Annual Report and Accounts 2017
A
s
s
o
c
i
a
t
e
d
B
r
i
t
i
s
h
F
o
o
d
s
p
l
c
A
n
n
u
a
l
R
e
p
o
r
t
a
n
d
A
c
c
o
u
n
t
s
2
0
1
7
A VERY PRODUCTIVE YEAR
CONTENTS
STRATEGIC REPORT
IFC Financial headlines
02 Our businesses at a glance
04 Chairman’s statement
06 Chief Executive’s statement
Group business model
08
and strategy
10 Key performance indicators
12 Business strategies
14 Operating review
14 Grocery
22 Sugar
30 Agriculture
36 Ingredients
40 Retail
48 Financial review
50 Corporate responsibility
54 Principal risks and uncertainties
59 Viability statement
GOVERNANCE
60 Board of directors
62 Corporate governance
75 Remuneration report
94 Directors’ report
98
Statement of directors’
responsibilities
Independent auditor’s report
99
FINANCIAL STATEMENTS
107 Consolidated income statement
108 Consolidated statement of
comprehensive income
109 Consolidated balance sheet
110 Consolidated cash flow statement
111 Consolidated statement of
changes in equity
112 Significant accounting policies
116 Accounting estimates
and judgements
117 Notes forming part of the
financial statements
158 Company financial statements
IBC Progress report
IBC Company directory
REVIEW OF THE YEAR ONLINE:
WWW.ABF.CO.UK/AR2017
Associated British Foods is a diversified
international food, ingredients and retail
group with sales of £15.4bn, 133,000
employees and operations in 50 countries
across Europe, southern Africa, the
Americas, Asia and Australia.
Our purpose is to provide safe, nutritious,
affordable food and clothing that is great
value for money.
FINANCIAL HEADLINES
Group revenue
£15.4bn
Actual: +15% Constant currency: +6%
Adjusted operating profit
£1,363m
Actual: +22% Constant currency: +13%
Adjusted profit before tax
Adjusted earnings per share
127.1p
Up 20%
Gross investment
£945m
Profit before tax
£1,576m
Up 51%
£1,310m
Up 22%
Dividends per share
41.0p
Up 12%
Net cash
£673m
Operating profit
£1,336m
Up 21%
Basic earnings per share
151.6p
Up 47%
Adjusted operating profit is stated before the amortisation of non-operating intangibles, transaction
costs and profits less losses on disposal of non-current assets. These items, together with profits
less losses on the sale and closure of businesses, are excluded from adjusted profit before tax and
adjusted earnings per share.
01
CHAMPIONING
OUR GROCERY
BRANDS
14
READ MORE ON GROCERY
BUILDING
THE WORLD’S LEADING
SUGAR BUSINESS
22
READ MORE ON SUGAR
PIONEERING
NEW TECHNIQUES
IN AGRICULTURE
30
READ MORE ON AGRICULTURE
INNOVATING
HIGH-QUALITY INGREDIENTS
FOR OUR CUSTOMERS
36
READ MORE ON INGREDIENTS
EXCITING
FASHION AND
BEAUTY IN RETAIL
40
READ MORE ON RETAIL
Associated British Foods plcAnnual Report and Accounts 2017Strategic report 02
OUR BUSINESSES
AT A GLANCE
GROCERY
MADE GOOD
PROGRESS
INTERNATIONALLY
SUGAR
PROFIT
RECOVERED
STRONGLY
OUR
DIVERSIFIED
BUSINESS
The group operates
through five strategic
business segments
Revenue
Revenue
£3,381m 2016: £3,097m
£2,174m 2016: £1,636m
Adjusted operating profit
£303m 2016: £294m
International
Twinings and Ovaltine are our
global hot beverage brands.
Europe
Silver Spoon and Billington’s sugars,
Jordans and Dorset cereals, Ryvita,
Kingsmill, Patak’s and Blue Dragon.
The Americas
In the US, Mazola is the leader in
corn oil and we sell a range of baking
brands through retail and food service
channels. Capullo is a premium
canola oil in Mexico.
Australia
Ham, bacon and smallgoods under
Don and KRC brands. Tip Top Bakeries
produce a range of well-known breads
and baked goods.
Adjusted operating profit
£223m 2016: £35m
Europe
Our UK beet sugar factories typically
produce well over one million tonnes
of sugar annually. Azucarera in Spain
produces over 400,000 tonnes of beet
sugar each year and has a cane refining
capacity of a further 400,000 tonnes.
Southern Africa
Illovo is Africa’s largest sugar producer
with agricultural and production
facilities in six countries. Typical annual
sugar production is 1.7 million tonnes.
China
We operate two beet sugar factories
in the north east of the country, with
annual sugar production capacity
of over 180,000 tonnes.
Y
R
E
C
O
R
G
R
A
G
U
S
Associated British Foods plcAnnual Report and Accounts 2017 AGRICULTURE
ACHIEVED
GOOD REVENUE
GROWTH
INGREDIENTS
FURTHER
IMPROVED
PROFITABILITY
03
RETAIL
INCREASED ITS
MARKET PRESENCE
WITH 30 NEW
STORES
Revenue
Revenue
Revenue
£1,203m 2016: £1,084m
£1,493m 2016: £1,294m
£7,053m 2016: £5,949m
Adjusted operating profit
Adjusted operating profit
£50m 2016: £58m
£125m 2016: £93m
Adjusted operating profit
£735m 2016: £689m
AB Agri operates at the heart of the
agricultural industry. Its unique breadth
and experience enable it to add value
all along the food, drink and biofuel
industry supply chains.
AB Agri supplies products and
services to farmers, feed and food
manufacturers, processors and
retailers. It also buys grain from
farmers and supplies crop inputs
through its joint venture arable
operation, Frontier Agriculture.
The business employs 2,400 people
around the world and markets products
in more than 65 countries.
Yeast and bakery ingredients
AB Mauri operates globally in yeast
and bakery ingredients production with
50 plants in 25 countries supplying
plant and artisanal bakers and the
foodservice and wholesale channels.
It is a technology leader in bread
improvers, dough conditioners and
bakery mixes.
Speciality ingredients
ABF Ingredients focuses on high-value
ingredients for food and non-food
applications. It manufactures and
markets enzymes, lipids, yeast
extracts and cereal specialities
worldwide with manufacturing
facilities in Europe and the US.
Primark
Primark is a major retail group
employing 73,000 people. It operates
stores in the UK, Republic of Ireland,
Spain, Portugal, Germany, the
Netherlands, Belgium, Austria,
France, Italy and the US.
It offers customers quality,
up-to-the-minute fashion at
value-for-money prices.
Buying and merchandising teams
in Dublin (Republic of Ireland) and
Reading (UK) travel internationally
to source and buy fashion items
that best reflect each season’s
key fashion trends. Primark’s range
includes womenswear, lingerie,
childrenswear, menswear, footwear,
accessories, hosiery, beauty
and homeware.
E
R
U
T
L
U
C
R
G
A
I
S
T
N
E
I
D
E
R
G
N
I
L
I
A
T
E
R
Associated British Foods plcAnnual Report and Accounts 2017Strategic report 04
CHAIRMAN’S STATEMENT
EXCELLENT PROGRESS
THIS YEAR WITH
ADJUSTED EARNINGS
PER SHARE UP 20%
CHARLES SINCLAIR, CHAIRMAN
Associated British Foods plc
Annual Report and Accounts 2017
Group revenue of £15.4bn was 15%
ahead of last year and adjusted
operating profit of £1,363m was
22% ahead. Given the economic and
currency uncertainties a year ago,
these results demonstrate the benefit
of our international diversity and the
strong underlying performance of
our businesses. I am therefore very
pleased to report excellent progress
this year with adjusted earnings
per share up 20% to 127.1 pence.
Gross investment was again significant
this year at £945m. This comprised
£866m of capital expenditure and
operating intangible assets, driven by
a higher level of investment by Primark
with expenditure in all its countries
of operation, and £79m on business
acquisitions. This year we delivered a
particularly impressive cash flow which
emphasises the group’s ability to convert
profitability into cash. We also realised
proceeds, net of costs and tax, of over
£500m from two business disposals.
Together these resulted in last year’s
net debt of £315m becoming a net
cash balance of £673m this year end.
As anticipated, we delivered a strong
recovery in sugar profits this year.
This was a consequence of the recent
structural changes made to AB Sugar,
the considerable benefit derived from
performance improvement over a
number of years and an increase in EU
sugar prices. Moving to full ownership
of Illovo last year has proved to be a
positive step with an increase in profit
which benefited from an acceleration
of its commercial development and
performance improvement. We believe
that we are well placed to take advantage
of the removal of sugar quotas in the
EU arising from the reform of the sugar
regime, and to meet the challenges
including the recent fall in EU
sugar prices.
Further cost reduction drove the
continued recovery of the yeast and
bakery ingredients business while
excellence in execution was the
driver of the strong performance
from speciality ingredients. Together
they increased adjusted operating
profit by 34% this year.
05
“ We are a responsible business”
WWW.ABF.CO.UK/RESPONSIBILITY
Dividends
I am pleased to report that a final
dividend of 29.65p is proposed, to be paid
on 12 January 2018 to shareholders on
the register on 15 December 2017.
Together with the interim dividend
of 11.35p paid on 7 July 2017, this will
make a total of 41.0p for the year,
an increase of 12%.
Outlook
Primark’s selling space expansion
will continue and with margins in line
with the current year we expect an
increase in Retail profit. Progress is
expected from Grocery, Agriculture and
Ingredients. In Sugar, higher volumes
and lower costs will only partially
mitigate the effect of much lower
EU prices.
At current exchange rates we expect
no material transactional or translational
effect on profit.
Taking all of these factors into account,
at this early stage, we expect progress
in adjusted operating profit and adjusted
earnings per share for the group for the
coming year.
Charles Sinclair
Chairman
Good progress was made by Twinings
Ovaltine, ACH in the US and George
Weston Foods in Australia, but Grocery
results were held back by the trading
environment faced by the UK bakeries.
Since the year end we have completed
the acquisition of Acetum S.p.A.,
a producer of high-quality balsamic
vinegar from Modena, Italy. We look
forward to the opportunity of developing
further this fine business, using
our existing capability in selling and
marketing speciality foods internationally.
Primark has the potential for significant
growth and this was demonstrated
again this year by its opening of a
net 30 stores and 1.5 million sq ft of
selling space across nine countries.
The Primark management team
also had further success in mitigating
currency headwinds, they delivered
on-trend fashion and their stores have
never looked better. We look forward
to further growth in the coming year.
Two business disposals took place
at the beginning of the financial year.
In November 2016 the sale of our US
herbs and spices operation significantly
reduced the complexity of ACH and
facilitated a reduction in overhead.
In December 2016 we sold our cane
sugar operations in south China to a
party better placed to drive its further
development. We are proud of the
transformation in agricultural productivity,
sugar yields and factory efficiencies
that we achieved over our 20 years of
ownership. We realised a pre-tax profit
of £293m from these two disposals
with little impact on the group’s
trading profit.
Corporate responsibility
Our group has grown and evolved
considerably since its formation in
1935 and a great deal has changed,
but the essence of what we do has
remained a constant. Operating ethically
is a core value at the heart of our group
and our intention has always been to
do the right thing for our people and
the wider community, believing
that we achieve this by feeding and
clothing millions of people every day.
Our approach to ensuring that this is
sustained is described in our Corporate
Responsibility Report which has
been updated this year. A copy of the
update is available for download at
www.abf.co.uk/responsibility.
Remuneration
As noted in the Remuneration report
we revised our remuneration policy
last year to align it more closely with
our business strategy. In particular,
an additional earnings per share
measure was introduced into the long
term incentive plan that is designed
to take into account volatility in world
and European sugar prices. Although
incentive payments under this additional
measure will not arise until 2019,
the changes in sugar prices seen over
recent months support this decision.
The board
We are announcing today that Tim Clarke
will retire as a director with effect from
30 November 2017, after 13 years on
the board. Tim’s extensive experience
in retailing and his wise counsel over
the years have been of immeasurable
value and we are very grateful for his
substantial contribution. His tenure
did not diminish his independence at
any time.
Javier Ferrán has completed more
than nine years’ service as a director
of the Company and, in accordance with
the UK Corporate Governance Code,
the rest of the board must now confirm
his independence annually. This having
been done, we are delighted that Javier
has agreed to continue as a member
of the board and, with Tim’s retirement,
to take on the responsibilities of Senior
Independent Director.
We have recently announced the
appointment of Michael McLintock as a
non-executive director of the Company
with effect from 1 November 2017.
Michael is currently a trustee of the
Grosvenor Estate and a non-executive
director of Grosvenor Group. He was
chief executive of M&G Investments
from 1997 until his retirement in 2016.
He became a member of the Audit
and Remuneration committees
on appointment.
Employees
Our 133,000 colleagues in 50 countries
contribute to the success of the group
and I would like to thank them for
everything they bring to their businesses.
It is their innovation, entrepreneurial
skill, drive and ambition that enable
us to grow and develop, and through
their collaboration, build a network that
makes the whole so much greater
than the sum of its parts.
Associated British Foods plcAnnual Report and Accounts 2017Strategic report 06
CHIEF EXECUTIVE’S STATEMENT
A VERY PRODUCTIVE YEAR
GEORGE WESTON, CHIEF EXECUTIVE
Associated British Foods plc
Annual Report and Accounts 2017
2017 was a very productive year
in which all of our businesses made
significant progress and delivered
an excellent set of group results.
With over 60% of our sales and profits
now generated outside the UK, the
headline results benefited from sterling
weakness on translation. Nevertheless,
growth was very strong on a constant
currency basis with revenue and
adjusted operating profit ahead by
6% and 13% respectively.
Over the last few years AB Sugar
has taken major steps to transform
its business with the sale of the cane
sugar operations in south China this year,
the move to full ownership of Illovo last
year and the benefits delivered by the
performance improvement programme
over many years. It is pleasing to report
a substantial increase in Sugar profit this
year which benefited from all of these
initiatives and an increase in EU sugar
prices. Illovo is making good progress
with its accelerated programme of
commercial development and the delivery
of further production efficiencies. In the
EU, we have established a low cost
business which is positioned to exploit
the market opportunities and associated
freedom to export, following the abolition
of sugar quotas in October this year.
In Grocery, Twinings Ovaltine, ACH in the
US and George Weston Foods in Australia
all increased adjusted operating profit.
However, a difficult trading environment
in the UK bread market led to a decline
in revenues at Allied Bakeries and it
sustained a loss. We are continuing to
invest in our brands and are working
closely with our customers to improve
the profitability of our bakery business.
AB Agri continued with its strategy of
expanding the value-adding elements
of its business. Ingredients achieved
another strong profit and margin increase
driven by further cost reduction in
AB Mauri and excellent performances
from speciality ingredients.
The expansion of Primark’s selling space
continued apace this year and trading
was excellent, particularly over the
summer, delivering strong increases
in market share. Our determination to
be the best value on the high street
drove the decision not to pass on to our
customers the higher input costs arising
from sterling weakness against the
US dollar. The gross impact of this on
Primark’s margin was, to some extent,
mitigated by the work of the buying
07
2017 HAS BEEN A BUSY YEAR
FOR OUR BUSINESSES
GROCERY
REFRESHING OUR BRANDS
SUGAR
THE SCIENCE OF
SEED PROTECTION
27
19
AGRICULTURE
EVOLUTION THROUGH
INNOVATION
33
INGREDIENTS
EMBRACING TECHNOLOGY
G I V I N G
I N GREDIENTS A FRESH
39
RETAIL
IT’S ALL ABOUT
THE EXPERIENCE
46
and merchandising teams and margin
declined by less than expected at
the beginning of the year to 10.4%.
Notwithstanding this highly successful
year, Primark constantly seeks better
ways of delivering value to customers,
be that through store design and
location, stock availability, or enhancing
its reputation for on-trend fashion.
The Primark website and social media
are playing an ever more important role
in the relationship with our customers
in driving awareness of our products
and footfall in our stores. Primark will
continue to expand its selling space
across all its countries of operation with
another strong programme of new store
openings scheduled for the coming year.
Implications of the EU referendum
The consequences for the group of the
UK’s decision to leave the EU should
be seen in the context of the diversity
of our operations and geographical
footprint, combined with a business
model that has discrete Primark supply
chains for the UK and Eurozone and,
wherever possible, aligns food production
with the end markets for our products.
Changes in legislation and trade
agreements provide significant
opportunities for the food industry to
replace imported food and build export
markets and, for UK agricultural policy
particularly, they have the potential
to benefit our group. We are engaged
at all levels with a number of UK
Government departments to ensure
that the full range of opportunities and
risks, as they affect us, are recognised.
We are pleased with the Government’s
commitment that least developed
countries will not face an increase in
tariffs on their exports to the UK after it
leaves the EU. This will provide benefits
both for UK consumers and trade
with these countries which plays an
important part in securing the livelihoods
of local workforces. In common with
many other businesses, we share a
concern about the risk of abrupt changes
to the UK’s customs procedures. We
therefore welcome the Government’s
intention to have a transition period
beyond March 2019 in which to
implement the necessary systems
and processes.
George Weston
Chief Executive
Associated British Foods plcAnnual Report and Accounts 2017Strategic report 08
GROUP BUSINESS MODEL
AND STRATEGY
ASSOCIATED BRITISH
FOODS IS A DIVERSIFIED
INTERNATIONAL FOOD,
INGREDIENTS AND
RETAIL GROUP
BUSINESS STRUCTURE
Our businesses are organised so
that they are close to the markets
and customers that they serve.
The group is managed as five business
segments that bring together common
industry expertise, operational
capability and market intelligence.
Operational decisions are made locally
because, in our experience, they
are most successful when made
by the people who have the best
understanding of their markets and
who have to implement them.
The corporate centre aims to provide
a framework in which our business
leaders have the freedom and
decision-making authority to pursue
opportunities with entrepreneurial flair.
The centre is small and uses short lines
of communication to ensure prompt,
incisive and unambiguous decision-
making. It seeks to ensure that
business activities are appropriately
monitored and supported.
02
AT A GLANCE
Associated British Foods plcAnnual Report and Accounts 2017 STRATEGY
ORGANIC GROWTH
OUR PEOPLE
09
Organic growth is achieved
through investment in marketing,
in the development of existing
and new products and technologies
and in targeted capital expenditure
to improve efficiency and
expand capacity.
We are committed to innovation,
the continuous pursuit of improvement
and the maintenance of our efficient
manufacturing capability.
We aim to operate in a sustainable,
ethical, efficient and safe manner.
We have a strong culture of continuing
operational improvement and focus
on delivering exceptional quality and
customer service. The group takes a
long-term approach to investment and
is committed to increasing shareholder
value through sound commercial,
responsible and sustainable business
decisions that deliver steady growth
in earnings and dividends.
Acquisitions are made to complement
existing business activities and to
exploit opportunities in adjacent
markets or geographies.
The corporate centre agrees
strategy and budgets with the
businesses and monitors their
performance closely.
The group balance sheet is managed
to ensure long-term financial stability,
regardless of the state of capital
markets, and capital funding is made
available to all of our businesses where
returns meet or exceed clearly-defined
criteria. The centre provides selected
services where the scale of its
operations enables a more cost-
effective or efficient delivery, where
expertise that might not be available
at a business level can be retained
by the group, or where the provision
of such services would otherwise
distract business executives.
Such services include investor relations,
pensions, insurance, legal support,
tax and treasury management, where
specialist expertise is brought together
in one place for the benefit of the
group as a whole. The centre also
co-ordinates selected value-added
capabilities to support the businesses
in their local markets such as talent
management and development,
procurement, and the sharing of best
practice in, for example, health and
safety or engineering risk management.
We operate to high ethical standards as
an organisation and expect the same of
our employees. We encourage an open
and honest culture in all our dealings
and ensure that our core values are fully
implemented throughout the group.
We believe that an ethical business
is primarily built by its people,
not through codes of practice or
words on a page.
We pride ourselves in being a first-class
employer and we work actively to
develop capability and create opportunities
for employee progression. As a result,
people tend to stay with the group for
a long time and build exciting careers.
Whether through formal training and
apprenticeships, cross-fertilisation
of skills between roles, or mentoring,
we encourage and support everybody
to thrive at work.
Being part of Associated British Foods
means being part of a community that
respects human rights and celebrates
diversity. We recognise the United
Nations Guiding Principles on Business
and Human Rights and aim to adhere
to the core ILO conventions and all
relevant laws relating to working
conditions and employment. We strive
to promote diversity and generate new
and equal opportunities, a good example
being our Gender Diversity Task Force
which has a clear and simple goal:
‘No Barriers to Talent’. The task force aims
to optimise talent by embedding practices
into our core processes that enable
women to develop on an equal footing
to their male colleagues. We invest in
our people to ensure they are equipped
to deliver and excel at work, with a
key focus on training and development
across the group. Business-specific
examples of such activities are highlighted
throughout this report and also in our
2016 Corporate Responsibility Report
and the 2017 update.
12
BUSINESS STRATEGIES
14
OPERATING REVIEW
50
CORPORATE RESPONSIBILITY
Associated British Foods plcAnnual Report and Accounts 2017Strategic report 10
KEY PERFORMANCE INDICATORS
MEASURING OUR
PERFORMANCE ACROSS
THE WHOLE BUSINESS
We use key performance indicators (KPIs) to measure
our progress in delivering the successful implementation
of our strategy and to monitor performance.
FINANCIAL
Group revenue (£bn)
.
3
3
1
.
9
2
1
.
8
2
1
.
4
5
4 1
3
1
.
2013
2014
2015
2016
2017
Monitoring of revenue provides a measure
of business growth. Constant currency
comparisons are also used to provide
greater clarity of underlying performance.
Adjusted operating profit (£m)
Adjusted profit before tax (£m)
Return on capital employed (%)
0
8
1
,
1
3
6
1
,
1
2
8
0
,
1
3
6
3
,
8 1
1
1
,
1
8
8
0
,
1
5
0
1
,
1
1
7
0
,
1
4
2
0
,
1
0
1
3
,
1
4
.
8
1
9
.
8
1
6
.
7
1
5
.
0
1 2
.
8
1
2013
2014
2015
2016
2017
2013
2014
2015
2016
2017
2013
2014
2015
2016
2017
Adjusted profit and earnings measures are used to provide a consistent indicator
of underlying performance year-on-year and are aligned with incentive targets.
Adjusted EPS (pence)
Dividend per share (pence)
1
.
7
2
1
1
.
8
9
1
.
4
0
1
5
.
1
0
1
2
.
6
0
1
0
0
.
1
4
0
0
.
4
3
0
0
.
5
3
5
7
.
6
3
0
0
.
2
3
Adjusted operating profit expressed as a
percentage return on the average capital
employed in the business throughout
the year.
Adjusted operating profit is stated
before amortisation of non-operating
intangibles, transaction costs and
profits less losses on disposal
of non-current assets.
These items, together with profits less
losses on sale and closure of businesses,
are excluded from adjusted profit before
tax and adjusted earnings per share.
2013
2014
2015
2016
2017
2013
2014
2015
2016
2017
The group’s organic growth objective aims to deliver steady growth in earnings
and dividends over the long term. Adjusted earnings per share is a key management
incentive measure.
