure to comply with regulatory       General Conditions. The progress of 
 obligations may result in negative      this activity will be governed by the 
 customer impact and/or significant      existing Compliance Committee to ensure 
 regulatory fines.                       effective delivery. 
--------------------------------------  ---------------------------------------------- 
 
 
Data and cyber security 
 2 3 4 FY20 Gross risk has increased FY19 Gross risk remains broadly 
 the same 
Risk and impact                       Mitigation 
                                      TalkTalk has continued to invest in 
                                       and focus on actively implementing an 
                                       ongoing programme to build and mature 
                                       its security capability, including to 
                                       address the increasing risks around 
                                       key third party vendors. Investment 
                                       is also planned to continue in the new 
                                       financial year and beyond leveraging 
                                       an updated Security Strategy centred 
                                       around five focus areas: 
                                       -- Governance, Risk and Compliance; 
                                       -- Protective Controls; 
                                       -- Vulnerability & Patch Management; 
                                       -- Visibility & Response Capabilities; 
                                       and 
                                       -- Network Resilience. 
                                       The strategy is underpinned by the widely 
                                       adopted NIST Cyber Security Framework 
                                       and is leveraged to continuously improve 
                                       the security maturity of the organisation. 
                                       This includes an annual security maturity 
                                       controls assessment by an independent 
                                       third party to validate the controls 
                                       that we've implemented and to provide 
                                       recommendations on the security roadmap 
                                       to help us prioritise our work. 
                                       Over the last four years significant 
                                       investment has been made in building 
                                       out a bigger security function and capability 
                                       including successfully establishing 
Security of customer, commercial       an in-house 24x7 Security Operations 
 and colleague data poses increasing   Centre, which launched late 2017. During 
 reputational and financial            subsequent years, further projects were 
 risk to all businesses and            delivered to improve and mature our 
 the gross risk remains high.          security control environment and capabilities. 
 In particular, cyber and data         These activities and investments are 
 related threats and crime is          supporting continuous improvement of 
 consistent with prior years           security and the management of security 
 but this year we note an increased    threats and risks 
 risk around key third party           In addition, a robust governance structure 
 vendors that presents a significant   remains in place with a PLC Security 
 challenge in terms of securing        Committee meeting every two months. 
 data and systems against attack.      This is a subcommittee of the Board, 
 TalkTalk receives most of its         chaired by a Non-Executive Board member, 
 revenue through card transactions     with the CEO and other senior executive 
 and like many businesses utilises     representation. Furthermore, there is 
 third parties as part of doing        a monthly Security Committee that is 
 business. TalkTalk recognises         made up of senior management across 
 that failure to successfully          all of key areas of the business to 
 secure data and systems against       discuss the latest security threats 
 attack may have a material            and risks, approve changes and manage 
 impact on brand reputation            exceptions to security policies, and 
 and financial performance.            ensure that security projects are managed 
 Other associated costs may            effectively. 
 also be incurred, including           In response to COVID-19, we have enhanced 
 potential regulatory fines.           our well established information security 
 COVID-19 could see an increase        controls and our Security Operations 
 in volume and scale of financially    Centre has reduced the thresholds of 
 motivated cyber attacks.              existing monitoring. 
------------------------------------  ----------------------------------------------- 
 
 
Resilience and business continuity 
 1 2 3 4 6 FY20 Gross risk has increased FY19 Gross risk remains broadly 
 the same 
Risk and impact                        Mitigation 
                                       Network resilience is assessed and monitored 
TalkTalk is reliant on its              on a regular basis and again, over the 
 infrastructure as well as key          last year, TalkTalk has continued to 
 third party suppliers and partners     deliver network analysis, improvements 
 in order to deliver quality            and simplification at pace supporting 
 products and services to its           greater resilience. Continuous monitoring 
 customers. Network, system             of network availability is also in place 
 or third party failure could           to ensure any issues are identified 
 result in significant disruption       in a timely manner and resilience testing 
 to services or business processes,     takes place. Where an incident does 
 which may have a negative impact       occur, a robust incident response process 
 on customers and therefore             is in place and exercised to ensure 
 damage customer loyalty or             effective response, followed by a problem 
 result in complaints. It is            management review that is linked to 
 therefore important to establish       service improvement. The Group recognises 
 resilience in the network,             that network resilience is also reliant 
 systems and also require resilience    on Openreach for the last mile. 
 from our third parties and             Other prioritised critical processes, 
 partners.                              systems and third parties are identified, 
 The approach adopted for supporting    and business owners are assigned accountability 
 infrastructure and associated          for assessing resilience and implementing 
 resilience, including use of           business continuity plans to enable 
 third parties, is regularly            continuity of operations in the event 
 reviewed to ensure an optimal          of an incident. TalkTalk also continues 
 model is maintained which drives       to invest in supporting appropriate 
 resilience and efficiency.             resilience on critical systems which 
 There is a risk that changes           will be a key focus for FY21 on a risk-based 
 to approach may not be delivered       approach. For third parties, the relationship 
 effectively resulting in negative      owners are assigned accountability for 
 impact to operations.                  requiring critical third parties to 
 It is also noted that in the           have adequate business continuity plans 
 event of an incident, TalkTalk         in place and obtaining third party assurance 
 must be able to respond in             where appropriate that their plans have 
 an efficient and effective             been reviewed and tested on a regular 
 manner in order to minimise            basis. 
 impact on customers and performance.   Due to COVID-19, further measures have 
 Due to COVID-19, there has             been implemented to ensure the health 
 been a significant uplift in           and safety of our workforce and customers 
 daytime data and voice traffic,        whilst we successfully continue our 
 although peak traffic is still         provision of critical services. 
 within usual demand. There             We continue to focus on our network 
 is also an increased risk of           resilience constantly monitoring our 
 business continuity issues             network to forecast and respond to the 
 due to our workforce working           ongoing demand, successfully maintaining 
 remotely.                              stability and minimising any congestion. 
-------------------------------------  ------------------------------------------------ 
 
 
Financial 
 1 2 3 4 5 6 FY20 Gross risk remains broadly the same FY19 Gross 
 risk has increased 
Risk and impact                     Mitigation 
                                    The Group Treasury function is responsible 
                                     for managing the Group's liquid resources 
                                     and managing compliance with the terms 
                                     of funding agreements. Policies and 
                                     operating procedures are in place and 
                                     these are regularly reviewed to ensure 
                                     they remain appropriate for the business. 
                                     In addition, the Executive Committee 
                                     and the Board oversee the liquidity, 
                                     funding position and covenant compliance 
                                     of the Group on a regular basis and 
                                     are required to provide approval on 
                                     major funding decisions. The Group's 
                                     main financing facilities are typically 
                                     renewed 18 to 24 months before expiry 
                                     with new facilities based on the Group's 
                                     forecast cash flow requirements and 
                                     liquidity needs to ensure the Group 
                                     has sufficient available cash. The Group 
                                     Treasury function is also responsible 
                                     for managing foreign exchange and interest 
                                     rate risks in line with the Group's 
                                     policy. 
                                     The Group has recently renewed all of 
                                     its committed financing facilities which 
                                     has ensured a longer average tenor and 
As with many organisations,          provided it with a lower cost of financing 
 TalkTalk must actively manage       going forward. In addition, the sale 
 its liquidity risk, ensuring        of the Fibre Assets Business generated 
 the availability of sufficient      over GBP200m of consideration providing 
 long term funding and the Group's   greater headroom in the Group's facilities. 
 compliance with associated          Whilst these developments have reduced 
 covenants and other terms of        the liquidity risk of the Group, given 
 the funding arrangements. In        the uncertainty arising from COVID-19, 
 addition the Group must manage      the gross risk has been held stable 
 other financial risks such          until the effects of the pandemic are 
 as foreign exchange, interest       known with greater certainty or have 
 rate and credit risk.               materially passed. 
----------------------------------  -------------------------------------------- 
 