Associated British Foods plcAnnual Report and Accounts 2017
NON-FINANCIAL
Gross investment (£m)
Number of employees
Reportable injury rate (%)
11
6
6
0
1
,
5
4
9
6
3
0
4
2
1
,
9
0
2
8
1
1
,
2
5
6
2
1
1
,
6
1
9
9
2
1
,
0
9
5
2
3
1
,
9
4
0
.
2
9
6
6
1
7
5
7
6
.
8
4
0 0
4
0
.
9
5
0
.
7
4
0
.
2013
2014
2015
2016
2017
2013
2014
2015
2016
2017
2013
2014
2015
2016
2017
A measure of the commitment to the
long-term development of the business
through expenditure on PP&E, intangible
assets, biological assets and the acquisition
of new businesses or minority interests in
existing operations.
A measure of the scale and growth of the group
– the average number of people employed
during the financial year with a contract of
employment, whether full-time, part-time,
contractor or seasonal worker.
A measure of the group’s management of the
health and safety of its workforce – the number
of injuries resulting from an accident arising
out of, or in connection with, work activities
that were required to be reported to external
regulatory authorities, divided by the average
number of employees.
Cash generation (£m)
1
4
6
,
1
9
3
4
,
1
6
7
2
,
1
0
1
3
,
1
5
7
1
,
1
Number of countries of operation
(Primark)
Primark selling space (ft2m)
1
1
1
1
0
1
9
8
2
6
8
.
3
1
2
4
3
.
2
1
5
5
1
.
1
1
6
2
2
.
0
1
1
2
0
.
9
2013
2014
2015
2016
2017
2013
2014
2015
2016
2017
2013
2014
2015
2016
2017
Net cash generated from operating activities
is monitored to ensure that profitability is
converted into cash for future investment
and as a return to shareholders.
The number of countries and the retail selling space from which Primark operates
are measures of the breadth, scale and growth of the business.
Net cash/(debt) (£m)
Tonnes of sugar produced (m)
3
7
6
6
3
5
.
4
7
9
2
.
4
9
3
3
.
4
0
1
4
.
3
0
8
0
.
3
)
6
4
4
(
)
5
1
3
) (
4
9
1
(
)
4
0
8
(
2013
2014
2015
2016
2017
2013
2014
2015
2016
2017
Cash and cash equivalents less loans and other
borrowings. This measure is used to monitor
the group’s liquidity and capital structure and,
where relevant, to calculate ratios associated
with the group’s bank covenants.
A measure of the scale and development
of the group’s sugar operations.
Each business develops KPIs that are
relevant to its operations. These are
regularly monitored and, in the case
of adjusted operating profit, working
capital as a percentage of sales and
return on capital employed, are variously
used as local management incentive
measures. Additional performance
measures, both financial and non-
financial, are detailed by business
segment in the Operating review and
in the Corporate Governance Update.
Associated British Foods plcAnnual Report and Accounts 2017Strategic report 12
BUSINESS STRATEGIES
PROVIDING OUR
BUSINESS LEADERS
WITH THE FREEDOM
AND DECISION-MAKING
AUTHORITY TO PURSUE
OPPORTUNITIES
Five business segments that
bring together common industry
expertise, operational capability
and market intelligence.
Despite their diversity, each of our
businesses has at its heart the core
principle that the group produces
safe, nutritious, affordable food and
clothing that is great value for money.
Y
R
E
C
O
R
G
Each of our Grocery businesses pursues
an independent strategy, appropriate to
its particular market position and stage
of development. Some are focused on
developing brands in their core markets,
whilst Jordans, Dorset and AB World
Foods for example have had considerable
success extending their reach into new
and emerging markets.
All of these businesses are committed
to the consistent development of
their brands, and consumer research
is conducted locally and internationally
to establish consumer needs and
ensure appropriately targeted
investment. Our production facilities
are well maintained and we take
a long-term approach to capital
investment, recognising the merits
of building for the future. Acquisitions
are undertaken when opportunities
are presented to either strengthen
or complement existing businesses.
14
OPERATING REVIEW, GROCERY
Associated British Foods plcAnnual Report and Accounts 2017 13
AB Sugar is one of the world’s largest
and most diverse sugar producers and
has a simple vision to be the world’s
leading sugar business.
R
A
G
U
S
Whilst sugar is at the heart of what
we do, the sugar production process
provides opportunities to do more
than simply manufacture an ingredient.
We are an innovative and advanced
manufacturer, producing a wide range
of sugar and co-products. Additionally,
we are an energy and power supplier
and, as part of the wider agri-business
value chain, we are an important
contributor to the economy across
all our locations.
Our success has been built on
continued development and innovation
to meet the changing needs of our
customers, to improve our operations
and to work with our growers to ensure
sustainable, efficient, agricultural
production. We seek to drive continuous
improvement in everything we do and
are committed to developing our people
to build capability and capacity across
all our locations for the future.
S
T
N
E
I
D
E
R
G
N
I
Our Ingredients businesses are
dedicated to understanding the key
requirements of their customers
and their end-use markets in order
to ensure a relevant supply of
ingredients, systems, products and
technology that create value. They
develop partnership relationships
with customers to achieve a genuine
understanding of their products,
formulations, equipment and processes
and the market environment in which
the products are sold. They aim to grow
by providing outstanding customer
service backed by a high level of
investment in technology, innovation,
research and development.
Each business has its own business
model that determines an appropriate
balance of emphasis across the full
range of potential sources of competitive
advantage: innovative and distinctive
products; an efficient and proprietary set
of production processes; and compelling
customer propositions comprising a
blend of product performance and
customer specific services.
22
OPERATING REVIEW, SUGAR
36
OPERATING REVIEW, INGREDIENTS
E
R
U
T
L
U
C
R
G
A
I
AB Agri is a unique group of leading
agricultural businesses operating across
the entire food supply chain. It has a
detailed understanding of agriculture’s
importance in our changing world and
the ambition to drive ever greater
production efficiency has been the
core philosophy for over 30 years.
AB Agri operates through individual,
entrepreneurial businesses empowered
to grow their interests independently,
and through a strong network of contacts
across the entire supply chain.
Organic growth is achieved through
innovative product development and
by extending the business’ already broad
geographic reach into new territories
and new areas adjacent to its core
capabilities. Using the diverse breadth
of products, services and people within
the AB Agri community, the business
develops bespoke solutions tailored to its
customers’ needs. AB Agri will continue
its successful strategy of seeking to
make complementary acquisitions to
strengthen its portfolio of businesses
and its technical capability. It will also
continue to collaborate with other
businesses in the ABF group to harness
new contacts and technologies.
Primark offers great value for money
which it achieves by: incurring no
advertising costs, instead relying on
its customers ‘doing the talking’ about
its products; buying in vast quantities
and passing on the cost savings to
customers; keeping overheads to a
minimum but investing in state-of-the-art
logistics to enable its stores to replenish
stocks quickly; and not compromising
its high-quality standards, rigorously
testing products at the various stages
of production.
L
I
A
T
E
R
In the world of fashion it is critical
that once a style is seen on the fashion
show catwalk it reaches the stores
as quickly as possible. It can take as
little as six weeks from initial design
concept to being available on shelf, and
merchandise is sourced from all corners
of the globe. Although Primark does
not own the companies or factories that
produce its merchandise, it recognises
its responsibility to the workers in those
factories, and to its customers, to ensure
that its products are made in good
working conditions.
30
OPERATING REVIEW, AGRICULTURE
40
OPERATING REVIEW, RETAIL
Associated British Foods plcAnnual Report and Accounts 2017Strategic report PIONING OUR
M
A
H
C
14
Y
R
E
C
O
R
G
About Grocery
Grocery comprises consumer-facing
businesses that manufacture and market
a variety of well-known brands both
nationally and internationally. Twinings
Ovaltine has the broadest geographical
reach, selling premium teas and malted
beverages in more than 100 countries.
AB World Foods focuses on the creation
and development of world flavours and
its Patak’s and Blue Dragon branded
products are sold internationally.
Westmill Foods specialises in high-
quality ethnic foods including rice,
spices, sauces, oils, flour and noodles
sold under brands such as Rajah,
Lucky Boat and Elephant.
Jordans, Dorset and Ryvita operate in
the better-for-you cereal and savoury
biscuits categories with increasing
international presence. Jordans has
a heritage of using traditional methods
in the production of its wholegrain
cereals and cereal bars. Dorset’s
award-winning muesli and granolas
are renowned for the quality of their
natural ingredients. Ryvita has a strong
reputation in healthy snacking and is
the UK category leader in crispbreads.
Allied Bakeries produces a range of
bakery products under the Kingsmill,
Sunblest, Allinson and Burgen brands,
with flour and semolina produced
by sister company, Allied Mills.
Speedibake specialises in own-label
baked goods for retail and foodservice
customers. Silver Spoon and Billington’s
are our two retail sugar brands in the UK,
complemented by a range of dessert
toppings and syrups under the Askeys
and Crusha brands. HIGH5 and Reflex
Nutrition are recently acquired brands
in the sports nutrition sector.
In Australia, Tip Top is one of the
country’s most recognised brands,
with an extensive range of bread and
baked goods and George Weston Foods
also manufactures a variety of bacon,
ham and meat products including
the Don and KR Castlemaine brands.
ACH Foods includes within its range
of branded products, Mazola, the
leading corn oil in the US, and Capullo,
a premium canola oil in Mexico.
17
19
20
21
A CUT ABOVE THE REST
STAYING ONE STEP AHEAD
3 STEPS TO FLAVOUR PERFECTION
BEAUTIFUL BLENDS
Associated British Foods plcAnnual Report and Accounts 2017 PIONING OUR
M
A
H
C
15
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
–
o
p
e
r
a
t
i
n
g
r
e
v
i
e
w
C E RY BRANDS
G R O
Associated British Foods plcAnnual Report and Accounts 2017
16
GROCERY
CONTINUING BUSINESSES
Revenue
£3,381m
2016: £3,097m
Actual fx: +9%
Constant fx: level
Adjusted operating profit
£303m
2016: £294m
Actual fx: +3%
Constant fx: -6%
Adjusted operating profit margin
9.0%
2016: 9.5%
Return on average capital employed
24.7%
2016: 24.2%
EVERYDAY FOOD PRODUCTS
ENJOYED ALL OVER THE WORLD
Grocery revenue and adjusted
operating profit from continuing
businesses, which exclude the results
of the US herbs and spices business
sold during the year, were both ahead
of last year at actual exchange rates.
Revenue was level with last year at
constant currency although profit
was lower. Twinings Ovaltine had
another good year with excellent
sales and profit growth. Profits and
margins improved at ACH in the
US and at George Weston Foods
in Australia. However, a very
competitive UK bread market and
inflationary cost pressures led to
lower revenue and margin at
Allied Bakeries.
The Twinings brand performed well in
its major markets. It gained further value
market share in Australia and the US,
and good volume growth was achieved
in black tea in the UK although infusions
and green tea came under some
competitive pressure. Significant
investment in tea packaging technology
in the UK was completed during the
year driving production efficiencies and
enabling the relaunch of infusions with
an improved format. Last year’s return
to growth for Ovaltine in Thailand, which
is its largest market, was sustained,
driven by a strong increase in ready-to-
drink sales. Further progress was made
in Switzerland with particular success for
Ovomaltine brand extensions, and the
strong sales growth of Crunchy Cream
over the last few years led to capital
investment enabling production to be
brought in-house.
At Allied Bakeries, the Kingsmill relaunch
earlier this year was well received by
consumers. However, with low retail
prices, a resurgence of lower margin
own-label products as retailers sought
to differentiate their bakery offering, and
inflationary cost pressures all combined
to result in a significant margin decline.
Jordans and Dorset Cereals continued
their international expansion with the
brands now being sold in 75 countries,
and overseas sales of Jordans now
greater than those in the UK. Country
Crisp and the launch of Frusli bars drove
strong sales growth in France and further
success was achieved in Australia where
the brands lead the growing granola
market. Trading conditions in the UK
were more challenging for Ryvita with
a larger crispbread market share being
taken by own-label driven by the growth
of the European retail discounters.
Westmill Foods recently announced
a further expansion of noodle production
capacity at its Manchester factory,
responding to increased demand, and
a continuing focus on overhead reduction
led to a rationalisation of its distribution
operations. Patak’s and Blue Dragon are
the leaders in their respective categories
in the UK and both performed well
this year. Blue Dragon underwent a
significant re-branding and both achieved
further growth in international markets.
We acquired two small sports
nutrition brands during the year:
HIGH5, a hydration and recovery brand
with leading positions in the UK and
Scandinavia; and Reflex Nutrition,
a premium, protein-based, strength
and recovery brand. Sports nutrition
has grown strongly in recent years
reflecting healthier, more active,
consumer lifestyles. The two brands
have annual sales of some £20m and
production will be rationalised into one
site, in Brighton, by the end of this
calendar year.
On 12 October 2017 we completed the
acquisition of Acetum S.p.A., the leading
Italian producer of Balsamic Vinegar
of Modena for €317m including debt
assumed. These vinegars have been
granted European Protected Geographical
Indication status due to the unique nature
of their production, their provenance
and high quality.
Associated British Foods plcAnnual Report and Accounts 2017 CORPORATE RESPONSIBILITY
Creating
newopportunities
for local
communities
FIND OUT MORE AT
WWW.ABF.CO.UK/RESPONSIBILITY
IN AUSTRALIA DON CREATED
NEW OPPORTUNITIES FOR LOCAL
COMMUNITIES BY OFFERING
STABLE EMPLOYMENT
The ‘Karen’ are an ethnic
group originating primarily from
Myanmar. Tens of thousands
have become refugees due to
persecution in their native country.
Some 11,000 Karen refugees have
made their way to Australia with
1,000 resettling and building a new
community in the regional town of
Bendigo, 35 kilometres from the Don
meat factory at Castlemaine, Victoria.
Don has been working to reduce its
dependence on casual labour by
creating more permanent positions
at the Castlemaine site where
ongoing skills can be developed
through a more reliable and
permanent workforce.
This has included proactively
exploring, with local communities
and government bodies, how best
to source people for these positions.
As part of a trial with the local state
government recruitment agency,
a small number of Karen people
were included as part of an initial
recruitment intake. They were a
resounding success. Managers
praised their work ethic and
commitment to the organisation
and the Karen people had access
to permanent work to assist them
with their assimilation into the local
community. It was a great match.
1,000
Karen refugees
resettled in
Castlemaine area
To date Don has recruited 40 Karen
people with immediate plans for
a further 20, and more thereafter.
In order to facilitate their transition,
induction materials have been
translated into the Karen language
with translators on hand during
the induction process.
This has been a rewarding experience
for Don, fulfilling its need for more
permanent local labour while
continuing to invest in and support
the local community.
40
Karen people
employed after
successful trial
17
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
–
o
p
e
r
a
t
i
n
g
r
e
v
i
e
w
Acetum was founded by Cesare
Mazzetti and Marco Bombarda, both
of whom will remain in the business,
and its brands include Mazzetti,
the leading brand in Germany and
Australia, as well as Acetum and Fini.
Its products are sold in more than 60
countries and, in the year ended 31
December 2016, generated net sales
of €102m. This business will benefit
from the group’s existing capability in
selling and marketing speciality foods
internationally and we have ambitious
plans to grow.
We completed the sale of ACH’s
herbs and spices business in the US
on 21 November 2016 for a gross
cash consideration of £294m.
Operating profit at ACH’s continuing
operations were well ahead of last
year driven by higher revenue and
lower overheads. Mazola increased
its market share, with continued
support from its successful television
advertising, and consumer yeast, corn
syrup and corn starch all performed
well both in retail and foodservice.
Margins improved again this year at
George Weston Foods in Australia
where cost management delivered
significant operational efficiencies and
overhead reduction. Tip Top achieved
strong listings of Thins, a product new
to the Australian market, which was
launched during the year. The Don
KRC meat business continued to
grow volumes and worked closely
with key customers to develop the
category as exemplified by the
introduction of a much improved deli
ham range for Coles Supermarkets.
A CUT ABOVE THE REST
The Don smallgoods business
in Australia has consistently
demonstrated its ability to
drive increased consumption
and category profitability for its
customers through the strength
of the Don brand, its superior
category management skills
and a strong engagement with
customers across all functions
and levels.
A twin-pronged approach of driving
increased purchase of everyday
items through a strong pre-packaged
offering, coupled with a premium
range to be sold at in-store delicatessen
counters have resulted in Don growing
sales strongly over the last three years.
During the last year the business
has partnered with Coles, one
of Australia’s leading supermarkets,
to deliver a major change in Deli ham.
In what has been nicknamed
‘The Ham Revolution’ a new range
of clearly differentiated hams was
introduced with a ‘good, better, best’
tiering. All nine hams in the range
have their own positioning and reason
for being, providing consumers with
more choice, and, with reinvigorated
merchandising, the Don product
offering within Coles has been
brought to life.
To make sure the excitement of this
new initiative was followed through
in-store, 58 two-hour engagement
sessions were held in 25 locations
nationally. Over five days, 700 Deli
managers were introduced to ‘The
Ham Revolution’, with more remote
stores utilising an e-learning module
to ensure they were fully informed.
A ‘Ham Hotline’ was created to
respond to any questions and the
launch was supported by a strong
in-store merchandising programme
including badges and hats for the
Deli team, posters and a variety
of display features.
This project saw Don working closely
with several teams within the Coles
business, including Merchandising,
Replenishment and Supply, to ensure
the success of this groundbreaking
initiative. Over five months, weekly
meetings were held to ensure
alignment around all aspects of what
proved to be an excellent launch.
Great work was done to reduce
packaging and raw material sourcing
timelines to meet launch deadlines –
free-range ham was even available
in the Deli three weeks earlier than
expected! In the first three months
some 212,000 cartons were ordered
with a 99% customer service level.
Latest store sales data indicates a
significant level of category growth
and Coles’ ‘voice of the consumer’
insights are very positive.
The level of engagement between
Don and Coles around ‘The Ham
Revolution’ was nothing short of
‘Hamazing’ and set a new benchmark
for excellence. Coles were so
pleased with the project that it was
nominated for three trophies at their
annual Supplier Awards, and was
successful in the Supply Chain
Excellence category.
Associated British Foods plcAnnual Report and Accounts 2017Strategic report
E P AHEAD
T
18
GROCERY
YING ONE S
A
T
S
Associated British Foods plc
Annual Report and Accounts 2017
19
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
–
o
p
e
r
a
t
i
n
g
r
e
v
i
e
w
AB World Foods’ Blue Dragon
brand is the clear leader in the
UK Ambient Oriental category,
having established a strong
position over 40 years since
its launch in 1977.
Over the years the product range
has developed to meet consumers’
changing expectations and today the
line-up comprises a wide range of
products including Chinese, Thai and
Japanese cuisines. Whereas, in the
early days, the main comparison might
have been with the local Chinese
takeaway, today increasing numbers
of people are travelling to Asia and
bringing back their experiences with
a desire to recreate the dishes they
have discovered and enjoyed.
This was the challenge presented to
the Blue Dragon marketing team – the
recipes were exciting and vibrant but
this wasn’t matched by the packaging
which was more reminiscent of
traditional China. Several elements of
the packaging had also been copied
by others and it no longer stood out
on shelf. A totally new identity for the
Blue Dragon brand was developed
which captures the excitement of
today’s Asian cuisines, but in a way
that is unmistakably Blue Dragon.
This new design, which was introduced
from early 2017, is now unmissable
on the shelves of supermarkets and
convenience stores across the UK,
and has been greeted by a very
positive consumer response.
Associated British Foods plc
Annual Report and Accounts 2017
20
GROCERY
STEPS
TO
FLAVOUR
PERFECTION
Patak’s is a strong leader of the
ambient Indian category and
has delivered sustained growth
over a number of years.
An important way of ensuring
continuing growth is keeping our
brands relevant to consumers’
evolving tastes and needs through
the development of new products.
This includes offering consumers
new ways to enjoy authentic tasting
Indian cuisine that suit them.
Consumers increasingly want to be
more involved in cooking meals for
themselves and for their families, but in
many cases they have neither sufficient
time nor expertise to deliver a quality
result. Patak’s has therefore launched
a range of 3-step kits which include the
necessary ingredients and step-by-step
instructions to preparing a curry that is
guaranteed to taste fabulous.
Patak’s 3-step kits include a number
of components: a variety of individual
dry spices; pastes of blended authentic
spices preserved in oil; and specially
developed finishing sauces, which
together combine to provide an involving
and rewarding experience for home
chefs. Patak’s has taken the hard
work out of ingredient preparation
and because it has expertly blended
and balanced all the ingredients,
the 3-step kits deliver a fantastic
flavoured dish every time.
Associated British Foods plcAnnual Report and Accounts 2017 21
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
–
o
p
e
r
a
t
i
n
g
r
e
v
i
e
w
A unique blend of English
heritage, quality and innovation
is keeping Twinings at the top
of the tea table.
Much-loved blends
The Earl Grey and English Breakfast
blends remain the best-known teas
behind Twinings’ worldwide fame.
Earl Grey, created by Twinings in
1831, and English Breakfast, which
followed a century later, are now
sold in 117 countries.
BEAUTIFUL BLENDS
80,000
Public votes cast
1.5m
Shares on social media
Attracting new consumers
Another central factor in Twinings’
ongoing success has been its ability
to attract devotees of non-black tea –
particularly younger consumers –
to less traditional brews.
Its herbal and fruit infusions and green
teas – including such combinations as
mango and lychee, orange and lotus
flower, and ginger and buttermint
among many new blends – have brought
new generations to the ever-broadening
brand offering.
Exquisite black teas
Twinings builds on the devotion for its
heritage blends with the introduction
of other exquisite teas. January 2017,
for example, marked the introduction
of a new Morning Tea in Australia,
where Twinings is already market leader.
Intense national interest in this full-bodied
Ceylon-based tea was boosted by a
high profile ‘Twinings Design Challenge’,
which involved 33 inspirational Australian
women competing to design
the packaging.
Innovative promotion
The winning pack design, featuring
a ballerina, by Australian TV presenter
Carrie Bickmore, was revealed at a
celebrity-packed Sydney Harbour event
and projected across the harbour.
More than 80,000 people voted for
their favourite, with around 1.5 million
sharing the result on social media.
A contribution from each sale of
Morning Tea over the next four years
will go to the winner’s own charity,
Carrie’s Beanies 4 Brain Cancer.
Such innovative promotion has
been key to Twinings’ global growth,
particularly in conveying the message
that, despite its exceptional quality,
the 311-year-old brand’s tea is not
just for special occasions.
Associated British Foods plcAnnual Report and Accounts 2017
22
R
A
G
U
S
About Sugar
AB Sugar is a leading producer of
sugar and sugar-derived co-products
in southern Africa, the UK, Spain,
and north China. We operate 24 plants
in ten countries with the capacity to
produce some 4.5 million tonnes of
sugar and around 600 million litres of
ethanol annually and are a significant
employer. Our products are sold into
industry sectors including food and drink,
pharmaceutical, industrial, agricultural,
power and energy.
In the EU, Azucarera is the largest
producer in Iberia and British Sugar is
the sole processor of the UK sugar beet
crop. Illovo Sugar is the biggest sugar
processor in Africa and in June 2016,
ABF acquired full ownership putting
both AB Sugar and Illovo Sugar into a
stronger position to navigate the complex
sugar landscape whilst capitalising on
Africa’s growth market. We have a beet
sugar business in north China that has
achieved a strong record of performance
improvement in agriculture and
production efficiencies. We also operate
one of Europe’s largest bioethanol
producers based in the UK, serving half
of the UK’s demand for bioethanol.