 
Change delivery and execution 
 1 2 3 4 6 FY20 Gross risk remains broadly the same FY19 Gross risk 
 has increased 
Risk and impact                        Mitigation 
                                       A formal change framework is in place 
                                        for delivery of change projects which 
                                        helps ensure appropriate process and 
                                        governance is in place to drive successful 
                                        project delivery. The framework is intended 
                                        to ensure a desired level of quality 
                                        is reached throughout the lifecycle 
                                        of each project and has continued to 
                                        support successful delivery of key change 
                                        programmes. 
                                        The Group Change function remains a 
                                        key effective control for facilitating 
                                        prioritisation discussions to ensure 
                                        people and financial resources are appropriately 
                                        engaged, allocated and focused. Performance 
                                        measures for key change projects are 
                                        defined and monitored and regularly 
                                        reviewed by Group Change. Monitoring 
                                        and oversight of key change projects 
Delivery of performance and             occurs at both the business unit leadership 
 strategic objectives and development   team level and by the Executive Committee 
 of the business is reliant             on a regular basis, enabling real-time 
 on the ability to successfully         consideration of the potential impact 
 deliver innovation and other           of other operational and strategic activities 
 operational changes required           on change projects. 
 to support growth and performance.     The gross risk has been reduced due 
 Failure to effectively deliver         to the organisational re-set in which 
 significant change programmes          TalkTalk has aimed for further simplification 
 and associated benefits critical       by concentrating on fewer, more focused 
 to TalkTalk's strategy would           initiatives to support delivery of simplified, 
 result in an inability to deliver      clear strategic objectives. However, 
 performance objectives and             this reduction is somewhat off-set by 
 limit TalkTalk's competitive           the potential impacts of COVID-19 on 
 position in the market.                the delivery of change due to financial 
 COVID-19 impacts could result          and operational constraints. The change 
 in financial and operational           plan is being closely reviewed and monitored 
 constraints impacting the delivery     by the Executive Committee to manage 
 of change.                             any COVID-19 impacts. 
-------------------------------------  ------------------------------------------------- 
 

Emerging Risks

As with other companies, TalkTalk faces emerging risks and uncertainties that could potentially be significant to our long-term strategy but cannot be fully defined or managed at present.

The Executive Committee meets regularly to review both the currently identified risks and emerging risks which inform our strategic planning process and is reviewed by the Board. For example, emerging risks around the long-term implications of Brexit and climate change have been identified and are being monitored.

Brexit

The UK Government has been considering how Brexit will impact the future of telecoms regulation in the UK and final decisions will be subject to terms of the UK's future relationship with the EU. It is assessed that the Group has limited direct exposure to Brexit as it only provides services within the UK, has limited non-UK suppliers and contingency plans are in place for identified risks. Whilst a no-deal Brexit will likely affect business/consumer confidence and potentially drive customer churn across the wider market, the Group considers demand for our products would continue and as the largest value provider in the UK it may further enhance our relevance to customers.

However, the longer-term potential implications of a new relationship with the EU will depend on the outcome of the current trade negotiations and cannot be reliably identified at present.

In response, we continue to monitor and work closely with the Government and Ofcom and have attended several Government-led forums and hence, are well placed for early identification of any related risks.

Climate Change

Long-term climate change and environmental impacts may result in risks due to changes in UK market behaviours and government actions which cannot be fully defined. For example:

-- Increased severity and frequency of extreme weather could significantly impact our operations and our ability to service our customers on-site; and

-- Customer demand for more environmentally responsible products and government policy changes around end-of-life product obligations could lead to significant changes and costs to our operations.

Our response includes reducing our CO per gigabit of bandwidth by 80% since 2010 and changing company car policy whereby all provided fleet vehicles must be petrol, hybrid or electric. We also used a 'cradle to cradle' lifecycle approach to developing our award-winning Wi-Fi Hub, examining how the product was created, ensuring that it was built to last, before being either re-used and/or recycled efficiently - see page 38 for further details.

We continue to actively review our operations to identify further improvements to protect the environment.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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