Our success has been built on continued
development and innovation to meet
the changing needs of our customers,
to improve our operations and to work
with our growers to ensure sustainable,
efficient agricultural production.
As a global business, we operate
in a diverse and continually changing
environment with many opportunities
and challenges. Although we have
a global portfolio, we operate with
a local heart, working together to
do what is right for the location and
market. As we evolve to meet the
world’s changing needs – customers,
growers and others – it is our role to
ensure we use resources responsibly,
build strong rural economies and
ensure thriving healthy communities.
By drawing upon everything we have
learnt over many decades as a sugar
producer, we continue to embrace
innovation and strive to create more from
less by working collaboratively across
our group and with our stakeholders.
25
27
28
CONTINUOUS IMPROVEMENT
THE SCIENCE OF SEED PROTECTION
BUILDING STRONGER LINKS
Associated British Foods plcAnnual Report and Accounts 2017 23
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
–
o
p
e
r
a
t
i
n
g
r
e
v
i
e
w
SUGAR
Associated British Foods plc
Annual Report and Accounts 2017
BUILDINGTHEWORLD’SLEADINGBUSINESS
24
00
SUGAR
CONTINUING BUSINESSES
Revenue
£2,174m
2016: £1,636m
Actual fx: +33%
Constant fx: +21%
Adjusted operating profit
£223m
2016: £35m
Actual fx: +537%
Constant fx: +374%
Adjusted operating profit margin
10.3%
2016: 2.1%
Return on average capital employed
14.1%
2016: 2.3%
A WORLD-LEADING SUGAR
BUSINESS FOCUSED ON EXCELLENCE
AB Sugar’s revenue and adjusted
operating profit from continuing
businesses, which exclude the
results of the south China cane
sugar business sold during the year,
were substantially ahead of last
year. The main drivers were higher
EU sugar prices, lower UK beet costs,
increased production and sales
volumes at Illovo, and a further major
contribution from the performance
improvement programme across the
group. We changed the Illovo financial
year end in 2016 to align it with that
of the group and this year’s results
therefore included a full 12 months’
performance compared to 11 months
last year.
The performance improvement
programme comprises continuous cost
reduction and business development
delivered through production efficiencies,
capital investment and procurement
activities. The importance of anticipating
and responding to the changing needs of
our customers and their end consumers
is well understood, and the long-awaited
structural changes to the EU sugar
industry, which are now upon us,
have provided an added stimulus over
recent years. Our businesses have been
preparing for this with a thorough review
of all aspects of their operations, from
capabilities and processes through
to routes to market and pack formats.
The programme has generated initiatives
across a range of disciplines and there
are many still to pursue.
UK profitability improved significantly.
Sugar production of 900,000 tonnes
in the 2016/17 year was abnormally low
as a consequence of the reduction in
the contracted growing area in order to
reduce the high level of stocks brought
forward from the prior year. EU stocks
were at a low level at the end of this
marketing year and, in anticipation of the
abolition of quota and export restrictions
from October 2017, our contracted area
for the 2017/18 season was increased
by a third. The crop has developed well,
with favourable rainfall and temperatures
during the growing season, and the latest
sugar production estimate for 2017/18
is in excess of 1.4 million tonnes.
EU sugar prices for 2017/18 will be
below those achieved this year although
the profit impact for British Sugar is
expected, to some extent, to be
mitigated by the higher production
volumes and the benefit of euro strength
against sterling on euro-denominated
sales. Beet costs will be in line with
this year.
In Spain, profit was well ahead of
last year with an increase in sugar
production and higher EU sugar prices.
Although beet sugar production of
362,000 tonnes was lower than last
year’s 449,000 tonnes, the Guadalete
refinery produced 300,000 tonnes,
and imported raw sugars co-refined
at the beet factories produced a further
30,000 tonnes. Next year we expect
lower EU sugar prices to reduce the
profit at Azucarera.
In China, we completed the sale
of our five cane sugar factories on
22 December 2016 for total proceeds,
including debt assumed, of £297m.
Our continuing operations now comprise
two beet factories in north China at
Zhangbei and Qianqi. These factories
processed a record beet crop with
180,000 tonnes of sugar produced
although sucrose yields were lower
than in recent years. Market prices
have been stable and profit was ahead
of last year. Looking ahead to 2017/18,
the crop is progressing well with a
smaller growing area to enable the
optimisation of processing efficiency.
Sucrose yields are expected to improve
as a result of the work undertaken with
growers to increase mechanisation of
their agricultural operations and improve
beet storage methods. Sugar production
is estimated at over 170,000 tonnes.
Associated British Foods plc
Annual Report and Accounts 2017
Associated British Foods plcAnnual Report and Accounts 2017 CORPORATE RESPONSIBILITY
our employees
Enabling
to develop
and share
insight
FIND OUT MORE AT
WWW.ABF.CO.UK/RESPONSIBILITY
AN EXCHANGE PROGRAMME THAT
ALLOWS EMPLOYEES TO DEVELOP
AND INSIGHT TO BE DISTRIBUTED
THROUGHOUT THE BUSINESS
AB Sugar’s International
Experience Programme (IEP) is
enriching the capabilities of our
businesses and our people.
The IEP provides an opportunity
for employees from our core factory
operations or agriculture functions to
work for up to six months in another
part of our business in a different
country. It is open to people with
development potential at any age
or career stage. Reflecting our
international footprint, since the
programme’s 2012 launch, participants
have come from Africa, China, Spain
and the UK.
All-round benefits
The IEP offers major benefits for
our people. Employees learn about
a new part of AB Sugar; experience
a different culture; develop their
language skills, technical ability and
personal resilience; and extend and
strengthen their internal networks.
Among their new contacts will
be a support team established by
AB Sugar for each participant, including
home and host line managers and
a dedicated local ‘buddy’.
The business also benefits from the
IEP through the transfer of knowledge
between operations, the ongoing
collaboration enabled by expanded
networks and the development and
increased engagement of employees.
Participants’ identification of
cost-saving or profit-making initiatives
in their host country, or on return
to their home business, has also
delivered significant returns.
Overall, the opportunities that the IEP
opens up for individuals and the wider
company are supporting AB Sugar’s
foundations and building capability
for the future to deliver even greater
performance improvement in a more
competitive environment.
Since the launch in
2012
participants have come from
Africa, China, Spain and the UK
25
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
–
o
p
e
r
a
t
i
n
g
r
e
v
i
e
w
O
CONTIN U
U S LY IMPRO
V
I
N
G
T
O
M
E
S
R
E
M
O
ET THE NEEDS OF CUST
AB Sugar operates in a diverse
and continually changing
environment with many
opportunities and challenges.
The period since June 2013, when
the European Council of Ministers
confirmed that existing quota
arrangements in the EU would cease
on 30 September 2017, has been
one of the most significant in the
sugar industry’s history.
We enter this new era
post-deregulation with confidence,
having built upon our continued
development and innovation
to meet the changing needs of
our customers, by improving our
operations and by working with
growers to drive sustainable,
efficient agricultural production.
In part, we have achieved this
by introducing a performance
improvement programme (PIP) that
we launched in 2009, recognising
that the competitive environment
was only going to get tougher. Our
first step was to determine a template
for the fit and nimble group we aspired
to be, by benchmarking ourselves
extensively against internal and
external models of best practice.
Setting ambitious goals
Having established ambitious
goals for our group, in 2011 we
began a four-stage programme
to achieve them:
• we empowered our people to
identify, execute and maintain
local projects that reduced costs,
improved processes and enhanced
operational performance. To enable
this, we invested extensively in
training, for example in ‘Lean’
production techniques which aimed
to increase value for customers by
making businesses more efficient
and responsive to market needs,
whilst reducing waste;
• we then tackled transformational
projects that simplified and improved
business processes. These projects
tended to be large in scale, had a
step-change impact and required
low capital investment;
• capital expenditure was our next
area of focus. Deepening our already
exacting scrutiny of investments,
we ensured that all capital projects,
whether related to land, buildings,
machinery or equipment, all
delivered strong financial returns
to the business; and
• we launched a global procurement
process to increase profit through
the implementation of a variety of
best practice principles. This resulted
in group-wide visibility of purchasing
which delivered significant economies
of scale.
A culture of continuous
improvement
By being open minded about just
how much we could possibly
achieve and by making a long-term
commitment, we have had time
to embed the PIP process across
the group. International employee
exchanges, centres of excellence,
networking and deployment of
projects on a group-wide basis have
all helped ensure good practice is
shared consistently and effectively
and, as our pipeline of future
projects testifies, PIP has become
self-sustaining. Continuous
improvement is now part of our
culture; we are a more efficient
and customer-focused organisation
and have delivered substantial cost
and performance benefits across
each of our businesses.
“ We enter this new era
post-deregulation with
confidence, having built upon
our continued development
and innovation to meet
the changing needs of
our customers.”
Sugar production at Illovo was
1.65 million tonnes, compared with
1.40 million tonnes last year on a
comparable basis, following better
growing conditions in the new
season, particularly in South Africa
and Swaziland. As a consequence,
sales were strong and we continued
to improve our consumer offering in
Zambia, Malawi and Tanzania with
an extended range of pack sizes
and enhanced point of sale materials.
Combined with the continuing
performance improvement activities,
profit was ahead of last year. The new
refining and sugar conditioning plant
in Zambia, which was commissioned
last year, operated well during the
year. This facility provides the capacity
to meet the growing demand for
more refined sugars in the local
and regional markets.
Further improvement in throughput
and reliability was made during the
year at the Vivergo Fuels bioethanol
plant, although an operating loss was
driven by higher UK wheat costs
and lower ethanol prices. The UK
Government produced its response
to the consultation on renewables in
transport fuels on 14 September 2017
and proposed that the percentage
of transport fuel from renewable
sources would increase from its
current level of 4.75% to 9.75% by
2020. The crop-based component
of this would be capped at 4% until
2020, declining to 3% by 2026 and
2% by 2032. Whilst we support the
increase in the renewables mandate
we are concerned about the
reduction in the crop cap after 2020
and will maintain a close dialogue
with government on this.
Associated British Foods plc
Associated British Foods plcAnnual Report and Accounts 2017
26
SUGAR
Associated British Foods plc
Annual Report and Accounts 2017
27
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
–
o
p
e
r
a
t
i
n
g
r
e
v
i
e
w
Germains is one of the
world’s leading seed technology
suppliers with facilities in
the UK, the Netherlands,
Spain and North America.
It works closely with partners,
stakeholders and customers to
ensure long-term, sustainable
and profitable growth.
79 billion
In 2016/17 Germains processed
79 billion sugar beet seeds and
110 billion horticulture seeds
40
Germains treats over 40
different species of seeds
How we started
Founded in 1871, Germains Seed
Technology develops innovative,
industry-leading conventional and
organic solutions for sugar beet,
vegetables and flower seeds. It
specialises in a range of seed-borne
technologies including priming,
pelleting, filmcoating and health.
Germains offers a wide range of
benefits to growers such as faster
crop emergence, increased plant
uniformity (allowing easier harvest),
higher yields and better protection
against a variety of diseases and
pests. Using such technologies
reduces the need for chemical
spraying, controls dust release into
the environment and also the amount
of chemical required to treat the crop.
Transforming our business model
Since the 1940s Germains has
pioneered the use of seed treatment
technology for sugar beet. Working
closely with seed companies,
Germains has developed a range
of products (Advantage®, Xbeet®
and Xbeet®plus) which increase
crop yield by at least 10% compared
with untreated seed.
While continuing to invest in sugar
beet and maintaining its strong
position in the market, over the last
five years Germains has accelerated
the development of its horticulture
business which now accounts for 50%
of its operations and covers a wide
range of crops, particularly lettuce,
onion, celery and Swiss chard.
Working closely with its customers,
the business invests heavily in
research and development (R&D)
to deliver optimised and unique
solutions that allow growers to
maximise the potential from
all seeds.
Investing in the future
The increased focus on horticulture
has been driven by significant R&D
investment across Europe and North
America. In 2012, an R&D centre was
established in Enzhuizen, at the centre
of the Dutch horticulture industry,
the so-called ‘Seed Valley’.
In 2015, R&D capability was further
enhanced with investment in the
Norwich Research Park in the UK.
Adjacent to many leading research
institutions, this facility works
predominantly on researching the
molecular development of the seed
to understand how this can be
influenced by novel seed treatments.
This year has seen further investment
in people and equipment in the North
American business and in Growth
Rooms near the Kings Lynn facility
in the UK. These are controlled
environment facilities which allow
accelerated R&D activity and will
further increase the speed to market
of Germains’ new products.
Innovation in action
The recently launched North
American product, ProBio®
SafeGuard™, is a great example of
how Germains introduces innovative
technology with the benefit of
customer insight. By working in
partnership with industry bodies
and in close co-operation with seed
companies, growers and distributors,
emerging problems can be identified
and addressed.
Over the last 10 years, the majority of
organic spinach growers experienced
problems caused by a soil borne
pathogen, Pythium Ultimum, and
were unable to meet consumer
demand for fresh spinach for the
salad industry. In infected fields,
growers were losing 10–40% of the
seed they planted due to the disease.
Working with industry partners,
Germains developed a unique
product solution which targets early
plant protection – Pythium damage
typically takes place in the first
14 days after planting. ProBio®
SafeGuard™ establishes a barrier
around the emerging plant
and its developing root system that
protects the plant during germination
and first leaf stage. This allows a
greater establishment of the plants
resulting in a much improved yield.
There are over 35,000 spinach
seeds in 1 lb and Germains utilises
rotary film coating technology
to coat a precise application of seed
protection chemistry to each one.
The seeds rotate at 30–40 rpm and
get coated with a fine mist of the seed
technology product. The fast rotation
and the application of the fine mist
evenly distribute the seed coating,
while the air movement quickly
dries the seeds to keep them from
sticking together.
Associated British Foods plc
Annual Report and Accounts 2017
28
SUGAR
Our Malawian sugar business
has successfully responded
to challenges in European and
regional African markets by
transforming its commercial and
marketing operations to focus
on strong sales growth at home.
With EU preferential markets for bulk
raws becoming less attractive, and with
lower prices per tonne and increasing
competition, Illovo Sugar refocused
on maximising the best opportunity
for growth in the Malawian domestic
market by improving the structuring
of the product range, pricing and brand
execution for the Malawian consumer
and retailer customers.
Increasing domestic sales
Illovo’s growth strategy aims to
accelerate revenue growth by building
stronger links with, and understanding of,
domestic retailers and end-consumers.
This is a new direction for the business in
Malawi, where we formerly concentrated
entirely on large distributors in the
fragmented wholesale market.
To gain greater insight into Malawian
consumers – many of whom have had
their already low disposable income
squeezed by extreme weather and a
deteriorating economy – we launched
an extensive programme to reshape
our brand, products, price points and
promotional activity. In re-engineering
our commercial approach, we drew
on extensive market research,
interviewing hundreds of consumers,
retailers and wholesalers, in both
urban and rural settings.
Associated British Foods plcAnnual Report and Accounts 2017 29
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
–
o
p
e
r
a
t
i
n
g
r
e
v
i
e
w
Improving our route to market
The repositioning of our Malawian
route-to-market approach has included:
• introducing a larger and stronger
commercial team to drive sales,
support retailers and resellers and
maintain good levels of availability
in the market;
• satisfying demand for smaller,
lower-cost bags of sugar by launching
220g and 500g packs, to complement
the existing 1kg and 2kg packs;
• fortifying all products with Vitamin A
in line with the Malawian Government’s
campaign to reduce infant and maternal
mortality; and
• launching a more robust packaging
design, backed by high-profile retail
displays and nationwide advertising.
The new brand packaging recognises
and celebrates Malawians’ strong
sense of national pride and heritage,
featuring local language and imagery.
Strategic insights
The programme’s insights and its impact
on the Malawian supply chain will further
inform how the Illovo group improves the
route to market in neighbouring Zambia
and Tanzania. It will also contribute to our
overall strategy of being a world-class
and highly efficient organisation,
operating in Africa.
The Illovo team’s efforts in providing
‘an improved, secure and safe supply
of sugar in sizes to accommodate
difficult daily challenges’ won them
second place in a Chartered Institute
of Customer Management’s
service excellence award.
Associated British Foods plcAnnual Report and Accounts 2017
30
E
R
U
T
L
U
C
R
G
A
I
About Agriculture
AB Agri occupies a unique position
across the agri-food supply chain. Its
focus is to add value and deliver profit
for partners all along that chain by
improving the sustainability of food
production. This is achieved by investing
in research and development, driving
the use of technology and exploring how
data can deliver insight and enable real
world improvements. A top three player
in almost all the markets in which it
operates, it continues to expand its
global footprint and is rapidly becoming
a major international agri-business.
AB Agri’s core capabilities include:
Specialised feed ingredients
Offering pioneering feed ingredients,
additive products and technical services
to the global animal feed industry as
well as high-quality, bespoke, vitamin/
mineral premixes, starter feeds and
micro-ingredients developed through
world-class expertise in nutrition
and product formulation.
Co-product innovation and marketing
The UK’s largest and most progressive
marketer of food, drink and energy
industry co-products.
Finished feed manufacture
A major global manufacturer and
supplier of pig, poultry and dairy feeds,
with 27 production sites in the UK,
continental Europe and China. We work
closely with major processors and
producers to benchmark productivity and
performance and develop tailored feeds
and new feeding regimes to improve
performance for every customer.
Supply chain solutions
Working exclusively with major brands
and retailers for more than 15 years, we
create value through the implementation
of continuous improvement programmes,
working across food, agriculture and
natural resource supply chains in over
65 countries.
Commodity risk management
Providing customers with in-depth
insight on global commodity markets,
we are also the UK’s leading grain trading
and crop inputs company through our
joint venture, Frontier Agriculture.
33
34
EVOLUTION THROUGH INNOVATION
AGROKORN – ALTERNATIVE PROTEINS
Associated British Foods plcAnnual Report and Accounts 2017 31
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
–
o
p
e
r
a
t
i
n
g
r
e
v
i
e
w
Associated British Foods plcAnnual Report and Accounts 2017
32
AGRICULTURE
ADDING VALUE BY IMPROVING
THE SUSTAINABILITY OF
FOOD PRODUCTION
In continental Europe, starter feeds
imported into Poland from our Primary
Diets business in the UK achieved
excellent growth, and construction
of the new starter feed factory in
Spain was completed by the year
end. AB Vista performed well both
in Europe and North America, driving
strong enzyme sales, and progress
was made beyond the traditional pig
and poultry sectors in both ruminant
and aquaculture markets. Last year’s
acquisition of Agrokorn, a Danish
producer of animal nutrition products,
premixes and milk replacers, extended
our capability in alternative proteins and
created a platform for further product
development and geographic expansion.
This business is now well integrated
into our existing operations.
AB Agri’s extensive experience across
the farming industry, combined with
the greater availability of on-farm data
and the use of proprietary technology,
are being leveraged to provide greater
insight into on-farm management.
This is aimed at assisting farmers to
increase productivity and improve
animal nutrition.
Revenue
£1,203m
2016: 1,084m
Actual fx: +11%
Constant fx: +8%
Adjusted operating profit
£50m
2016: £58m
Actual fx: -14%
Constant fx: -21%
Adjusted operating profit margin
4.2%
2016: 5.4%
Return on average capital employed
14.2%
2016: 17.7%
AB Agri revenues were well
ahead of last year with growth in
all businesses and the benefit of
a full year’s trading from Agrokorn
which was acquired last year.
Adjusted operating profit was,
however, lower than last year
mainly reflecting reduced margins
in China and UK feeds, as a result
of strong competition and higher
raw material costs, and an increase
in investment in new business
opportunities.
Demand for feed in the UK was
weak and the smaller sugar beet crop
reduced co-product volumes. New
liquid co-products from Vivergo’s
biofuel production were developed for
the animal feed and anaerobic digestion
(AD) markets which partly offset the
reduced availability of co-products from
the food and drink industry. Our AD plant
in Yorkshire was commissioned during
the year enabling sales of new AD
products and services under the Amur
brand. A smaller UK wheat crop and
low market volatility adversely affected
Frontier’s grain trading performance,
but firmer grain pricing and good growing
conditions contributed to a strong result
from its crop inputs business.
In Asia, AB Vista performed well with
higher enzyme revenues although the
market weakened in the second half
after a strong start. Margin and profit
reduced in China as a result of a more
challenging environment as evidenced
by egg prices falling to their lowest
level in 20 years. Our feed mill in
Shanghai was relocated to a new site
with increased capacity. Our first
standalone feed pre-mix site in China
is now operational, addressing the
growing demand for specialist,
tailored ingredients.
Associated British Foods plcAnnual Report and Accounts 2017 CORPORATE RESPONSIBILITY
We are
committed
to employee
wellbeing
FIND OUT MORE AT
WWW.ABF.CO.UK/RESPONSIBILITY
AN AB AGRI WELLBEING PROGRAMME
IS GIVING EMPLOYEES THE TOOLS TO
BOOST THEIR PHYSICAL, EMOTIONAL
AND FINANCIAL HEALTH
The new programme brings
healthy living practices to
the heart of the workplace,
focusing every month on
different themes – from stopping
smoking to financial planning.
We are piloting the scheme at our
Peterborough site, where up to
400 of our people work. Wellbeing
fairs have enabled employees to
find out about local gyms and clubs,
chat to nutritionists, experience
taster exercise classes and receive
health MOTs. Following the pilot,
the programme will be rolled out
across AB Agri’s 40 international
sites, driven by HR teams and
wellbeing champions.
Such local activities are
complemented by a new global
employee wellbeing portal, which
sits within our wider benefits
website. This resource includes
expert advice from our wellbeing
partners, including Living Sport,
which encourages sports
participation, and healthcare
specialist Bupa.
Following the pilot,
the programme will be
rolled out across AB Agri’s
40
international
sites
Good for people
This wellbeing focus demonstrates
AB Agri’s objective to be ‘good for
people’ and ensure ‘agriculture is
a first choice career’, as part of our
Formula 24 strategic commitment to
responsible agriculture. It also builds
on our existing portfolio of colleague
benefits, such as our employee
assistance programme and private
medical insurance offering.
Our wellbeing emphasis also reflects
our evolution beyond traditional health
and safety – although this remains key
– to more holistic employee support.
This, in turn, mirrors the changing
demands of the modern workforce
and our efforts to attract, engage
and retain great talent.
33
33
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
–
o
p
e
r
a
t
i
n
g
r
e
v
i
e
w
Evolution through innovation
AB Agri continues to evolve its
operations through innovation, as
exemplified in its latest venture which
uses a co-product from one of ABF’s
other operations, Vivergo Fuels, to
create value – and power – in another,
Amur, an anaerobic digestion business
that was launched last year.
AB Agri has an established relationship
with Vivergo’s bioethanol plant in Hull
as AB Connect already sells a quality
animal feed co-product from biofuel
production. The business is now
successfully channelling a liquid
co-product from Vivergo to feed a
large number of anaerobic digesters
through the Amur business.
Environmental and business benefits
The liquid, which is made up of wheat
proteins, fibres and yeast extracts,
is produced during the fermentation/
distillation stage of bioethanol
production. A proportion of this liquid
was previously sent to landfill, at a cost
to both the environment and the Vivergo
business. However, using our expertise
in livestock nutrition to analyse the
liquid, we identified that its nutrient
profile would help drive cost-effective
gas production in anaerobic digestion.
Since March 2016, in the region
of 60,000 tonnes of the co-product
has been marketed into a range
of anaerobic digestion plants that
generate power for the National Grid.
In our own Amur operation we have
also produced a new organic fertiliser
from the digestate which we now sell.
This provides an offset for some of
the carbon produced at our feed mills.
Identification of the potential value
of the liquid’s composition reflects
AB Agri’s ability to adapt its core nutrition
expertise to new, developing markets.
It also adds to its track record of deriving
profit from co-products and evolving
its traditional animal feed business
into new markets, thereby helping to
maintain its market leadership.
Annual Report and Accounts 2017
Associated British Foods plc
34
AGRICULTURE
The purchase of Danish
company, Agrokorn, has
brought new vigour to AB Agri’s
alternative proteins operation,
which was formed as an
AB Agri new venture in 2014.
Since launch, the small team has
worked with experts from across the
AB Agri group to develop a strong
presence in the fast-growing alternative
proteins sector. The acquisition and
development of Agrokorn marked
a significant step forward.
When AB Agri bought Agrokorn in spring
2016 it was already a strong player in its
native Denmark. Since then, AB Agri
has helped transform the business
and its core alternative protein product,
AlphaSoy (Agrokorn’s flagship brand),
to reach new levels.
Team members from alternative
proteins and the AB Agri group worked
with Agrokorn to improve AlphaSoy
to deliver better performance and
overcome export constraints and
open up new markets. As a result,
the business has already expanded its
international reach beyond Denmark
into Asia, the US and Central America.
Associated British Foods plc
Annual Report and Accounts 2017
The success of Agrokorn’s
development in such a short time
since acquisition is an example
of AB Agri’s strength in enabling
companies to raise and achieve their
ambitions. By bringing its international
experience to local companies,
applying its world-leading nutritional
expertise to evolve products, and
providing the investment to make
expansion possible, it is turning
exciting opportunities into major
business propositions.
35
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
–
o
p
e
r
a
t
i
n
g
r
e
v
i
e
w
Associated British Foods plc
Annual Report and Accounts 2017
36
36
About Ingredients
Ingredients comprises a number
of businesses that supply a range
of ingredients to food and non-food
manufacturers. Together they employ
8,000 people in more than 70 plants
in 25 countries.
AB Mauri has a global presence in
bakers’ yeast with significant market
positions in the Americas, Europe and
Asia, and is a technology leader in,
and supplier of, bread improvers,
dough conditioners and bakery mixes.
The business employs experts who
have extensive knowledge and
understanding of the yeast and bakery
ingredients business, the equipment,
the processes and the raw material.
ABF Ingredients comprises businesses
focusing on high-value ingredients for
food, feed, pharmaceutical and industrial
applications: AB Enzymes (enzymes);
Abitec (speciality lipids and surfactants);
Ohly (yeast extracts and seasoning
powders); PGP International (extruded
ingredients and speciality rice flours);
and SPI Pharma (pharmaceutical
excipients and antacids).
ABF Ingredients operates a global
footprint with production facilities in
Europe, the Americas and India and
customers in more than 50 countries.
S
T
N
E
I
D
E
R
G
N
I
39
39
EMBRACING TECHNOLOGY
ENZYMES EXPANSION
Associated British Foods plcAnnual Report and Accounts 2017 37
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
–
o
p
e
r
a
t
i
n
g
r
e
v
i
e
w
G I V I N G
I NGREDIENTS A FRESH
Associated British Foods plc
Annual Report and Accounts 2017
38
INGREDIENTS
PROVIDING INNOVATIVE,
HIGH-QUALITY,
INGREDIENTS GLOBALLY
ABF Ingredients delivered strong
sales and profit growth with margin
improvement driven by a higher
proportion of revenues from premium
markets. Higher enzyme sales, especially
feed enzymes to AB Vista, drove high
factory utilisation and improved overhead
absorption. We completed the capacity
expansion of the enzymes manufacturing
facility in Finland which has also improved
production efficiency.
Significant growth in food and beverage
nutritional applications, as well as
branded and generic pharmaceutical
drugs, drove another year of strong
sales growth at Abitec, our speciality
lipids business in North America.
Further investment was made at the
Janesville, Wisconsin plant to meet
increasing demand and to improve our
research capability. SPI also benefited
from developments in the pharmaceutical
sector with good growth for its functional
excipients and drug delivery solutions.
Our US protein extrusion business
gained from the consumer trend for
healthy snacking, and achieved margin
growth through improvement in
manufacturing yields.
Revenue
£1,493m
2016: £1,294m
Actual fx: +15%
Constant fx: +2%
Adjusted operating profit
£125m
2016: £93m
Actual fx: +34%
Constant fx: +18%
Adjusted operating profit margin
8.4%
2016: 7.2%
Return on average capital employed
15.3%
2016: 13.1%
Ingredients’ revenues and adjusted
operating profit were again well
ahead of last year with a further
increase in margin.
AB Mauri delivered another year of
significant improvement with growth
achieved in yeast and bakery ingredients.
North America benefited from successful
bakery ingredient product launches
although the market for bakery yeast
remains highly competitive. The business
was well represented at the International
Baking Industry Exposition held last
October where it promoted its baking
technology credentials to attendees from
more than 100 countries. The EMEA
region delivered profit growth and Asia’s
results improved following last year’s
rationalisation of production facilities
in China. Although the economic climate
in South America remains challenging,
operating performance was robust.
Capital investment in a new bakery
ingredients plant in Buenos Aires
was completed at the end of the
financial year.
In January 2017 we completed
the acquisition of Specialty Blending
based in Cedar Rapids, Iowa. The
plant features multiple blending lines
capable of handling whole-grain bread
concentrates and sweet goods mixes.
It also has a speciality mill of a scale
suited for ancient and organic grains
and custom blends. Integration of the
business has progressed well with
improvements in its cake and doughnut
mixes from the application of our
ingredients’ technologies.
Associated British Foods plc
Annual Report and Accounts 2017
Associated British Foods plcAnnual Report and Accounts 2017 CORPORATE RESPONSIBILITY
Promoting
gender
diversity
business
across our
FIND OUT MORE AT
WWW.ABF.CO.UK/RESPONSIBILITY
WE ARE COMMITTED TO PROMOTING
GENDER DIVERSITY AND SUPPORTING
CAREER ADVANCEMENT ACROSS
OUR BUSINESS
AB Enzymes operates across
a number of territories, making
it difficult for its employees to
participate in centralised activities
designed to support women.
The business therefore chose
to establish a Women’s Business
Forum with the objective of helping
its female employees advance their
careers. Meetings are scheduled
quarterly to coincide with other
business events to increase
attendance and minimise travel.
Members unable to attend in
person can join by Webex.
The Forum acts as a focal point for
women to come together and gain a
better understanding of the business.
It also allows them to build a network
of contacts with whom they can
share information and experience.
The Forum has now been running
for two years and has proved very
successful. Issues discussed have
ranged from how to create an
effective personal development plan,
to what to consider if working in a lab
while pregnant. The Forum has also
encouraged women to discuss and
debate issues to be raised with the
senior leadership team, giving them
a stronger voice within AB Enzymes.
The Women’s Business
Forum has been running
years
2and has proved
very successful
INSIDE OUR
INGREDIENTS BUSINESS:
EMBRACING TECHNOLOGY
The International Baking Industry
Exposition (IBIE) is held every three
years in Las Vegas, Nevada. At the
most recent event held in October
2016, IBIE drew baking industry
attendees from around the world
with more than 23,000 customers,
manufacturers and consumers
attending from more than 100
different countries.
Promoting its excellent credentials as a
baking technology company, AB Mauri
showcased the latest in artisanal bread
sampling using Aromaferm™ cereal
ferments as well as a documentary
highlighting our unique and collaborative
‘AB Mauri Model’ filmed on location
at several key industrial and artisanal
bakery customers.
AB Mauri is taking a proactive role in
promoting baked products to consumers.
Markets are changing and evolving
rapidly across the globe, and AB Mauri
is keeping pace with these changes
ensuring that our customers are
always well-positioned to maximise
new opportunities.
To reinforce our creativity and the
relevance of technology, this message
was communicated at IBIE through an
immersive 360-degree Virtual Reality
(VR) experience. 1,500 delegates put
on VR goggles, most of whom were
using this new and growing technology
for the first time. They took a journey
through the world of baking from the
first discovery of the properties of yeast,
through its propagation from a pinhead-
sized sample to large scale quantities,
ending with modern day examples of
baking applications that included a ride
on baking bread in a conveyor oven.
23,000
Customers, manufacturers
and consumers attending
1,500
Delegates tried out the
360-degree VR experience
39
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
–
o
p
e
r
a
t
i
n
g
r
e
v
i
e
w
FULL STEAM AHEAD
Our joint-venture manufacturing
facility at Rajamäki in Finland, part of
the Roal enzymes business, is now at
full production following completion
of an extensive eight-year, three-phase
expansion programme.
The first phase was commissioned
in April 2009 to increase fermentation
capacity and was followed, in 2013,
by Phase II which focused on delivering
utilities and services for future expansion.
With the completion of Phase III in August
this year, the business has increased
its fermentation capacity further and
significantly reduced its operating costs
and environmental footprint.
Phase III of the project started in September
2015, primarily to meet the ever-increasing
demand for Roal’s enzymes, particularly
animal feed, detergent and bakery enzymes,
in a sustainable and efficient way. New
buildings, additional fermenters, an industry-
leading filtration system and increased
storage capacity were added, the ERP
system was expanded and downstream
processing equipment was upgraded to
improve the plant’s core processes.
This was a complex project requiring the
considerable expertise of a dedicated project
team and the use of cutting-edge solutions
to overcome a series of technical challenges,
not the least of which was to maintain
production during the project without
disruption to customer service. As many as
125 third-party contractors worked on site at
any one time which added health, safety and
environmental complexity. The commitment
to planning, and the dedication of the
Technical and Health and Safety teams
contributed immeasurably to the safety
of all those who worked on the project.
With all three phases of Rajamäki’s
expansion now complete, Roal has
increased enzyme production capacity,
lowered operational costs, created more
jobs and made the facility an even safer
and more efficient place to work.
Associated British Foods plc
Annual Report and Accounts 2017
Associated British Foods plcAnnual Report and Accounts 2017
40
40
L
I
A
T
E
R
About Retail
Primark is one of the largest clothing
retailers in Europe. It has 345 stores
and employs 73,000 people in the UK,
Republic of Ireland, Spain, Portugal,
Germany, the Netherlands, Belgium,
Austria, France, Italy and the US.
It was founded in June 1969 in the
Republic of Ireland where it continues
to trade as Penneys.
Primark’s organic growth has been
achieved through a combination of
like-for-like growth and increasing selling
space. The like-for-like growth reflects
investment in buying, merchandising and
our success in constantly refreshing the
stores to ensure they remain exciting
places to shop. The increase in selling
space has been driven by capital
investment in freehold and leasehold
properties as they have become
available, first on the high streets of
the UK and Ireland, and more recently
on the high streets and in the shopping
centres of continental Europe and the
US. 2006 saw Primark’s first foray into
continental Europe with the opening of
a store in Madrid and it now operates
from over 13 million sq ft of selling
space across 11 countries.
With a unique combination of the
latest fashion and lean operations,
Primark offers customers quality,
up-to-the-minute designs at value-for-
money prices. Buying and merchandising
teams travel internationally to source
and buy garments that best reflect
each season’s key fashion trends.
Primark’s range includes womenswear,
lingerie, childrenswear, menswear,
footwear, accessories, hosiery,
beauty and homeware.
44
46
CIAO ITALIA!
IT’S ALL ABOUT THE EXPERIENCE
Associated British Foods plcAnnual Report and Accounts 2017 41
41
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
–
o
p
e
r
a
t
i
n
g
r
e
v
i
e
w
Associated British Foods plc
Associated British Foods plc
Associated British Foods plc
Annual Report and Accounts 2017
Annual Report and Accounts 2017
Annual Report and Accounts 2017
42
RETAIL
Revenue
£7,053m
2016: £5,949m
Actual fx: +19%
Constant fx: +12%
Adjusted operating profit
£735m
2016: £689m
Actual fx: +7%
Constant fx: +3%
Adjusted operating profit margin
10.4%
2016: 11.6%
Return on average capital employed
27.3%
2016: 30.2%
QUALITY, UP-TO-THE
MINUTE-DESIGNS AT
VALUE-FOR-MONEY PRICES
Sales at Primark were 19% ahead
of last year at actual exchange rates
and 12% ahead at constant currency.
On a comparable week basis,
adjusting for the impact of 2016 being
a 53 week year for Primark, sales at
constant currency were 14% ahead
driven by increased retail selling
space and 1% growth in like-for-like
sales. Operating profit margin
declined from 11.6% to 10.4%
reflecting the strength of the
US dollar on input costs. The gross
transactional effect of the strength
of the US dollar was lessened by
effective input-margin mitigation
and the strength of our summer
trading which resulted in a lower
than normal level of markdown.
As a consequence, on a comparable
week basis at constant currency,
adjusted operating profit was
5% ahead.
Primark performed particularly well in
the UK where sales were 10% ahead
of last year on a comparable basis and
our share of the total clothing market
increased significantly. After a good first
half, third quarter trading was strong in
the lead-up to Easter, with the growth
also benefiting from comparison with
prior year results that were affected
by poor weather and an earlier Easter
holiday. Fourth quarter trading was
equally strong, fully reflecting the
success of our consumer offering. This
was driven by the ability of our buying,
merchandising and design teams
to identify and deliver key seasonal
trends. The consumer response to
our new autumn/winter range has
been encouraging.
Sales in continental Europe were 16%
ahead of last year at constant currency
and on a comparable week basis,
reflecting the extensive selling space
expansion there. It is noteworthy that,
of Primark’s top 20 stores by sales
density, 15 are now in continental
Europe including seven in our newest
markets of France and Italy. The major
success of the newly-opened store in
Liffey Valley in Dublin demonstrates
the opportunity for further selling space
expansion in our more established
markets. During the two years since
the opening of our first US store at
Downtown Crossing in Boston we
have learned much about trading in
the US and are constantly fine-tuning
our ranges and store sizes to recognise
the different demands of US shoppers.
We opened three stores during the
year and extended the Boston store
by 20% to 92,000 sq ft. In the coming
year we plan to reduce the size of three
of our earlier stores in order to optimise
their efficiency and provide the best
shopping experience for our customers.
We will also open our ninth US store
in Brooklyn, New York in the summer.
Primark enjoys a loyal fashion following
and the brand boasts over 10 million
followers across its social media
platforms. From the latest beauty tutorial
videos to live streaming of press events
and store openings, engaging this
community directly drives footfall in our
stores, and sales. The Primark website
aims to inspire, and enables its followers
to keep up-to-date on all the latest
products, create wish lists, receive
styling advice, and upload outfit posts
to Primania. When leading Irish lifestyle
blogger, Pippa O’Connor, put a picture
of a star print Primark dress on Instagram
in November 2016 it received over
11,000 ‘likes’ in a week and the dress
sold out in a matter of days.
Associated British Foods plc
Annual Report and Accounts 2017
Associated British Foods plcAnnual Report and Accounts 2017 CORPORATE RESPONSIBILITY
Supporting
employees
returning
to full-time
work
FIND OUT MORE AT
WWW.ABF.CO.UK/RESPONSIBILITY
PRIMARK IS GIVING PEOPLE THE
OPPORTUNITY AND FLEXIBILITY
TO GET BACK INTO FULL-TIME WORK
IN THE RETAIL SECTOR
One element of Primark’s
recruitment strategy is to seek
to attract those who, for a variety
of reasons, have been out of the
workforce for an extended period
of time. Not only is this socially
responsible, it also forms an
important part of building
teams that work well together,
particularly in new stores.
During 2016/17, 28% of those hired for
new UK stores were returning to work
after an extended period. In Iberia the
percentage rose to 56% and in Italy,
our newest market, 46% of recruits
were in this category. In both Belgium
and The Netherlands, 35% of all hires
came via the unemployment service.
My name is Stefano and I am 41 years
old with a wife and two beautiful
little children. I have been working in
Primark as a Retail Assistant since the
opening of the Arese store. Previously,
I was employed in a chemist and at
a warehouse. I was also employed
for eight years as a payroll clerk in
a temporary employment agency.
In 2014, I lost my job after a change
in company management. I was
unemployed for two years and
this was a difficult period for me.
Fortunately, in early 2016, I applied
to Primark for an interview and now,
a year later, I have a permanent job
with this great company!
Stefano
Arese, Italy
I am a mother of 21 year old twins
whom I looked after until they went
to university. Returning to work
as a woman over 50 years old was
difficult. For two years I applied for
office and translating jobs but was
unsuccessful as most employers
just saw a woman over 50 years old
with a massive gap in employment.
I think they assumed I did not know
how to use email or a computer.
Just over a month ago my daughter
suggested I apply to Primark.
I applied to the Marble Arch store
because of its mix of cultures and
languages where I believed my
skills would be best used.
The process brought to mind my
grandmother who is now 100 years
old and was a dress maker which
is where I get my love of fashion.
I was apprehensive about the
interview but the next day I received
a call informing me that I had got
the job. I cried but was really excited.
When arriving for my first shift I was
nervous but my team were great and
made me very welcome; at times I
feel like their mother. I believe I have
brought a different set of skills: as a
mother I am used to teaching how
to fold clothes and organise things
and although I am not working
in an office, my skills are relevant.
Working in this store I get to meet
a great variety of people. I love
watching them buy for their loved
ones and it feels good to see them
leave happily after I have assisted
them. Finally, it feels great to be
earning my own money again
and looking forward to payday.
Maria
Marble Arch, UK
43
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
–
o
p
e
r
a
t
i
n
g
r
e
v
i
e
w
Year ended 16 September 2017
Year ended 17 September 2016
NEW STORE OPENINGS
UK
Spain
Germany
Republic of Ireland
Netherlands
France
US
Portugal
Austria
Belgium
Italy
# of stores
182
44
22
37
18
11
8
9
5
5
4
345
sq ft 000
6,835
1,675
1,401
1,083
849
562
485
300
242
227
203
13,862
# of stores
171
41
20
36
15
8
5
9
5
4
1
315
sq ft 000
6,362
1,503
1,272
1,032
679
407
322
300
243
166
56
12,342
at the financial year end. Eleven stores
were added in the UK; three in each
of Spain, France, the Netherlands,
Italy and the US; two in Germany
and one each in Belgium and Ireland.
Our city centre flagship store at
Oxford Street East was extended by
40% during the year, increasing it to
114,000 sq ft. The stores in Sheffield
and Reading were relocated to bigger,
better locations and two stores have
been temporarily relocated while
their existing sites are redeveloped.
With most of next year’s first half
UK purchases contracted at a weaker
sterling/US dollar exchange rate than
the same period last year, there will be
an adverse effect on margin in the first
half. However, the strengthening of
the euro against the US dollar in recent
months will have a beneficial transaction
effect on Primark’s eurozone margins
particularly in the second half of next
year if these rates prevail. With a more
typical level of markdowns and the
absorption of some cost increases we
expect full year margins to be similar
to that achieved this year.
This year’s increase in the scale and
breadth of the Primark estate was very
strong: 1.5 million sq ft of selling space
and a net 30 stores were opened across
nine countries. This brought the total
estate to 345 stores and 13.9 million sq ft
UK
Bracknell
Carlisle
Colchester
Llandudno
Llanelli
Rushden
Shrewsbury
Stafford
Truro
Uxbridge
York, Coppergate
Spain
Granada
Mallorca
Tarragona
France
Evry, Paris
Lille
Val d’Europe, Paris
Belgium
Charleroi
The Netherlands
Damrak, Amsterdam
Hilversum
Zwolle
Germany
Hamburg
Mannheim
Ireland
Liffey Valley, Dublin
Italy
Brescia
Florence
Verona
US
Burlington, Massachusetts
South Shore, Massachusetts
Staten Island, New York
RELOCATIONS
UK
Reading
Sheffield
Associated British Foods plcAnnual Report and Accounts 2017Strategic report
44
RETAIL
These areas are dedicated to calling
out our strongest fashion pieces
every six weeks and highlighting the
regularly changing items available
across our range.
Our Italian store designs reflect the
concept introduced in the US market:
a stripped back industrial look with
design details – concrete floors, pared
back fittings and high-impact visual
merchandising displays. Both Brescia
Elnòs Shopping and Florence Il Gigli
have generous space at the front of
the store that brings our brand promise
‘Amazing Fashion, Amazing Prices’ to
life and provides a welcoming entrance.
Shoppers are greeted by mannequins
positioned on plinths creating a ‘fashion
catwalk’ showcasing our latest looks
and emphasising the great value that
Primark offers. All four Italian stores
give our customers the excitement
of shopping in a contemporary,
fashionable environment.
Brand building remains a focus,
particularly as we enter new markets.
Ahead of our entry into Italy, fashion
influencers and press were introduced
to Primark with a spring/summer press
event in Milan.
The space was transformed into
a welcoming ‘home’ featuring our
womenswear, menswear, kidswear,
beauty and homeware collections.
Consumer media were invited to attend
during the day with the real ‘house party’
happening in the evening with the
arrival of over 180 digital influencers.
The Primark branded logo wall
encouraged guests to pose and post
pictures using the hashtag #CiaoPrimark.
Both hashtags #CiaoPrimark and
#CasaPrimark received significant
engagement across social media
platforms, trending on Twitter and
Instagram in Italy.
There were more than 30 fashion events
happening in Milan on the same day yet
our event still received an overwhelming
turnout from the traditional press, and
the blogger party was oversubscribed.
Opening in one of the world’s most
renowned fashion capitals was an
exciting proposition, and we are very
proud of our success to date as Italy
further cements our fashion credibility.
We continue to explore
opportunities to bring our
unique offer of ‘Amazing
Fashion, Amazing Prices’ to
new markets across Europe
Launching in the Italian market in 2016,
we were confident our brand would
make an impact in a country famous
for its fashion credentials. We felt,
despite being a relatively unknown
retailer in Italy, that we still had an
advantage over our competitors.
Our first store was in the Il Centro
shopping centre in Arese, about 12km
from fashion capital Milan. A former
Alfa Romeo factory which has been
transformed into the largest shopping
centre in the country, Arese has over
200 shops and a projected footfall
of 13 million people each year.
At the Arese store opening, the first
customer in the queue enthusiastically
commented: “I couldn’t sleep last night
because I was so excited; I’m a huge
Primark fan! I cannot wait to see what
the store looks like inside but I’m sure
it’ll be great because the windows look
fantastic.” The opening was supported
with a live stream on Facebook that gave
an exclusive first look at the new store.
The post reached 3.3 million people with
1.1 million views on the platform. Since
then we have had three more, highly
successful, Italian store openings in
Brescia, Florence and Verona.
We are trading above expectations in
this new market with both our men’s
and women’s clothing departments
demonstrating higher sales mix than
other European markets. Licensed
merchandise is performing particularly
well as consumers have responded
positively to the broad selection of
products available at a lower price point
than our competitors. For example,
during the last autumn/winter season,
the Arese store experienced the
strongest sales of the Harry Potter range
when compared with the rest of the
business. An important part of engaging
our customers is the provision of an
outstanding, cutting-edge, shopping
experience. We have made significant
advances in window presentation, visual
merchandising, digital communication
and the look and feel of each
department, most notably with the
introduction of ‘trend rooms’.
Associated British Foods plc
Annual Report and Accounts 2017 45
S
t
r
a
t
e
g
y
r
e
p
o
r
t
–
o
p
e
r
a
t
i
n
g
r
e
v
i
e
w
CIAO
ITALIA!
Associated British Foods plcAnnual Report and Accounts 2017
46
RETAIL
INSTA-GLAM
The power of social media
storytelling continues to grow
in popularity. Primark boasts an
incredibly engaged community
across all social channels with
beauty posts on Instagram regularly
achieving in excess of 60,000 likes
and Snapchats can get over
1.5 million views.
Female beauty bloggers attract
consumers who are increasingly
disillusioned with traditional brand
advertising. We regularly partner
with leading beauty bloggers to
co-create exclusive content for our
digital channels, such as ‘how-to’
YouTube tutorials for key product
ranges around events such as
music festivals.
POSITIONING
FOR SUCCESS
With a constant stream of beauty
looks, techniques and trends being
communicated online, beauty has
become an obsession for many.
When it comes to beauty products,
customers want value but not at the
expense of quality. The PS… Beauty
range is within everyone’s reach, with
products that provide the innovation
and performance they expect, but
without the big price tag. Primark
has established itself as a respected
health and beauty retailer endorsed
by beauty industry leaders.
Associated British Foods plc
Annual Report and Accounts 2017
EXCITING BEAUTY
In a global beauty industry worth over
$382 billion, Primark’s PS… Beauty
range has become a trusted brand in
just three years.
Our range includes more than 1,000
items across make-up, accessories,
fragrance and skincare and is one
of our fastest growing categories,
offering shoppers a comprehensive
choice of cosmetics. Products range
from the functional (brushes, blenders
and cleansers) to the fabulous (lipsticks,
contour and highlighter palettes, false
eyelashes and nail varnishes), and
have mass appeal. In a crowded
and competitive market, our varied
offering at consistently low prices
has established Primark as a leader.
47
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
–
o
p
e
r
a
t
i
n
g
r
e
v
i
e
w
KEEPING IT
ON TREND
Sales continue to grow within
product categories that are driven
by cosmetic trends.
We constantly look to innovate
and introduce new products and
have expanded our range of colour
foundations catering for all skin
tones. Other new categories
include lip kits, pigment pots, and
customisable eyeshadow palettes.
Associated British Foods plc
Annual Report and Accounts 2017
48
FINANCIAL REVIEW
in our net cash position, as a result of the
group’s longer-term financing, through
our US private placement, and some
local currency debt maintained as a
hedge against assets in high inflation
economies. Profit before tax increased
from £1,042m to £1,576m with the
benefit of substantial profits on the sale
of businesses. On our adjusted basis,
which excludes these items, profit
before tax rose by 22% to £1,310m.
Acquisitions and disposals
The disposal of our cane sugar business
in south China was completed on
22 December 2016 for total proceeds,
including debt assumed, of £297m. The
sale of ACH’s herbs and spices business
in the US completed on 21 November
2016 for a gross cash consideration
of £294m and the assumption by the
purchaser of net pension liabilities
of £14m. The profit arising on these
disposals amounted to £293m on
which tax of £87m was payable.
In October 2016 Stratas Foods, our
commodity oils joint venture, completed
the purchase of Supreme Oil, based in
New Jersey, thereby strengthening its
market capability in the northeast of the
US. In January 2017 AB Mauri acquired
Specialty Blending, a bakery ingredients
business located in Iowa.
We also acquired two small sports
nutrition businesses in the UK. HIGH5
is a hydration and energy brand popular
with endurance athletes and Reflex
Nutrition provides a range of premium
protein-based recovery products.
Sports nutrition is a high-growth market
segment and we plan to develop these
brands and broaden their distribution.
Since the year end we have completed
the acquisition of Acetum S.p.A., the
leading Italian producer of Balsamic
Vinegar of Modena for €317m including
debt assumed. In the year ended
31 December 2016, the company
generated net sales of €102m.
Taxation
We recognise the importance of
complying fully with all applicable tax
laws as well as paying and collecting the
right amount of tax in every country in
which the group operates. Our board-
adopted tax strategy is based on seven
tax principles that are embedded in the
financial and non-financial processes and
controls of the group. Our tax strategy
is available on the group’s website at
www.abf.co.uk/documents/pdfs/policies/
abf_tax_strategy.pdf.
THIS WAS A YEAR OF VERY
STRONG CASH GENERATION
FOR THE GROUP
JOHN BASON, FINANCE DIRECTOR
Group performance
Group revenue increased by 15%
to £15.4bn and adjusted operating
profit was 22% higher at £1,363m.
In calculating adjusted operating profit,
the amortisation charge on non-operating
intangibles, transaction costs, and profits
or losses on disposal of non-current
assets are excluded. On an unadjusted
basis, operating profit was 21% higher
than last year at £1,336m. Last year’s
revenue and operating profit both
benefited to a small extent from a 53rd
week’s trading activity in some of our
businesses, but this was offset by the
consolidation of only 11 months’ results
for Illovo last year as a consequence of
the alignment of its year end with the
rest of the group.
The result of the UK referendum on
EU membership saw sterling weaken
substantially in June 2016 against all
major currencies. With over 60% of the
group’s operating profit earned outside
the UK, this devaluation resulted in a
translation benefit of £85m this financial
year, most of which arose in the first
three quarters. Sterling weakness
against the US dollar had an adverse
transactional effect on Primark’s largely
dollar denominated purchases this year,
whilst the euro’s strength in the second
half had a beneficial effect on British
Sugar’s margin.
Next year we expect no material
translation benefit at current exchange
rates. Sterling weakness against the US
dollar will continue to have an adverse
transactional effect on Primark’s margin
in the first half although a benefit from
the euro’s strength is expected in the
second half. At current exchange rates,
we also expect the euro’s strength to
benefit British Sugar’s margin next year.
Net financing costs remained at a similar
level to last year, despite the improvement
Associated British Foods plcAnnual Report and Accounts 2017 49
S
t
r
a
t
e
g
i
c
r
e
p
o
r
t
This year’s tax charge of £365m includes
a charge of £293m at an effective rate
of 22.4% (2016 – 21.2%) on the adjusted
profit before tax. Last year’s effective
rate included the beneficial effect of the
revaluation of UK deferred tax balances
following announced reductions in the
rate of UK corporation tax to 17% from
1 April 2020. We currently expect next
year’s effective tax rate for the group
to be similar to the current year.
The overall tax charge for the year
included a charge arising on the disposal
of businesses of £87m and benefited
from a credit of £15m (2016 – £5m) for
tax relief on the amortisation of non-
operating intangible assets and goodwill
arising from business combinations.
Earnings and dividends
Earnings attributable to equity
shareholders in the current year were
£1,198m and the weighted average
number of shares in issue during the
year, which is used to calculate earnings
per share, was 790 million (2016 – 791
million). Earnings per ordinary share were
47% higher than last year at 151.6p with
the benefit of substantial profits on the
sale of businesses this year. Adjusted
earnings per share, which provides
a more consistent measure of trading
performance, increased by an impressive
20% from 106.2p to 127.1p.
The interim dividend was increased
by 10% to 11.35p and a final dividend
has been proposed at 29.65p which
represents an overall increase of 12%
for the year. The proposed dividend is
expected to cost £234m and will be
charged next year. Dividend cover, on
an adjusted basis increased to 3.1 times.
Balance sheet
Non-current assets of £7.6bn were
£0.7bn higher than last year driven
by higher capital expenditure than
depreciation and an increase in
employee benefits assets following
the move of the UK defined benefit
pension scheme into surplus.
Working capital at the year end was
at a similar level to last year, despite the
growth of the group. As a consequence
of the very tight management throughout
the year, average working capital
as a percentage of sales improved
substantially from 8.4% last year to 6.5%
this year, with lower inventories and
higher sales in AB Sugar being a major
driver. Net cash at the year end was
£673m compared with net debt at
the end of last year of £315m reflecting
the strong operating cash flow and
proceeds from business disposals.
The group’s net assets increased by
£1.3bn to £8.4bn. Return on capital
employed for the group, which is
calculated by expressing adjusted
operating profit as a percentage of the
average capital employed for the year,
was higher again this year at 20.5%
compared with 18.1% last year. This
reflected a major improvement in
AB Sugar and increases in Ingredients
and Grocery which more than offset
the decline in Primark, which reflected
the reduction in its margin.
Cash flow
This was a year of very strong cash
generation for the group with a net
cash inflow from operating activities of
£1,641m driven by the higher operating
profit and a substantial reduction in
working capital achieved with lower
sugar stocks and the benefit of tight
management by the businesses during
the year. Gross capital expenditure
including operating intangibles amounted
to £866m compared with £804m last
year. Primark spent £487m of this
including the acquisition of new stores
and the fit-out of existing stores.
Expenditure in the food businesses
remained at a similar level to last year.
£49m was realised from the sale of
property, plant and equipment, the
major elements of which were the sale
for redevelopment of a former bakery
in Australia, two former bakery sites
in the UK and the sale of two Primark
stores in the UK following relocation
to larger premises.
The net cash inflow after tax from the
sale of the south China sugar and US
herbs and spices businesses amounted
to £477m, including debt disposed, and
£79m was invested in acquisitions in
US bakery ingredients and the sports
nutrition businesses.
Tax paid in the year amounted to £356m
including £92m arising on the business
disposals. Generally in the UK, 50%
of the corporation tax due in respect of
an accounting period is payable in that
period with the remaining 50% being
paid in the following accounting period.
Changes made by HMRC which come
into effect next year will result in all
of the tax due for a financial year being
paid in that financial year. Accordingly,
the group’s tax cash outflow in 2018 will
be higher than 2017.
Financing
The financing of the group is managed by
a central treasury department. The group
has total committed borrowing facilities
amounting to £1.9bn, which comprise:
£0.6bn of US private placement notes
maturing between 2019 and 2024, with
an average fixed rate coupon of 4.7%;
£1.2bn provided under a syndicated,
revolving credit facility which matures in
July 2021; and £0.1bn of local committed
facilities in Africa. During the financial
year we repaid, from existing cash
resources, £15m of private placement
notes. At the year end, £558m was
drawn down under these committed
facilities. The group also had access
to £621m of uncommitted credit lines
under which £214m was drawn at the
year end. Cash and cash equivalents
totalled £1.6bn at the year end.
Pensions
The group’s defined benefit pension
schemes were in surplus by £126m at
the year end compared with a net deficit
last year of £303m. The UK scheme
accounts for 89% of the group’s gross
pension liabilities and this year’s surplus
of £233m compared with a deficit of
£138m last year. The major drivers of the
year-on-year improvement were the use
of the latest scheme membership data
in the 2017 triennial valuation, which
identified that there had been more exits
from the scheme than expected over the
past three years, and higher investment
returns relative to the IAS19 assumptions.
The most recent triennial valuation of
the UK scheme was undertaken as at
5 April 2017, which was agreed by the
scheme trustees after the group’s year
end, and revealed a surplus of £176m
on a funding basis. As a result there is
no requirement to agree a recovery
plan with the trustees.
The charge for the year for the group’s
defined contribution schemes, which
was equal to the contributions made,
amounted to £79m (2016 – £74m). This
compared with the cash contribution to
the defined benefit schemes of £36m
(2016 – £38m).
John Bason
Finance Director
Associated British Foods plcAnnual Report and Accounts 2017Strategic report
50
CORPORATE RESPONSIBILITY
MEASURING OUR IMPACT
Since our business was founded
in 1935, it has been important
to us to operate ethically.
This is part of the essence
of Associated British Foods.
Today, our approach to corporate
responsibility is framed by five strategic
pillars which ensure we consider all our
stakeholders as we make decisions
about how to run our business:
OUR ENVIRONMENT
OUR PEOPLE
OUR SUPPLY CHAIN
OUR NEIGHBOURS
OUR CUSTOMERS
In 2016, we published a full Corporate
Responsibility Report, and this year
we have produced a supplemental
document which contains new case
studies and updated content.
We have provided
2017...
or
716,416 hours
of training courses
personal
development
workshops
49% of
the energy
we used came
from RENEWABLE
fuel sources
of our
71%
waste
was RECYCLED
Our programmes to
improve PRODUCTIVITY have
boosted the livelihoods of
14,797 farmers globally
Corporate responsibility is a central
part of how we think about and run
our business and is incorporated
into our day-to-day decision-making
processes. We have followed the
guidance of the Financial Reporting
Council and sought to make our
approach to reporting reflect that
level of integration.
Associated British Foods plcAnnual Report and Accounts 2017
51
In this document, you will find case
studies in each of the divisional
updates that illustrate our efforts
to develop and take care of our people
and those living in our wider community
– information that we previously only
included in our Corporate Responsibility
Report. We also use certain non-financial
metrics, many of which are specific to
the individual businesses, as the board
is as concerned about the safety and
wellbeing of our employees as it is
about revenue and profit.
In the pages that follow, we share
additional data on our environmental
and health and safety performance
over the last year. We also provide
detailed information about the gender
breakdown of our business, the gender
pay gap, and our efforts to reduce the
risk of any human rights abuse in our
supply chain. Our Corporate Responsibility
Update 2017 contains further information
on each of these topics as well as data
on, and case studies about, our five
business segments.
Read our Corporate Responsibility Update
2017 at www.abf.co.uk/responsibility.
Types of energy used in 2017
Renewables
Natural gas
Solid fuels
Electricity
Imported steam
Liquid fuels
49%
28%
10%
8%
3%
2%
We engaged Ernst & Young to provide limited
assurance over the reliability of 14 KPIs for the
year ended 31 July 2017. These are marked
with the symbol Δ in the following pages.
Our greenhouse gas emissions
Combustion of fuel and operation of facilities
Purchased electricity and steam
Total gross emissions
2017 emissions
(tCO2e)
7,683,000 Δ
1,026,000 Δ
8,709,000 Δ
2016 emissions
(tCO2e)
7,645,000
1,054,000
8,699,000
Generation and use of renewable energy
Total net emissions
Emission intensity (gross)
3,717,000 Δ
4,992,000 Δ
3,807,000
4,892,000
567 tonnes per
£1m of revenue
649 tonnes per
£1m of revenue
Gross emissions by business division
Sugar
Other
6,520,000 Δ 75% 6,468,000 74%
2,189,000 Δ 25%
2,231,000 26%
Total gross emissions includes emissions from the use of energy within our factories and stores, our
manufacturing processes, the operation of owned and third-party vehicles and from directly controlled
agricultural activities. See ‘Our CR Reporting Guidance 2017’ at www.abf.co.uk/responsibility for our
GHG methodology and more detail about how we quantify our emissions including emission scopes.
Environment
Energy use
In 2017, our absolute use of energy
was 23,300 GWh Δ, up from 22,800
GWh in 2016. Of this total energy used,
49% came from renewable sources.
Our sugar businesses consumed 83%
of the group’s energy this year and
the 2% increase in energy use is
partly the consequence of favourable
weather conditions which extended
our sugar campaigns.
A number of our sites are ‘energy
positive’ meaning they generate their
own energy and, when they create
surplus, they export this to national
grids or other organisations.
In 2017, we exported 850 GWh of
electricity which is an 11% increase
on last year.
Greenhouse gas emissions
Our total gross greenhouse gas
emissions amounted to 8.7 million
tonnes of carbon dioxide equivalent
(CO2e) Δ, which is consistent with
last year despite our increased
production output.
The energy we use in our factories,
offices, warehouses, distribution centres
and stores created 79% of these gross
emissions. The transportation of
our goods and people by owned or
third-party vehicles generated 10%
and process emissions from production
such as bread baking or fermentation,
were responsible for 9%. Emissions
from agriculture account for the
remaining 2%.
Our net emissions, which include
only those from conventional fossil
fuels, amounted to 5 million tonnes
of CO2e Δ which is consistent with
last year.
“ Our purpose is to provide safe,
nutritious, affordable food, and
clothing that is great value for
money. In doing these things
well we know we contribute
to making millions of people’s
lives better.”
George Weston
Chief Executive
Associated British Foods plcAnnual Report and Accounts 2017Strategic report
52
CORPORATE RESPONSIBILITY
Water usage
In 2017, we abstracted 811 million m3 Δ
of water for our use, 2% more than 2016.
This increase is attributed to the inclusion
of cooling water in the calculation as well
as production increases and higher water
levels in some of the southern African
sites, permitting more water to be used
for irrigating our crops.
The majority of the water we use is to
irrigate our extensive sugar cane fields.
Over recent years and as part of its
long-term water strategy, Illovo Sugar in
Africa has been investing in meters to
improve its monitoring and measurement
of water used for irrigation. Illovo accounts
for 95% of the group’s total water usage
this year.
Waste management
We generated just under 1.2 million
tonnes of waste Δ this year which is
a 16% increase on 2016. 71% of this
was recycled and therefore diverted
from landfill. We have also increased
the amount of recycled waste by 6%
and non-hazardous waste increased
by 55% this year.
Environmental compliance
In 2017, we received 80 environmental
complaints about our operations,
18 more than last year. We also
received ten environmental fines Δ
totalling £187,000 Δ; the same number
of fines as last year. The fines were
mainly related to the treatment of
waste water and the complaints were
largely due to noise and odour from
our factories. The sites continue to
liaise and engage with relevant
stakeholders to address the issues
promptly and maintain good relations
with their neighbours.
Keeping our people safe
Our health and safety performance
During 2017, we recorded 768 Lost Time
Injuries to employees Δ which is a 20%
increase over last year. When increases
in headcount are taken into account,
this equates to a Lost Time Injury rate
of 0.76%. The number of Reportable
Injuries to employees also increased
this year from 454 to 594 which equates
to 0.59% of our employees sustaining
a Reportable Injury. We are pleased
to report no work-related fatalities
this year.
At an aggregated group level our annual
trend in injuries has increased. In most
cases we have delivered a good level
of safety performance this year with
reporting thresholds being lower in
some of our more recent countries of
operation. Our businesses have targeted
action plans to reduce injuries and we
continue to review performance regularly
throughout the year to identify trends
which need specific attention.
Employee Reportable Injuries
2013
2014
2015
2016
2017
443
372
465
454
594
Health and safety fines
During 2017, we received six fines Δ
totalling £74,000 Δ for breaches of safety
regulations. This is an increase of four
over last year which is unsatisfactory.
The businesses involved are required
to report to the Group Safety and
Environment Manager on their remedial
actions and are now either compliant
or are on track to remedy the issues.
Promoting gender diversity
Gender diversity
We remain committed to attracting and
retaining the best talent and are proud
of the fact that the proportion of men
Gender Pay Gap reporting
and women in our business is almost
equal. The split varies by business but,
last year, the percentage of women
in the workforce was 48%.
Gender Pay Gap reporting
The Equality Act 2010 (Gender Pay Gap
Information) Regulations 2017 were
introduced in Great Britain in April 2017
and we have collected data, as defined
by those regulations, for all of our relevant
employees. This provides a high level
indication of men and women’s relative
earning power due to seniority. It is not
the same as equal pay for work of equal
value. For each of our UK legal entities
that is required to report, data will be
published online and submitted to the
Government’s Gender Pay Reporting
website in accordance with the
legislation in due course. We have
chosen to report data here that relates
to our total employee population in
Great Britain as at 5 April 2017 in order
to demonstrate our commitment to the
gender diversity agenda. It is important
to note that our group operates in
50 countries with over 50% of our
workforce employed outside Great
Britain who are therefore not included
within this analysis.
The data is reported with reference to
quartiles, with each quartile representing
25% of the total reported population
when ranked in order of pay, from
highest to lowest.
At the mean, women’s
hourly
pay rate is
36.4%
lower
than that of men
At the median,
women’s hourly
pay rate is
32.4%
lower
than that of men
At the mean,
women’s bonus
pay rate is
49.2%
lower
than that of men
At the median,
women’s bonus
pay rate is
74.1%
higher
than that of men
19.9% of men received
a bonus
6% of women received
a bonus
Proportion of men and women in each pay quartile
Upper pay quartile
Upper middle
pay quartile
Lower middle pay
quartile
Lower pay quartile
Male
Female
66.6%
33.4%
Male
Female
49.3%
50.7%
Male
Female
18.8%
81.2%
Male
Female
26.0%
74.0%
Gender pay and bonus gaps are calculated by comparing the mean (average) and median (central value
in the data list) measures for women to that of men and identifying the percentage difference between
the two.
Associated British Foods plcAnnual Report and Accounts 2017 53
Gender metrics
Associated British Foods plc board directors are not included in the table below. We currently have two women and seven men
on the Company’s board.
Sugar
Grocery
Ingredients
Agriculture
Retail
Central
Total
Total
employees*
Men in
workforce
Women in
workforce
32,784
16,980
6,724
2,377
73,350
375
28,170
11,378
5,048
1,757
22,782
221
4,614
5,602
1,676
620
50,568
154
132,590
69,356
63,234
Percentage
of women in
workforce
Number
of senior
management
roles**
Number
of men
in senior
management
roles
Number
of women
in senior
management
roles
Percentage
of senior
management
who are
women
14%
33%
25%
26%
69%
41%
48%
199
850
544
330
246
66
154
543
397
213
140
45
2,235
1,492
45
307
147
117
106
21
743
23%
36%
27%
35%
43%
32%
33%
* Full-time, part-time and seasonal/contractors. ** Includes directorships of subsidiary undertakings.
Gender balance at the top of the group
changes slowly because we have a
stable senior team, who are mostly men,
with long tenure. Our data includes a
large number of retail staff, on relatively
lower pay. A higher proportion of these
retail staff are women. We remain
committed to gender diversity and our
focus on numerous initiatives in this
area has had a positive impact,
particularly amongst middle management.
This is also reflected in our reporting for
the Hampton Alexander report 2017,
which saw a rise in the proportion of
women in our global executive pipeline
to 23% (from 21% in 2016). It should
be noted that Hampton Alexander
specifically reports on the gender
balance of the population that report
to the executive committee. This
population differs from that shown
in the table above.
As more of our current senior leaders
are male, more men than women receive
a bonus. The presence of these senior
men in the bonus pool has a distorting
effect on the mean bonus gap.
Encouragingly, the median bonus
demonstrates a gap in favour of women.
This difference also reflects the varying
composition of bonuses across our
different businesses.
We focus on attracting and retaining
the best talent, both men and women,
to run and work in our businesses and
the continued promotion of gender
diversity, through a variety of initiatives
(see page 24 of our 2016 Corporate
Responsibility Report for further
information), is an important element
in ensuring a strong pipeline of talent.
Human rights
Being a responsible company means
respecting the human rights of all
the people with whom we interact.
Whether they are direct employees,
temporary workers or those in our
supply chain, we know we can play
a role in enhancing their lives. Our full
human rights principles are set out
on pages 94 and 95.
We recognise that the UN Guiding
Principles on Business and Human
Rights (UNGPs) require businesses to
address actual and potential adverse
human rights impacts, prioritising
those that are most severe or where
a delayed response would make them
irremediable. Forced and trafficked
labour is recognised as having a severe
impact on human rights and this has
been reflected in the increase in, and
revision of, regulations that attempt
to address the issue, including:
the California Transparency in Supply
Chains Act, EU regulations on reporting,
the UK Modern Slavery Act 2015, and
the International Labour Organization
(ILO) Protocol on Forced Labour.
Our approach to human rights and
the steps we take to try and ensure
that modern slavery, in any of its forms,
is not present within our operations
or our supply chains are set out in
our full 2017 Modern Slavery and Human
Trafficking Statement at www.abf.co.uk/
modern_slavery_statement_2017. Many
of our businesses have compiled their
own statement. All published statements
can be found at www.abf.co.uk/
responsibility/cr_downloads.
Our comprehensive groupwide Supplier
Code of Conduct sets out the values and
standards we expect of our suppliers,
representatives and the other people
with whom we deal. It is based on the
ILO Fundamental Conventions and the
Ethical Trade Initiative (ETI) Base Code.
We engaged with NGOs in the creation
of this code and periodically update
it to ensure its relevance. Last year,
we updated it to include a statement
of our intolerance of forced or bonded
labour. Our suppliers are expected
to sign and abide by this code.
We know that addressing modern
slavery and our human rights impacts is
a journey of continuous improvement.
This year, we have focused our energy
on training to empower our people with
knowledge. Many of our businesses
have also invested in developing robust
risk assessment processes to ensure
we are focusing on areas where we
are likely to have the greatest impact.
Our businesses are also working
together to generate methods
of monitoring and evaluating the
process and impact of our work.
We have recently participated in two
benchmarking initiatives: The Corporate
Human Rights Benchmark and Know
the Chain. In these assessments, our
commitment and performance on human
rights was ranked in the mid-range in
relation to peer companies. We respect
the work that these organisations are
doing and are pleased to be recognised
for operating in a responsible way.
We will continue to drive forward the
agenda of respecting human rights
within our business and play our role
in tackling modern slavery.
Associated British Foods plcAnnual Report and Accounts 2017Strategic report 54
PRINCIPAL RISKS AND UNCERTAINTIES
EFFECTIVE RISK MANAGEMENT IS
CENTRAL TO THE BOARD’S ROLE IN
PROVIDING STRATEGIC OVERSIGHT
Our approach to risk management
The delivery of our strategic objectives
and the sustainable growth (or long-term
shareholder value) of our business, is
dependent on effective risk management.
We regularly face business uncertainties
and it is through a structured approach
to risk management that we are able
to mitigate and manage these risks, and
embrace opportunities when they arise.
The diversified nature of our operations,
geographical reach, assets and
currencies are important factors in
mitigating the risk of a material threat
to the group’s balance sheet and
results. Effective risk management is
nevertheless central to the board’s role
in providing strategic oversight and
stewardship of the group. The board
is accountable for ensuring that risk is
successfully managed and undertakes
a robust annual assessment of the
principal risks, including those that
would threaten the business model,
future performance, solvency or
liquidity, together with the internal
control procedures and resources
devoted to them.
The board also monitors the group’s
exposure to risks as part of the
performance reviews conducted at
each board meeting. Financial risks
are specifically reviewed by the Audit
committee which also reviews the
effectiveness of the group’s risk
mitigation processes.
Our decentralised business model
empowers the management of our
businesses to identify, evaluate and
manage the risks they face, on a timely
basis, to ensure compliance with relevant
legislation, our business principles and
group policies. The risk assessments
consider materiality, risk controls and the
likely impact against a range of criteria
such as business objectives, health
and safety, financial performance, the
environment and community, regulation
and reputation. The collated risks from
each business are shared with the
respective divisional chief executives
who present their divisional risks to
the group executive.
The group’s Director of Financial
Control receives the risk assessments
on an annual basis and, with the Group
Finance Director, reviews and challenges
them with the divisional chief executives.
These risks and their impact on business
performance are reported during the
year and are considered as part of the
monthly management review process.
Group functional heads including
Legal, Treasury, Tax, IT, Pensions,
HR and Insurance also provide input to
this process, sharing with the Director
of Financial Control their view of key
risks and what activities are in place or
planned to mitigate them. A summary
of these risk assessments is then
shared and discussed with the Group
Finance Director and Chief Executive
at least annually.
The Director of Financial Control holds
meetings with each of the non-executive
directors seeking their feedback on
the reviews performed and discussing
the key risks and mitigating activities.
Once all non-executive directors have
been consulted, a board report is
prepared summarising the full process
and providing an assessment of the
status of risk management across the
group. The key risks, mitigating controls
and relevant policies are summarised.
This report also details when formal
updates relating to the key risks will
be provided to the board throughout
the year.
Key areas of focus this year
Effective risk management
processes and internal controls
We aim to maintain a practical approach
to effective risk management which
allows our businesses the scope to
address their current and potential risks.
We continued to seek improvements
in our risk management processes
to ensure the quality and integrity of
information and the ability to respond
swiftly to direct risks.
During the year, the board conducted
reviews on the effectiveness of the
group’s risk management processes
and internal controls in accordance with
the UK Corporate Governance Code.
Our approach to risk management and
systems of internal control is in line with
the recommendations in the Financial
Reporting Council’s (FRC) revised
guidance ‘Risk management, internal
control and related financial and business
reporting’ (the Risk Guidance). The board
is satisfied that internal controls were
properly reviewed and key risks are being
appropriately identified and managed.
Brexit
Last year, we identified the UK’s decision
to leave the European Union as having
had some immediate impact on our
results as a consequence of the effect on
currency markets. As the UK government
continues its negotiations, uncertainty
remains as to the extent to which our
operations and financial performance will
be affected in the longer term. At a group
and business level, we have continued
to prepare for changes in legislation,
trade agreements and working practices
in order to take advantage of the changing
commercial landscape and to mitigate
risk. We have contributed to government-
led consultations on the potential changes
and their likely impact on businesses and
markets to help inform the exit strategy.
Associated British Foods plcAnnual Report and Accounts 2017 55
Our principal risks and uncertainties
The directors have carried out a robust assessment of the principal risks facing the Company, including those that would threaten
its business model, future performance, solvency or liquidity. Outlined below are the group’s principal risks and uncertainties and
the key mitigating activities in place to address them. These are the principal risks of the group as a whole and are not in any order
of priority. Associated British Foods is exposed to a variety of other risks but we report those we believe are likely to have the
greatest current or near-term impact on our strategic and operational plans and reputation.
They are grouped into external risks, which may occur in the markets or environment in which we operate, and operational risks,
which are related to internal activity linked to our own operations and internal controls.
The ‘Changes since 2016’ highlight the significant variations in the profile of our principal risks or describe our experience
and activity over the last year.
EXTERNAL RISKS
Risk trend
Mitigation
Changes since 2016
MOVEMENT IN EXCHANGE RATES
AND INFLATION
Context and potential impact
Associated British Foods is a
multinational group with operations
and transactions in many currencies.
Changes in exchange rates give rise
to transactional exposures within
the businesses and to translation
exposures when the assets,
liabilities and results of overseas
entities are translated into sterling
upon consolidation.
Risk trend
Unchanged
Businesses impacted by exchange rate
volatility, specifically those manufacturing
or purchasing in one currency and selling
in another, constantly review their
currency-related exposures.
Board-approved policies require businesses
to hedge all transactional currency exposures
and long-term supply or purchase contracts
which give rise to currency exposures,
using foreign exchange forward contracts.
Cash balances and borrowings are largely
maintained in the functional currency of
the local operations.
Cross-currency swaps are used to align
borrowings with the underlying currencies
of the group’s net assets (refer to note 24 to
the financial statements for more information).
Sterling has weakened against most of
our major trading currencies this year.
The net impact on adjusted operating profit
for 2016/17 from the translation of overseas
results into sterling was a gain of £85m.
Although Primark covers its currency
exposure on purchases of merchandise
denominated in foreign currencies when
orders are placed, this hedging activity
typically covers a period of only six months.
Sterling weakness against the US dollar,
since its decline following the UK referendum
in June 2016, had an adverse transactional
effect on Primark’s largely dollar-denominated
purchases this year. However, the euro’s
strength in the second half had a beneficial
effect on British Sugar’s margin.
FLUCTUATIONS IN COMMODITY
AND ENERGY PRICES
Context and potential impact
Changes in commodity and energy
prices can have a material impact
on the group’s operating results,
asset values and cash flows.
We constantly monitor the markets
in which we operate and manage certain
of these exposures with exchange traded
contracts and hedging instruments.
The commercial implications of commodity
price movements are continuously assessed
and, where appropriate, are reflected in the
pricing of our products.
Risk trend
Unchanged
EU and world sugar prices were higher
than last year which had a positive effect
on Sugar profitability.
Lower ethanol prices and higher wheat
costs adversely affected margins at
Vivergo Fuels.
Higher agricultural commodity prices
adversely affected margins in our China
and UK compound feed businesses
although firmer grain pricing benefited
Frontier Agriculture.
Associated British Foods plcAnnual Report and Accounts 2017Strategic report 56
PRINCIPAL RISKS AND UNCERTAINTIES
EXTERNAL RISKS CONTINUED
Risk trend
Mitigation
Changes since 2016
Our approach to risk management
incorporates potential short-term market
volatility and evaluates longer-term
socio-economic and political scenarios.
The group’s financial control framework
and board-adopted tax and treasury policies
require all businesses to comply fully with
relevant local laws.
Provision is made for known issues based
on management’s interpretation of country-
specific tax law, EU cases and investigations
on tax rulings, and their likely outcome.
We engage with governments, local
regulators and community organisations
to contribute to, and anticipate important
changes in, public policy.
We conduct rigorous due diligence when
entering, or commencing business activities
in, new markets.
Consumer preferences and market trends
are monitored continuously.
Recipes are regularly reviewed and
reformulated to improve the nutritional
value of our grocery products, all of which
are labelled with nutritional information.
We develop partnerships with other
organisations to help educate consumers
about making healthy choices.
In preparing for the abolition of EU sugar
quotas from October 2017, AB Sugar
continued to reduce its cost base
with the benefit of its performance
improvement programme.
We acquired two small businesses in
the sports nutrition market this year but
neither is of sufficient scale to represent
a material risk to the group’s profitability
in the event of failure. Other acquisitions
were in market sectors or countries
very familiar to the group. In all cases
thorough due diligence was undertaken.
Our businesses continued to review their
products and to partner with others to
enable a swift and innovative response
to changing consumer needs.
Our Sugar and Grocery businesses have
supported healthy eating campaigns
during the year to help consumers make
informed choices about their food.
By their nature these events mean they
are largely unpredictable. Nonetheless
our businesses have prepared detailed
contingency plans which include
site-level emergency responses and
improved security for employees.
We reviewed and upgraded contingency
plans across our businesses.
OPERATING IN GLOBAL MARKETS
Context and potential impact
Operating in 50 countries with
a supply chain covering even more,
we are exposed to: global market
forces; fluctuations in national
economies; societal and political
changes; a range of consumer
concerns; and evolving legislation.
Failure to recognise and respond
to any of these factors could
directly impact the profitability
of our operations.
Entering new markets is a risk
to any business.
Risk trend
Unchanged
HEALTH AND NUTRITION
Context and potential impact
Failure to respond appropriately to
health and nutrition concerns in the
formulation of our products could
result in adverse consumer reaction.
Failure to keep pace with changing
consumer tastes, choices and
shopping behaviours could
impact business performance.
We must also act responsibly
across the spectrum of food poverty
and malnutrition to obesity.
Risk trend
Unchanged
SOCIO-POLITICAL UNCERTAINTY
Context and potential impact
Geopolitical uncertainty, the threat
of terrorism and social unrest could
all have a direct impact on our
operations, our suppliers and our
people. Such events may also
impact consumer confidence.
Risk trend
Increased
Associated British Foods plcAnnual Report and Accounts 2017 57
OPERATIONAL RISKS
Risk trend
Mitigation
Changes since 2016
WORKPLACE HEALTH AND SAFETY
Context and potential impact
Many of our operations, by their
nature, have the potential for injuries
and fatal accidents to employees,
contractors and visitors.
Risk trend
Unchanged
PRODUCT SAFETY AND QUALITY
Context and potential impact
As a leading food manufacturer
and retailer, it is fundamental that
we manage the safety and integrity
of our products throughout the
supply chain.
Risk trend
Unchanged
OUR USE OF NATURAL
RESOURCES AND MANAGING
OUR ENVIRONMENTAL IMPACT
Context and potential impact
Our businesses rely on a stable supply
of natural resources some of which are
vulnerable to external factors such as
natural disasters and climate change.
Our operations give rise to a range of
emissions including dust, waste water
and waste which, if not controlled,
could lead to a risk to the environment
and our local communities. Many of our
sites are surrounded by other businesses
or residential areas.
Risk trend
Unchanged
Safety continues to be the number one
priority for our businesses with active
endorsement and accountability from
the chief executives of each business.
Our Health and Safety policy and
practices are firmly embedded in each
business, supporting a strong ethos
of workplace safety.
Independent audits are conducted
to verify implementation and support
continuous improvement.
Best practice safety and occupational
health training and guidance are shared
across the businesses, co-ordinated
from the corporate centre, to supplement
the delivery of their own programmes.
Across the group, product safety is
put before economic considerations.
Our businesses employ quality control
specialists and operate strict policies within
an organisational culture of hygiene and
product safety to ensure that consistently
high standards are maintained in our
operations and in the sourcing and
handling of raw materials and garments.
We monitor the regulatory environment
and emerging scientific research while
reviewing our food safety systems for
efficacy and legal compliance.
A programme of independent food quality
and safety audits is undertaken across all
our manufacturing sites and a due diligence
programme is in place to ensure the safety
of our retail products.
We aim to go beyond environmental
compliance.
Our businesses employ environmental
specialists who use the best available
technologies and techniques to reduce
our use of consumables, adapt operations
to climate change and reduce our
environmental footprint.
We monitor developments and engage
with governmental bodies on climate
change; we limit reliance on certain
resources such as fossil fuels and respond
to changes such as carbon pricing and
energy supply.
Our businesses are mindful of being
good neighbours through local community
engagement and the monitoring and
management of noise pollution
and odours.
During the year there has been a 15%
increase in our employee lost time injury
rate to 0.76%. Our businesses conduct
thorough root cause analysis to learn
from accidents and implement
safety changes.
No significant changes this year.
The environmental performance of the
group, with updates by division, is reported
in the 2017 Corporate Responsibility Update
at www.abf.co.uk/responsibility.
We annually report our approach to climate
change, water and deforestation risk via
CDP at www.cdp.org.
Some of our businesses have started to
develop a structured approach to ‘being a
good neighbour’ in order to evaluate their
positive effect on the community and to
mitigate any potential adverse impact.
Associated British Foods plcAnnual Report and Accounts 2017Strategic report 58
PRINCIPAL RISKS AND UNCERTAINTIES
OPERATIONAL RISKS CONTINUED
Risk trend
Mitigation
Changes since 2016
Our Supplier Code of Conduct is designed
to ensure suppliers, representatives and all
with whom we deal, adhere to our values
and standards.
The full Code is available at: www.abf.co.uk/
supplier_code_of_conduct.
Adherence to the Code is verified
through our supplier audit system with
our procurement and operational teams
establishing strong working relationships
with suppliers to help them meet
our standards.
All businesses are required to comply
with the group’s Business Principles
including its Anti-Bribery and
Corruption Policy.
Our businesses have continued to engage
with key suppliers on a range of shared
issues such as maximising environmental
and cost efficiencies, maintaining safe
workplaces, supporting steady employment
and increasing transparency across the
wider supply chain.
All our businesses have undertaken risk
assessments to identify supply chains at
high risk from modern slavery. Over the
year, we have focused on embedding
our work in this area through training and
sharing learning across the businesses.
Our Modern Slavery and Human Trafficking
Statement 2017 and the steps we take to
try to ensure that any forms of modern
slavery are not present within our own
operations or our supply chain are reported
in detail in the 2017 Corporate Responsibility
Update www.abf.co.uk/responsibility.
We instigated regular security scanning
of all websites in 2016 and developed
incident management plans for potential
IT attacks; both approaches yielded
positive outcomes in 2017.
We enhanced the security assessments
and due diligence required for new
IT projects.
We seek to understand the changing
cyber risks faced by our businesses
and take appropriate action.
We have established processes, group
IT security policies and technologies in
place, all of which are subject to regular
internal audit.
Access to sensitive data is restricted
and closely monitored.
Robust disaster recovery plans are in
place for business-critical applications.
Technical security controls are in place
over key IT platforms with the Head of
IT Security tasked with identifying and
responding to potential security risks.
OUR SUPPLY CHAIN AND
ETHICAL BUSINESS PRACTICES
Context and potential impact
Our suppliers are essential to the
successful operation of the group.
We therefore work with them to
ensure reliability and to help them
meet our standards of product
quality and safety, financial stability,
ethics, technical competence and
people safety.
Potential supply chain and ethical
business practice risks include:
• reputational damage through
supply chain weaknesses e.g. poor
conditions for workers;
• unacceptable and unethical behaviour,
including bribery, corruption and
slavery risk;
• impact on reliability of supply
and business continuity due to
unforeseen incidents e.g. natural
disasters; and
• long-term sustainability
of key suppliers.
Risk trend
Unchanged
BREACHES OF IT AND
INFORMATION SECURITY
Context and potential impact
Our delivery of efficient and effective
operations is enhanced by the use of
relevant technologies and the sharing
of information. We are therefore subject
to potential internal and external cyber
threats such as computer viruses and
the loss or theft of data.
We are increasingly interacting with
customers, consumers and suppliers
through technology and therefore
greater emphasis is placed on secure
and reliable IT systems, enabling
careful management of information.
There is also the potential for disruption
to operations from unforeseen IT and
system malfunctions or external attack.
Risk trend
Increased
Associated British Foods plcAnnual Report and Accounts 2017 VIABILITY STATEMENT
59
Even in a worst case scenario, with risks
modelled to materialise simultaneously
and for a sustained period, the likelihood
of the group having insufficient resources
to meet its financial obligations is remote.
Based on this assessment, the directors
confirm that they have a reasonable
expectation that the Company will be
able to continue in operation and meet
its liabilities as they fall due over the
three-year period to 12 September 2020.
On behalf of the board
Charles Sinclair
Chairman
George Weston
Chief Executive
John Bason
Finance Director
The directors have determined that
the most appropriate period over which
to assess the Company’s viability,
in accordance with the UK Corporate
Governance Code, is three years. This
is consistent with the group’s business
model which devolves operational
decision-making to the businesses,
each of which sets a strategic planning
time horizon appropriate to its activities
which are typically of three years
duration. The directors also considered
the diverse nature of the group’s
activities and the degree to which the
businesses change and evolve in the
relatively short term.
The directors considered the group’s
profitability, cash flows and key financial
ratios over this period and the potential
impact that the Principal Risks and
Uncertainties set out on pages 54 to 58
could have on the solvency or liquidity
of the group. Sensitivity analysis was
applied to these metrics and the projected
cash flows were stress tested against
a range of scenarios.
The directors considered the level
of performance that would cause the
group to breach its debt covenants,
the financial implications of making any
strategic acquisitions and a variety of
factors that have the potential to reduce
profit substantially. These included
the rate and success of Primark’s
expansion; actions which could damage
the group’s reputation for the long term;
and macro-economic influences such
as fluctuations in world currency and
commodity markets and the implications
of the UK’s withdrawal from the EU.
Such is the diversity of the group,
with operations across 50 countries
and sales in more than 100, that none
of the principal risks or uncertainties
individually is considered likely to have
a material impact on the group’s
profitability or extensive cash resources.
Furthermore, the group’s business model
means that no significant reliance is
placed on any one group of customers
or suppliers and its diversity reduces
the risk that issues affecting a particular
sector will have a material impact on
the group as a whole.
At 16 September 2017, £1.2bn of
committed borrowing facilities available
to the group were undrawn and the
directors are of the opinion that substantial
further funding could be secured at
relatively short notice should the need
arise. The revolving credit facility is not
due for renewal until July 2021 and
over £300m of the private placement
funding matures beyond the period
under consideration.
The group has a sound track record of
delivering strong cash flows, with well
in excess of £1bn of operating cash
being generated in each of the last
seven years. This has been more than
sufficient to fund expansionary capital
investment and, specifically, has
enabled the development of Primark
in continental Europe and the US.
The group’s cash flows have supported
7% compound annual growth in the
dividend over the last ten years.
Associated British Foods plcAnnual Report and Accounts 2017Strategic report 60
BOARD OF DIRECTORS
EFFECTIVE LEADERSHIP
AND STRONG GOVERNANCE
Charles Sinclair
Chairman (age 69)
N R
George Weston
Chief Executive (age 53)
John Bason
Finance Director (age 60)
Charles was appointed a non-executive director
in October 2008 and as Chairman in April 2009.
With wide business experience of both the UK
and overseas, his executive career was latterly
with Daily Mail and General Trust plc, where he
was chief executive from 1989 until he retired
from that role and the board in September 2008.
Other appointments:
He is Warden of Winchester College.
George was appointed to the board in 1999
and took up his current appointment as Chief
Executive in April 2005. In his former roles at
Associated British Foods, he was Managing
Director of Westmill Foods, Allied Bakeries
and George Weston Foods Limited (Australia).
Other appointments:
He is a non-executive director of Wittington
Investments Limited and a trustee of the
Garfield Weston Foundation.
John was appointed as Finance Director in May
1999. He has extensive international business
experience and an in-depth knowledge of the
industry. He was previously the finance director
of Bunzl plc and is a member of the Institute of
Chartered Accountants in England and Wales.
Other appointments:
He is a non-executive director of Compass Group
PLC and chairman of the charity FareShare.
N R
Timothy Clarke
Independent non-executive director (age 60)
Emma Adamo
Non-executive director (age 54)
N A R
Wolfhart Hauser
Independent non-executive director (age 67)
Tim was appointed a director in November 2004
and has been Senior Independent Director since
December 2007. Tim has extensive experience
of retailing. Until 2009, he was chief executive of
Mitchells & Butlers plc, following its demerger
from Six Continents PLC where he also held
the position of chief executive. Previously he
had been a partner of Panmure Gordon & Co
before joining Bass PLC in 1990.
Other appointments:
He is chairman of Birmingham Airport. He is
also a non-executive director of two pub and
brewing companies, Hall & Woodhouse Limited,
and Timothy Taylor & Company Limited, and
of Triple Point VCT 2011 PLC.
Associated British Foods plc
Emma was appointed as a director in December
2011. She was educated at Stanford University
and INSEAD in France.
Other appointments:
She is a director of Wittington Investments
Limited, and of the W. Garfield Weston
Foundation in Canada.
Wolfhart Hauser was appointed a director in
January 2015. Starting his career with various
research activities, he went on to establish and
lead a broad range of successful international
service industry businesses. He was chief
executive of Intertek Group plc for ten years until
he retired from that role and the board in May
2015. He was previously chief executive officer
and president of TÜV Süddeutschland AG
for four years and chief executive officer of
TÜV Product Services for ten years.
Other appointments:
He is chairman of FirstGroup plc and senior
independent director of RELX Group plc and
its listed parent companies RELX PLC and
RELX NV.
Associated British Foods plcAnnual Report and Accounts 2017 61
Board committees key
N Nomination committee
A Audit committee
R Remuneration committee
N R
Javier Ferrán
Independent non-executive director (age 61)
Ruth Cairnie
N A R
Independent non-executive director (age 63)
Javier was appointed a director in November
2006. He spent the earlier part of his career
with Bacardi Group, where latterly he served
as president and chief executive officer. He has
in-depth knowledge of consumer brands on an
international basis and of international financing.
Other appointments:
He is a partner at Lion Capital LLP, a London-
based private equity firm. He is also chairman
of Diageo plc and a non-executive director
of Coca-Cola European Partners plc.
Ruth was appointed a director in May 2014.
She has extensive overseas experience
including international marketing and supply
chain management. Ruth was formerly
Executive Vice President Strategy & Planning
at Royal Dutch Shell Plc. This role followed
a number of senior international roles within
Shell, including Vice President of its Global
Commercial Fuels business.
Other appointments:
She is a non-executive director of Rolls-Royce
Holdings plc.
Richard Reid
Independent non-executive director (age 61)
A R Michael McLintock
A R
Independent non-executive director (age 56)
Richard was appointed a director in April
2016. He was formerly a partner at KPMG
LLP, having joined the firm in 1980. From
2008, Richard served as London Chairman
at KPMG until he retired from that role and
KPMG in September 2015. Previously,
Richard was KPMG’s UK chairman of the
High Growth Markets Group and chairman
of the firm’s Consumer and Industrial
Markets group.
Other appointments:
He is chairman of National Heart and Lung
Institute Foundation and senior advisor
to Bank of China UK.
Michael was appointed a director in November
2017. He has in-depth knowledge of the financial
sector and proven experience of growing
businesses. Michael retired as chief executive
of M&G in 2016 having joined the company
in 1992 and been appointed chief executive in
1997. In 1999 he oversaw the sale of M&G to
Prudential plc where he served as an executive
director from 2000 until 2016. Previously he held
roles in investment management at Morgan
Grenfell and in corporate finance at Barings.
Other appointments:
He is a trustee of the Grosvenor Estate, a
non-executive director of Grosvenor Group Limited,
a member of the MCC’s Finance Committee,
a special advisor to Neptune Investment
Management and member of The Takeover
Appeal Board.
Associated British Foods plcAnnual Report and Accounts 2017Governance 62
62
CORPORATE GOVERNANCE
DEAR FELLOW SHAREHOLDERS
I am pleased to present the Associated British Foods corporate governance
report for 2017. We have structured our report once again to reflect the themes
of the Code. In the following pages, we set out details of our approach to corporate
governance and the activities of the board and its committees during the year.
The role of the board is to lead the Company and to oversee its governance.
The directors also recognise the board’s pivotal role in shaping the group’s culture
and values. Associated British Foods is an organisation built upon solid ethical
foundations with a strong, constant culture, known internally as the essence
of Associated British Foods. The members of the board, together with senior
management, continue to work closely with the businesses to promote the
ethical culture and standards across the group through a robust governance
framework. This is seen as an important factor in protecting and delivering
sustainable long-term value for shareholders.
As Chairman, my focus has been on managing the board to ensure that
it operates effectively, has the right balance of independence, experience,
diversity and skill and demonstrates a healthy culture of scrutiny and challenge.
This year, succession planning has continued to be a priority for the board and
Nomination committee. We are continuing to phase the refreshing of the
board. As discussed in my Chairman’s statement on page 4, we are delighted
to welcome Michael McLintock as an independent non-executive director with
effect from 1 November 2017. As I also mentioned, Tim Clarke will retire from
the board on 30 November 2017 and will be succeeded in the role of Senior
Independent Director by Javier Ferrán. We recognise that Javier has been
a member of the board for longer than the nine years advocated by the UK
Corporate Governance Code. However, the continuity offered by Javier, combined
with his extensive experience of consumer brands and international retailing,
make his continuing contribution to the mix of skills and knowledge on the
board highly valuable. We are therefore delighted that Javier has agreed to
serve a further term as a non-executive director and, on page 65, we explain
our reasoning in determining his continued independence.
Last year, the Remuneration committee undertook a complete review of the
group’s incentive arrangements. We consulted extensively with our largest
shareholders and their representative bodies and this resulted in our revised
remuneration policy receiving a 97% vote of approval at the AGM held in
December 2016. Details of the new policy are set out in the Remuneration
committee report which starts on page 75.
I am pleased that we have continued to make good progress with a number
of actions identified from previous board evaluation exercises. During 2017,
with external support, we undertook our annual effectiveness evaluation of the
board, its principal committees and individual directors. The results confirmed
that Associated British Foods has a very effective board. Information on our
performance evaluation review this year is provided on pages 65 and 66.
As always, we welcome any feedback on this report through the website
www.abf.co.uk or in person at the AGM in December.
Charles Sinclair
Chairman
Compliance with the UK
Corporate Governance Code
As a premium listed company on the
London Stock Exchange, the Company
is reporting in accordance with the UK
Corporate Governance Code published
in April 2016 (the ‘Code’) which sets out
standards of good practice in relation
to board leadership and effectiveness,
remuneration, accountability and
relations with shareholders. The
Code is published by the UK Financial
Reporting Council (‘FRC’) and a copy
of the Code is available from the FRC
website (www.frc.org.uk).
An updated version of the UK Corporate
Governance Code was published in April
2016 and first applies to companies with
financial years commencing on or after
17 June 2016 (‘the 2016 Code’). The
Company has already taken account of
the small number of changes required
and now reports formally in accordance
with the 2016 Code in this annual report.
The board considers that the Company
has, throughout the year ended
16 September 2017, applied the
main principles and complied with
the provisions set out in the Code,
with the following exception:
Code provision
D.2.1 – The Chairman should not
chair the Remuneration committee
Status
Charles Sinclair is both Chairman of
the Company and chairman of the
Remuneration committee.
Explanation
The board of Associated British Foods plc
continues to consider that Charles Sinclair,
due to his experience, is best suited
to chair this committee. No director has
any involvement in the determination of
his own remuneration. The board believes
that the Company has maintained
robust governance while at the same
time benefiting from having Charles
Sinclair as the chairman of the
Remuneration committee.
Leadership
The board
The board of directors is collectively
responsible to the Company’s
shareholders for the direction and
oversight of the Company to ensure
its long-term success. The board met
regularly throughout the year to approve
the group’s strategic objectives, to
lead the group within a framework of
effective controls which enable risk to
be assessed and managed and to ensure
that sufficient resources are available
to meet the objectives set.
There are a number of matters which
are specifically reserved for the board’s
approval. These are set out in a clearly
defined schedule and include: matters
relating to the group’s strategic plan;
approving the annual business strategy
and objectives; the nature and extent of
principal risks to be taken to achieve the
strategic objectives; changes relating to
structure and capital; approval of trading
statements, interim results, final results
and annual report and accounts; declaring
interim dividends and recommending
final dividends; the group’s policies and
systems of internal control and risk
Associated British Foods plcAnnual Report and Accounts 2017
63
63
management; approving capital projects,
acquisitions and disposals valued at over
£30m; provision of adequate succession
planning; approving major group policies
and matters relating to the compliance
with the terms of the Relationship
Agreement between the Company
and its controlling shareholders dated
14 November 2014. The schedule of
matters reserved is available to view on
the corporate governance section of the
Company’s website (www.abf.co.uk).
Certain specific responsibilities are
delegated to the board committees,
notably the Audit, Remuneration and
Nomination committees, which operate
within clearly defined terms of reference
and report regularly to the board. For
further details, please see ‘Board
committees’ section below.
Authority for the operational
management of the group’s business
has been delegated to the Chief
Executive for execution or further
delegation by him for the effective
day-to-day running and management
of the group. The chief executive of
each business within the group has
authority for that business and reports
directly to the Chief Executive.
Chairman and Chief Executive
The roles of the Chairman and the Chief
Executive are separately held and the
division of their responsibilities is clearly
established, set out in writing, and agreed
by the board to ensure that no one has
unfettered powers of decision. The
Chairman, Charles Sinclair, is responsible
for the operation and leadership of the
board, ensuring its effectiveness and
setting its agenda. The Chief Executive,
George Weston, is responsible for leading
and managing the group’s business within
a set of authorities delegated by the
board and for the implementation of
board strategy and policy.
Senior Independent Director
Tim Clarke is currently the Company’s
recognised Senior Independent Director.
Tim will be retiring from the board
on 30 November 2017. He will be
succeeded in the role of Senior
Independent Director by Javier Ferrán.
The purpose of this role is to act as
a sounding board for the Chairman and
to serve as an intermediary for other
directors where necessary. He is also
available to shareholders should a need
arise to convey concerns to the board
which they have been unable to convey
through the Chairman or through the
executive directors. During the
year, led by the Senior Independent
Director, the non-executive directors
have met without the presence of the
Chairman (including to appraise the
Chairman’s performance).
The non-executive directors
In addition to their responsibilities for
strategy and business results, the non-
executive directors play a key role in
providing a solid foundation for good
corporate governance and ensure that no
individual or group dominates the board’s
decision-making. They each occupy,
or have occupied, senior positions in
industry, bringing valuable external
perspective to the board’s deliberations
through their experience and insight from
other sectors enabling them to contribute
significantly to board decision-making.
The formal letters of appointment of
non-executive directors are available
for inspection at the Company’s
registered office.
Election and re-election of directors
In accordance with the Code’s
recommendations, all directors
currently in office, with the exception
of Tim Clarke who retires with effect
from 30 November 2017, will be
proposed for election or re-election,
as appropriate, at the 2017 AGM to
be held in December.
Board meetings
The board held eight meetings during
the year. Periodically, board meetings
are held away from the corporate
centre in London. During the year under
review, the November meeting was
held at the Allied Bakeries premises in
Walthamstow, where the board met local
management and were given a tour of
the factory. In May, the board meeting
was held at Primark’s regional office at
Créteil, Paris and included a visit to the
local Primark store. The board also held
its July meeting away from the corporate
centre and made a visit to Primark’s
distribution centre at Islip.
Senior executives below board level
are invited, when appropriate, to
attend board meetings and to make
presentations on the results and
strategies of their business units.
Papers for board and committee
meetings are generally provided
to directors a week in advance
of the meetings.
The attendance of the directors at
board and committee meetings during
the year to 16 September 2017 is shown
in the table below. Where a director
was unable to participate in a meeting
either in person or remotely, the
Chairman solicited their views on key
items of business in advance of the
relevant meeting and shared these with
the meeting so that they were able
to contribute to the debate.
Board committees
The board has established three
principal board committees, to
which it has delegated certain of
its responsibilities. These are the
Audit, Nomination and Remuneration
committees. The membership,
responsibilities and activities of these
committees are described later in this
corporate governance report and, in the
case of the Remuneration committee,
in the Remuneration report which
starts on page 75. Membership of these
committees is reviewed annually. Minutes
of committee meetings are made available
to all directors on a timely basis.
The chairmen of the Audit, Nomination
and Remuneration committees were
present at the 2016 AGM and intend
to be present at this year’s AGM to
answer questions on the work of their
respective committees.
The written terms of reference for the
Nomination, Audit and Remuneration
committees are available on the
Company’s website (www.abf.co.uk)
and hard copies are available on request.
Charles Sinclair
George Weston1
John Bason
Emma Adamo
Ruth Cairnie
Tim Clarke
Javier Ferrán
Wolfhart Hauser
Richard Reid
Board
Audit
committee
Nomination
committee
Remuneration
committee
8/8
7/8
8/8
8/8
8/8
8/8
8/8
8/8
8/8
–
–
–
–
4/4
–
–
4/4
4/4
3/3
–
–
–
3/3
3/3
3/3
3/3
–
4/4
–
–
–
4/4
4/4
4/4
4/4
4/4
1 George Weston was unable to attend one board meeting as a result of being unwell on the day of the meeting.
However, he reviewed the relevant information and papers, and provided comments to the Chairman.
Associated British Foods plcAnnual Report and Accounts 2017Governance
64
64
CORPORATE GOVERNANCE
Directors’ insurance
The Company has in place appropriate directors’ and officers’ liability insurance
cover in respect of legal action against its executive and non-executive directors,
amongst others.
Effectiveness
Board composition
At the date of this report, the board
comprises the following directors:
The work of the board during the year
During the financial year, key activities of the board included:
Chairman
Charles Sinclair
Strategy
conducting regular strategy update sessions in board meetings;
holding an annual ‘away-day’ focused on strategy; and
receiving a strategy update from the Chief Executive and Director of Business
Development.
Acquisitions/disposals
approving entry into an agreement to acquire Acetum S.p.A.; and
receiving regular updates on acquisitions/disposals.
Performance monitoring
receiving regular reports to the board from the Chief Executive;
receiving, on a rolling basis, senior management presentations from each of the
group business areas;
approving the group budget for the 2017/18 financial year;
receiving regular feedback on directors’ meetings held with institutional investors; and
receiving reports from the board committee chairmen.
Governance and risk
approving the Company’s full year and interim results;
recommending the 2016 final dividend and approving the 2017 interim dividend;
annual review of the material financial and non-financial risks facing the
group’s businesses;
receiving the food safety update from the Director of Financial Control;
half yearly review of progress in implementing actions arising from the 2016
board evaluation;
participating in the 2017 annual board performance evaluation and considering the
report received on the review;
receiving regular updates on corporate governance and regulatory matters; and
undertaking appropriate preparations for the holding of the annual general meeting
including considering and approving an ‘outlook’ statement and subsequently,
discussing issues arising from the annual general meeting.
Corporate responsibility
approving the Corporate Responsibility Update 2017;
receiving regular management reports and an annual presentation on health,
safety and environmental issues; and
receiving updates on Primark ethical sourcing.
People
appointment of Michael McLintock as an independent non-executive director and
to the Audit and Remuneration committees;
receiving updates on and considering senior succession planning and people activities
with presentation from the Group HR Director; and
confirming directors’ independence.
Executive directors
George Weston (Chief Executive)
John Bason (Finance Director)
Non-executive directors
Emma Adamo
Ruth Cairnie
Tim Clarke
Javier Ferrán
Wolfhart Hauser
Michael McLintock (appointed
1 November 2017)
Richard Reid
Tim Clarke will retire as a director
on 30 November 2017.
Emma Adamo is not considered by
the board to be independent in view
of her relationship with Wittington
Investments Limited, the Company’s
majority shareholder. She was appointed
in December 2011 to represent this
shareholding on the board of the
Company. The board considers that
the other non-executive directors are
independent in character and judgement
and that they are each free from any
business or other relationships which
would materially interfere with the
exercise of their independent judgement.
Richard Reid was appointed as an
independent non-executive director
in April 2016. The board considered
Richard’s independence by reference
to the relevant provisions of the Code
and concluded that he is independent
notwithstanding his past relationship
with KPMG, which was formerly the
group’s auditor. KPMG LLP ceased to
be the Company’s auditor in November
2015, following a competitive tender for
the external audit. Richard was formerly
a partner at KPMG, retiring from that
role in September 2015. He had no
personal engagement with any business
within the Associated British Foods
group during the four years prior to
his appointment by the Company.
Previously, before the four-year period,
Richard was client liaison partner
on behalf of KPMG for Associated
British Foods, but at no time did he
have responsibility for signing
an audit report on the Company.
Associated British Foods plcAnnual Report and Accounts 2017
65
65
His prior knowledge of the diversity and
complexity of the group is of significant
value to the board. Although the audit
relationship between the Company and
KPMG and the employment relationship
between Richard Reid and KPMG ended
within the last three years, the board
concluded and is satisfied that, on the
basis of the facts outlined above, the
former KPMG relationship does not
in any way compromise Richard’s
independence.
Commitment
The letters of appointment for the
Chairman and the non-executive directors
set out the expected time commitment
required of them and are available
for inspection by any person during
normal business hours at the Company’s
registered office and at the AGM.
Other significant commitments of the
Chairman and non-executive directors
are disclosed on appointment and
require approval thereafter.
The Code requires that, if a director
has served on the board for more than
nine years, the board should state its
reasons why it considers the director,
notwithstanding his or her length of
service, to be independent. Accordingly,
the board has considered the
independence of Javier Ferrán who, as at
1 November 2017, had served 11 years
as a director of the Company. Javier’s
service and consequent knowledge and
experience of the group, together with
the invaluable retail experience he brings
to the role, are highly regarded by the
board. Notwithstanding his length of
service and, having given due deliberation
to the matter, the board is satisfied that
Javier continues to demonstrate the
qualities of independence and objectivity
in carrying out his role as a non-executive
director. The board considers that he
continues to be independent in character
and judgement and that there are no
relationships or circumstances which are
likely to affect, or could appear to affect,
his judgement. Javier is offering himself
for re-election at the annual general
meeting and the board will continue to
keep his independence under review.
As at the date of this report, the
board comprises the Chairman, Chief
Executive, Finance Director and seven
non-executive directors. Biographical and
related information about the directors
is set out on pages 60 and 61.
Appointments to the board
There is a formal and transparent
procedure for the appointment of
new directors to the board. Details are
available in the Nomination committee
report on page 69 which also provides
details of the committee’s role
and activities.
Board development
The Chairman, with the support of the
Company Secretary, is responsible for
the induction of new directors and the
continuing development of directors.
Board induction
The Company provides all non-executive
directors with a tailored and thorough
programme of induction, which is
facilitated by the Chairman and the
Company Secretary and which takes
account of prior experience and
business perspectives and the
committees on which he or she serves.
Michael McLintock, who joined the board
on 1 November 2017, will undertake an
induction over the coming months.
The aim of the programme will be to
familiarise him with the way the group
operates through its five strategic
business segments, with its governance
policies and procedures, with the legal
and regulatory duties as a director of
a listed company and with the group’s
approach to corporate responsibility.
Michael will be encouraged, as all new
directors are, to accelerate his knowledge
of the group by visiting a variety of its
businesses and operations.
Following his appointment in April 2016,
Richard Reid’s induction programme
continued during the year under review
with meetings with members of
operational and group management
which included the Group Pensions
Director, Head of HR at AB Sugar,
Managing Director of British Sugar, the
Head of Executive Development at the
corporate centre and Primark’s Director
of Ethical Trade. Richard also attended
the British Sugar glasshouse opening
at Wissington in April 2017.
Training and development
The Chairman has overall responsibility
for ensuring that the directors receive
suitable training to enable them to carry
out their duties and is supported in this
by the Company Secretary. Directors are
also encouraged personally to identify
any additional training requirements that
would assist them in carrying out their
role. Training is provided in briefing
papers, such as the regular update from
the Company Secretary as part of the
board pack ahead of each meeting
covering developments in legal,
regulatory and governance matters, and
by way of presentations and meetings
with senior executives or other external
sources. During the year, this included
a briefing and update on the group’s
anti-bribery and corruption policies
and procedures.
Information flow
The Company Secretary manages the
provision of information to the board at
appropriate times in consultation with the
Chairman and Chief Executive. In addition
to formal meetings, the Chairman and
Chief Executive maintain regular contact
with all directors. The Chairman holds
informal meetings with non-executive
directors, without any of the executives
being present, to discuss issues affecting
the group, when appropriate. Regular
management updates are sent to
directors to keep the non-executive
directors informed of events throughout
the group between board meetings and
to ensure that they are kept fully advised
of the latest issues affecting the group.
Board performance evaluation
An evaluation to assess the performance
of the board as a whole, its committees
and the individual directors is conducted
annually with the aim of improving
the effectiveness of the board and
its members and the performance
of the group.
Progress from 2016 evaluation
During the year, the Chairman oversaw
the implementation and progression
of various recommendations arising
from the 2016 and earlier evaluations,
which included the actions set out in
the table on page 66.
Associated British Foods plcAnnual Report and Accounts 2017Governance
66
66
CORPORATE GOVERNANCE
Progress on 2016 objectives
The board – composition,
Board support and meetings
The use of electronic board papers was
trialled and adopted for use at board and
committee meetings.
More time was allocated for reflective
discussion and debate following
divisional presentations.
Non-executive directors
The non-executive directors took up a
number of opportunities to engage with
the businesses, attending various key
group events with staff to enable them
to build a deeper understanding of the
group’s businesses and people.
In recognition of the fact that more
involvement by the non-executive
directors, with their collective broad
business experience, could be of
benefit to individual businesses, details
of their respective areas of expertise
and experience were collated and made
available to the businesses to call upon
where helpful.
Risk management
Following a request by the non-executive
directors for greater visibility of emerging
strategic risk, divisional presentations
now include more detail in this regard.
Succession and talent
Greater emphasis and discussion time
was given to the future shape of the board
with input sought from all board members.
Audit committee
A few practical changes were implemented,
following the appointment of a new
chairman of the Audit committee in 2016,
such as the introduction of a rolling calendar
of agenda items, which have enhanced the
running of the meetings and functioning of
the committee.
2017 evaluation
Following the internal review carried
out in 2016, this year the board
commissioned an externally-facilitated
performance evaluation. The review was
carried out during the final quarter of
the financial year with the assistance
of Lintstock Limited (‘Lintstock’), a
London-based corporate advisory firm
which has no other connection to
Associated British Foods.
The 2017 review involved each board
member and the Company Secretary
responding to a web-based questionnaire
designed by Lintstock together with the
Chairman. The topics covered included
the following:
expertise, dynamics, management
of meetings, support, focus, strategic
and operational oversight, risk
management and internal control,
succession planning and human
resource management, and priorities
for change;
Audit, Nomination and
Remuneration committees – time
management, composition, processes
and support, leadership, work
and effectiveness of each of the
committees during the year and
opportunities to improve performance
of the respective committee in the
year ahead; and
Individual directors – assessment
of individual contributions and
opportunities for personal
development, including a review
of the Chairman’s performance.
Lintstock prepared a written report
based on the completed questionnaires
which was discussed with the Chairman,
with the review of the Chairman’s own
performance being sent to the Senior
Independent Director. The report was
subsequently sent to board members
and was discussed at the September
board meeting.
A list of recommended actions arising
from this year’s evaluation is being
implemented under the direction of the
Chairman and includes those identified
in the table below.
Priorities for change identified from the
2017 evaluation
Board succession
A continued focus on succession planning
for board members was identified as
a priority, with emphasis on the need
for open discussion on the subject.
Retail business
Particular attention to be given to the retail
business, including maintaining regular
board time for discussing key projects,
challenges and opportunities facing Primark.
Risk
Continuing to develop and enhance
the understanding at board level of the
group’s approach to risk management
and the ongoing risk factors affecting
group businesses.
Based on the outcome of the 2017
review, it was concluded that the board
and its committees were continuing to
function very effectively with a good
balance of support, challenge and mutual
trust between the executives and the
non-executives. The directors were each
considered to be making a valuable
contribution and demonstrating proper
commitment, including of time, to their
respective roles.
Conflicts of interest procedure
The Company has procedures in place to
deal with the situation where a director
has a conflict of interest. As part of this
process, the board:
considers each conflict situation
separately on its particular facts;
considers the conflict situation in
conjunction with the rest of the
conflicted director’s duties under
the 2006 Act;
keeps records and board minutes as to
authorisations granted by directors and
the scope of any approvals given; and
regularly reviews conflict authorisation.
Accountability
Financial and business reporting
The board is required by the Code
to present a fair, balanced and
understandable assessment of the
Company’s position, performance,
business model and strategy. In
relation to this requirement, reference
is made to the statement of directors’
responsibilities for preparing the financial
statements set out on page 98 of
this annual report and accounts. The
board recognises that its responsibility
to present a fair, balanced and
understandable assessment extends
to interim and other price-sensitive
public reports, reports to regulators,
and information required to be
presented by statutory requests.
Business model
A description of the Company’s business
model for sustainable growth is set out
in the group business model and strategy
section on pages 8 and 9 and in the
business strategies section on pages
12 and 13. These sections provide an
explanation of the basis on which the
group generates value and preserves
it over the long term and its strategy
for delivering its objectives.
Associated British Foods plcAnnual Report and Accounts 2017 67
67
Going concern and viability
After making enquiries the directors
have a reasonable expectation that the
Company and the group have adequate
resources to continue in operational
existence for a period of at least
12 months from the date of approval
of these annual financial statements.
Accordingly, and consistent with the
guidance contained in the document
titled ‘Guidance on Risk Management,
Internal Control and Related Financial
and Business Reporting’ published by
the FRC in 2014, they continue to adopt
the going concern basis in preparing
the annual financial statements.
The Code requires the directors to
assess and report on the prospects
of the group over a longer period. This
longer term viability statement is set
out on page 59.
Risk management and internal control
The board acknowledges its overall
responsibility for monitoring the group’s
risk management and internal control
systems to facilitate the identification,
assessment and management of risk, the
protection of shareholders’ investments
and the group’s assets. The directors
recognise that they are responsible
for providing a return to shareholders,
which is consistent with the responsible
assessment and mitigation of risks.
The directors confirm that there is a
process for identifying, evaluating and
managing the risks faced by the group
and the operational effectiveness of the
related controls, which has been in place
for the year under review and up to the
date of approval of the annual report
and accounts. They also confirm that
they have regularly monitored the
effectiveness of the risk management
and internal control systems (which
cover all material controls including
financial, operational and compliance
controls) utilising the review process
set out below.
Standards
There are guidelines on the minimum
groupwide requirements for health and
safety and environmental standards.
There are also guidelines on the
minimum level of internal control that
each of the divisions should exercise over
specified processes. Each business has
developed and documented policies and
procedures to comply with the minimum
control standards established, including
procedures for monitoring compliance
and taking corrective action. The board
of each business is required to confirm
twice yearly that it has complied with
these policies and procedures.
High level controls
All businesses prepare annual operating
plans and budgets which are updated
regularly. Performance against budget
is monitored at operational level and
centrally, with variances being reported
promptly. The cash position at group and
business level is monitored constantly
and variances from expected levels are
investigated thoroughly.
Clearly defined guidelines have been
established for capital expenditure and
investment decisions. These include the
preparation of budgets, appraisal and
review procedures and delegated
authority levels.
Financial reporting
Detailed management accounts are
prepared every four weeks, consolidated
in a single system and reviewed by senior
management and the board. They include
a comprehensive set of financial reports
and key performance indicators covering
commercial, operational, environmental
and people issues. Performance against
budgets and forecasts is discussed
regularly at board meetings and at
meetings between operational and
group management. The adequacy and
suitability of key performance indicators
is reviewed regularly. All chief executives
and finance directors of the group’s
operations are asked to sign an annual
confirmation that their business has
complied with the Group Accounting
Manual in the preparation of consolidated
financial statements and specifically to
confirm the adequacy and accuracy of
accounting provisions.
Internal audit
The group’s businesses employ internal
auditors (both employees and resources
provided by major accounting firms other
than the firm involved in the audit of the
group) with skills and experience relevant
to the operation of each business.
All of the internal audit activities are
co-ordinated centrally by the group’s
Director of Financial Control, who is
accountable to the Audit committee.
All group businesses are required
to comply with the group’s financial
control framework that sets out
minimum control standards. A key
function of the group’s internal audit
resources is to undertake audits to
ensure compliance with the financial
control framework and make
recommendations for improvement
in controls where appropriate. Internal
audit also conducts regular reviews to
ensure that risk management procedures
and controls are observed. The Audit
committee receives regular reports on
the results of internal audit’s work and
monitors the status of recommendations
arising. The committee reviews annually
the adequacy, qualifications and
experience of the group’s internal audit
resources and the nature and scope
of internal audit activity in the overall
context of the group’s risk management
system. The Director of Financial Control
meets with the chairman of the Audit
committee as appropriate but at least
quarterly, without the presence of
executive management, and has direct
access to the Chairman of the board.
Assessment of principal risks
The directors confirm that, during the
year, the board has carried out a robust
assessment of the principal risks facing
the group, including those that could
threaten its business model, future
performance, solvency or liquidity. A
description of the principal risks and how
they are being managed and mitigated
is set out in the Strategic report on
pages 54 to 58.
Annual review of the effectiveness
of the systems
During the year, the board reviewed the
effectiveness of the group’s systems
of risk management and internal control
processes embracing all material
systems, including financial, operational
and compliance controls, to ensure that
they remain robust. The review covered
the financial year to 16 September 2017
and the period to the date of approval of
this annual report and accounts. The
review included:
the annual risk management review,
a comprehensive process identifying
the key external and operational risks
facing the group and the controls and
activities in place to mitigate them, the
findings of which are discussed with
each member of the board individually
(refer to the risk management section
on page 54 of the Strategic report for
details of the process undertaken);
the report presented to the board
during the year by the group’s Director
of Financial Control on food safety and
product recall procedures; and
Associated British Foods plcAnnual Report and Accounts 2017Governance
68
68
CORPORATE GOVERNANCE
the annual assessment of internal
control, which, following consideration
by the Audit committee, provided
assurance to the board around
the control environment and
processes in place around the
group, specifically those relating
to internal financial control.
The board evaluated the effectiveness
of the management’s processes
for monitoring and reviewing risk
management and internal control.
No significant failings or weaknesses
were identified by the review and the
board is satisfied that, where areas of
improvement were identified, processes
are in place to ensure that remedial
action is taken and progress monitored.
The board confirmed that it was satisfied
that the systems and processes were
functioning effectively and complied with
the requirements of the UK Corporate
Governance Code.
Remuneration
A separate Remuneration report is
set out on pages 75 to 93 which
provides details of our remuneration
policy and how it has been implemented,
together with the activities of the
Remuneration committee.
Articles of association
and share capital
Information in relation to share capital,
the appointment and powers of directors,
the issue and buy back of shares and
significant interests in share capital is
set out in the Directors’ report on
pages 94 to 97.
Relations with shareholders
Shareholder engagement
The board recognises its responsibility
for ensuring that a satisfactory dialogue
takes place with shareholders. During
the year, the board has maintained an
active programme of engagement with
investors, the purpose of which is both
to develop shareholders’ understanding
of the Company’s strategy, operations
and performance and to provide the
board with an awareness of the views
of significant shareholders. At each
board meeting, the directors are briefed
on shareholder meetings that have taken
place and on feedback received, including
any significant concerns raised.
The Chairman issues an invitation
each year to the Company’s largest
institutional shareholders to hear
their views and discuss any issues
or concerns. During the year, the
Chairman held meetings with a
number of institutional shareholders
and discussed a range of topics
including the Company’s strategy
and approach to governance and
remuneration-related matters.
On the day of the announcement
of the final and interim results, the
Company’s largest shareholders,
together with financial analysts, are
invited to a presentation with a question
and answer session by the Chief
Executive and Finance Director, with
webcast presentations of the results
available for all shareholders through
the Company’s website. Following the
results, the executive team hold one-to-
one and group meetings with institutional
shareholders and potential investors.
The Company Secretary acts as a focal
point for communications on matters of
corporate responsibility. During the year,
the Company responded to requests
for meetings, telephone meetings
or written information from both
existing and potential shareholders
and research bodies on a broad
range of environmental, social and
governance risk matters including
climate change-related matters, water
and greenhouse gas risk management,
supply chain management, animal
welfare, sustainable agriculture, human
rights, gender balance and human
capital development.
The Senior Independent Director is
available to shareholders in the event
that communication with the Chairman,
Chief Executive or Finance Director has
failed to resolve concerns or where
such contact is inappropriate. The Senior
Independent Director attended sufficient
meetings with major shareholders
to listen to their views in order to
develop a balanced understanding
of their concerns.
The Company reports formally to
shareholders in a number of ways.
Significant matters relating to trading or
development of the business, and routine
reporting obligations, are disseminated by
way of Stock Exchange announcements
and by press releases. Interim results are
announced in April each year and full year
results in November, followed by the
publication of the formal annual report
and accounts.
In line with best practice, the Company’s
default means of communication is
online although shareholders can opt
to receive documents in paper form
at any time. The Company’s website
www.abf.co.uk provides current and
historical financial information, including
trading statements, news releases,
financial results presentations, and a
wealth of other information regarding
Associated British Foods.
Annual general meeting
The 2017 AGM will be held on Friday,
8 December 2017 at 11.00 am at the
Congress Centre in London. The board
considers that the AGM provides a
valuable opportunity to communicate
with private shareholders in particular
about the general development of the
business, enabling them to ask questions
of the Chairman and, through him, the
chairmen of the key committees and
other directors. All members of the
board are available to talk to shareholders
after the meeting.
A trading update is provided at the
meeting and each year the Company
shows a short film at the meeting
highlighting a particular area of the
group’s business. At this year’s AGM,
the film will focus on the Ovaltine brand
around the world.
The Notice of AGM, which sets out in
full the resolutions for consideration by
shareholders together with explanatory
notes, has been sent to shareholders
and is also available on the Investors
section of the Company’s website
(www.abf.co.uk).
Associated British Foods plcAnnual Report and Accounts 2017
69
69
NOMINATION COMMITTEE REPORT
Members
During the year and at the date of
this report:
Charles Sinclair (Chairman)
Ruth Cairnie
Tim Clarke
Javier Ferrán
Wolfhart Hauser
Primary responsibilities
In accordance with its terms of
reference, the Nomination committee’s
primary responsibilities include:
leading the process for board
appointments and making
recommendations to the board;
regularly reviewing the board
structure, size and composition
(including skills, knowledge,
independence, experience and
diversity), recommending any
necessary changes;
considering plans for orderly
succession for appointments to
the board and to senior management
to maintain an appropriate balance
of skills and experience within the
Company and to ensure progressive
refreshment of the board;
keeping under review the leadership
needs of the group, both executive
and non-executive, to ensure the
continued ability of the group
organisation to compete efficiently
in the marketplace; and
being responsible for identifying and
nominating, for the approval of the
board, candidates to fill board
vacancies as and when they arise.
Governance
Members of the Nomination committee
are appointed by the board from
amongst the directors of the Company,
in consultation with the Chairman. The
committee comprises a minimum of
three members at any time, a majority
of whom are independent non-executive
directors. A quorum consists of two
members being either two independent
non-executive directors or one
independent non-executive director
and the Chairman.
Only members of the committee
have the right to attend committee
meetings. Other individuals such as
the Chief Executive, members of
senior management, head of human
resources and external advisors may
be invited to attend meetings as and
when appropriate.
The Chairman does not chair the
Nomination committee when it is
dealing with the appointment of his
successor. In these circumstances the
committee is chaired by an independent
non-executive director elected by the
remaining members.
The committee may take independent
professional advice on any matters
covered by its terms of reference at
the Company’s expense.
The committee chairman reports the
outcome of meetings to the board.
The terms of reference of the
Nomination committee are available on
the Investors section of the Company’s
website (www.abf.co.uk).
Board appointments process
The process for making new
appointments is led by the Chairman.
Where appropriate, external, independent
consultants are engaged to conduct a
search for potential candidates, who
are considered on the basis of their
skills, experience and fit with the existing
members of the board. The Nomination
committee has procedures for appointing
a non-executive or an executive director
and these are set out in its terms
of reference.
Meetings
The committee met three times during
the year under review.
Diversity policy
As a board, we recognise that diversity
is essential for introducing different
perspectives into board debate and
decision-making. We recognise
moreover that a genuinely diverse board
comprises individuals with a range of
personal attributes, perspectives, skills,
experience and backgrounds, who
also represent differences in nationality,
race and gender. The board has decided
not to set any measurable objectives in
relation to its diversity policy. However,
candidates for future board appointments
are considered from the widest possible
pool. Gender remains an important
aspect of the overall diversity, and it is
our policy to ask any executive search
agencies engaged to ensure that half
of the candidates they put forward for
consideration are women.
Looking beyond the board to the group’s
wider workforce we recognise that true
diversity can only be achieved when
the entire workforce is committed to
delivering it. Given the decentralised
nature of the group, policies to promote
diversity in the workforce are developed
and implemented locally within each
of the businesses. However there are
a number of ongoing initiatives across
Associated British Foods which aim
to promote diversity:
a groupwide gender diversity task
force includes representation from
across the businesses and has,
as one of its principal objectives,
the aim of ensuring that there are no
barriers preventing talented people
from succeeding;
senior and high-potential women are
invited to join the Women’s Business
Forum, which meets several times a
year providing a chance for networking,
learning and support for personal
career development;
the ABF Two-way Mentoring
Programme aims to grow the talent
pipeline by matching high potential
women, nominated by their business
units, with senior leaders around
the group who support their career
development and broaden their
business experience. In return the
senior leaders have the opportunity
to learn about another business or
function, understand the perspectives
of women working within them
and develop their own listening
and coaching skills; and
training in ‘unconscious bias’,
which aims to build awareness and
challenge commonly-held myths
around diversity, has been included
in the group’s leadership development
programme for a number of years and
has now been extended to a wider
group of managers.
Committee activities during the year
Appointment of new independent
non-executive director
During the year, the Chairman led the
process for the appointment of a new
non-executive director as part of the
progressive refreshing of the board.
The services of external executive
search consulting firm Spencer
Stuart were engaged to help identify
potential candidates. Spencer Stuart is
independent, with no other connection
Associated British Foods plcAnnual Report and Accounts 2017Governance
70
70
CORPORATE GOVERNANCE
to the Company and is a signatory
to the ‘Voluntary Code of Conduct for
Executive Search Firms’ on gender
diversity and best practice.
Potential candidates were considered
on the basis of their skills and experience
in the context of the range of skills
and experience of the existing board
as a whole.
Following a rigorous process of
interviews and assessments and, on
the recommendations of the Nomination
committee, the board approved the
appointment of Michael McLintock
with effect from 1 November 2017.
Re-election of non-executive directors
The committee reviewed the results of
the annual board performance evaluation
that related to the composition of the
board and the time needed to fulfil the
roles of Chairman, Senior Independent
Director and non-executive director.
It was satisfied that all members of
the board are devoting sufficient time
to their duties.
The committee considered the
re-election of directors prior to their
recommended approval by shareholders
at the annual general meeting. The non-
executive directors who have been on
the board for more than six years were
subject to particularly rigorous review.
Performance evaluation
The committee’s effectiveness was
reviewed as part of the board’s
performance evaluation process which
was carried out during the final quarter
of the year under review. This evaluation
concluded that the committee was
continuing to function effectively.
Internal financial controls
reviewing the effectiveness of the
group’s internal financial controls,
including the policies and overall
process for assessing established
systems of internal financial control
and timeliness and effectiveness of
corrective action taken by
management;
Whistleblowing and fraud
overseeing the group’s policies,
procedures and controls for preventing
bribery, identifying money laundering,
and the group’s arrangements for
whistleblowing;
Internal audit
monitoring and reviewing the
effectiveness and independence of
the group’s internal audit function
in the context of the group’s overall
financial risk management system;
considering and approving the remit
of the internal audit function, ensuring
it has adequate resources and
appropriate access to information
to enable it to perform its function
effectively; and
External audit
overseeing the relationship with the
group’s external auditor, including
reporting to the board each year
whether it considers the audit contract
should be put out to tender, adhering to
any legal requirements for tendering or
rotation of the audit services contract as
appropriate, reviewing and monitoring
the external auditor’s objectivity and
independence, agreeing the scope of
their work and fees paid to them for
audit, assessing the effectiveness of
the audit process, and agreeing the
policy in relation to the provision of
non-audit services.
AUDIT COMMITTEE REPORT
Members
During the year and at the date of
this report:
Richard Reid (chairman)
Ruth Cairnie
Wolfhart Hauser
Michael McLintock
(from 1 November 2017)
Primary responsibilities
In accordance with its terms of
reference, the Audit committee’s
primary responsibilities include:
Financial reporting
monitoring the integrity of the group’s
financial statements and any formal
announcements relating to the
Company’s performance, reviewing
significant financial reporting
judgements contained in them
before their submission to the board;
informing the board of the outcome
of the group’s external audit and
explaining how it contributed to the
integrity of financial reporting;
reviewing and challenging, where
necessary, the consistency of, and
changes to, accounting and treasury
policies; whether the group has
followed appropriate accounting
policies and made appropriate
estimates and judgements; the
clarity and completeness of
disclosure; significant adjustments
resulting from the audit; the going
concern assumption, the viability
statement, and compliance with
auditing standards;
Narrative reporting
at the board’s request, reviewing
the content of the annual report and
accounts and advising the board on
whether, taken as a whole, it is fair,
balanced and understandable and
provides the information necessary for
shareholders to assess the Company’s
position and performance, business
model and strategy;
where requested by the board,
assisting in relation to the board’s
assessment of the principal risks facing
the Company and the prospects of
the Company for the purposes of
disclosures required in the annual
report and accounts;
Associated British Foods plcAnnual Report and Accounts 2017
71
71
Governance
The Audit committee comprises a
minimum of three members, all of
whom are independent non-executive
directors of the Company. Two members
constitute a quorum. Appointments are
for a period of three years after which
they are subject to annual review,
extendable by two further three-year
periods so long as members continue
to be independent. No members of the
committee have served a term of more
than six years.
The committee structure requires
the inclusion of at least one financially
qualified member (as recognised by the
Consultative Committee of Accountancy
Bodies) with recent and relevant financial
experience and competence in
accounting or auditing (or both).
The committee chairman fulfilled
this requirement during the year. All
committee members are expected to
be financially literate and to have an
understanding of the following areas:
the principles of, and developments
in, financial reporting including the
applicable accounting standards and
statements of recommended practice;
key aspects of the Company’s
operations including corporate
policies and the group’s internal
control environment;
matters which may influence
the presentation of accounts and
key figures;
the principles of, and developments
in, company law, sector-specific laws
and other relevant corporate legislation;
the role of internal and external
auditing and risk management; and
the regulatory framework for the
group’s businesses.
The committee as a whole has
competence relevant to the sectors
in which the group operates.
The committee invites the Group
Finance Director, Group Financial
Controller, Director of Financial Control
and senior representatives of the external
auditor to attend its meetings in full,
although it reserves the right to request
any of these individuals to withdraw.
Other senior managers are invited to
present such reports as are required for
the committee to discharge its duties.
During the year, the committee held
four meetings with the external auditor
without any executive members of the
board being present.
The committee has unrestricted access
to Company documents and information,
as well as to employees of the Company
and the external auditor.
The committee may take independent
professional advice on any matters
covered by its terms of reference at
the Company’s expense.
The committee chairman reports the
outcome of meetings to the board.
The committee’s effectiveness was
reviewed during the final quarter of the
year as part of the board’s performance
evaluation process. A description of how
the evaluation was conducted is set
out on page 66 of the corporate
governance report.
The terms of reference of the Audit
committee can be viewed on the
Investors section of the Company’s
website (www.abf.co.uk).
Meetings
The Audit committee met four times
during the year. The committee’s
agenda is linked to events in the
group’s financial calendar.
Activities during the year
In order to fulfil its terms of reference,
the Audit committee receives and
reviews presentations and reports
from the group’s senior management,
consulting as necessary with the
external auditor.
Monitoring the integrity of
reported financial information
Ensuring the integrity of the
financial statements and associated
announcements is a fundamental
responsibility of the Audit committee.
During the year it formally reviewed
the group’s interim and annual reports,
including the associated pre-close period
trading updates, and the trading updates
issued for the first and third quarters.
These reviews considered:
the description of performance to
ensure it was fair, balanced and
understandable;
the accounting principles, policies
and practices adopted in the group’s
financial statements, any proposed
changes to them, and the adequacy
of their disclosure;
important accounting issues or areas of
complexity, the actions, estimates and
judgements of management in relation
to financial reporting and in particular
the assumptions underlying the going
concern and viability statements;
any significant adjustments to financial
reporting arising from the audit;
litigation and contingent liabilities
affecting the group; and
tax contingencies, compliance with
statutory tax obligations and the
group’s tax policy.
In view of the increased risk to the
control environment associated with
Primark’s change of general ledger
system, the committee reviewed the
project plan and governance process
pre-implementation; received regular
updates from management and the
project team before and after
implementation; and reviewed the
performance of the finance function
post-implementation, including an
evaluation of the robustness of the
financial statement close process,
with management, internal and
external auditors.
Significant accounting issues
considered by the Audit
committee in relation to the
group’s financial statements
A key responsibility of the committee
is to consider the significant areas of
complexity, management judgement and
estimation that have been applied in the
preparation of the financial statements.
The committee has, with support from
Ernst & Young as external auditor,
reviewed the suitability of the accounting
policies which have been adopted and
whether management has made
appropriate estimates and judgements.
Set out below are the significant areas
of accounting judgement or management
estimation and a description of how
the committee concluded that such
judgements and estimates were
appropriate. These are divided between
those that could have a material impact
on the financial statements and those
that are less likely to have a material
impact but nevertheless, by their nature,
required a degree of estimation.
Associated British Foods plcAnnual Report and Accounts 2017Governance
72
72
CORPORATE GOVERNANCE
Areas of significant accounting judgement
and estimation material to the group
financial statements
Audit committee assurance
Impairment of goodwill, intangible
and tangible assets
Assessment for impairment involves
comparing the book value of an asset with
its recoverable amount (being the higher of
value in use and fair value less costs to sell).
Value in use is determined with reference to
projected future cash flows discounted at an
appropriate rate. Both the cash flows and the
discount rate involve a significant degree of
estimation uncertainty.
The committee considered the reasonableness of cash flow projections which were
based on the most recent budget approved by the board and reflected management’s
expectations of sales growth, operating costs and margins based on past experience
and external sources of information. Long-term growth rates for periods not covered by
the annual budget were challenged to ensure they were appropriate for the products,
industries and countries in which the relevant cash generating units operate. The
committee also reviewed and challenged the key assumptions made in deriving these
projections: discount rates, growth rates, and expected changes in production and sales
volumes, selling prices and direct costs. The committee also considered the adequacy
of the disclosures in respect of the key assumptions and sensitivities. Refer to notes
8 and 9 to the financial statements for further details.
The committee was satisfied that the discount rate assumptions appropriately reflected
current market assessments of the time value of money and the risks associated with
the particular assets. The other key assumptions were all considered to be reasonable.
The external auditor undertook an independent audit of the estimate of value in use,
including a challenge of management’s underlying cash flow projections, long-term growth
assumptions and discount rates. On the basis of their audit work, and their challenge of
the key assumptions and associated sensitivities, they concurred with management that
no impairments were required.
The committee reviews the Company’s tax policy and principles for managing
tax risks annually.
The committee reviewed and challenged the provisions recorded at the balance sheet
date and management confirmed that they represent their best estimate of the likely
financial exposure faced by the group.
The external auditor described to the committee the work they had conducted during
the year, including how their audit procedures were focused on those provisions requiring
the highest degree of judgement. The committee discussed with management and the
external auditor the key judgements which had been made. It was satisfied that the
judgements were reasonable and that, accordingly, the provision amounts recorded
were appropriate.
Audit committee assurance
Actuarial valuations of the group’s pension scheme obligations are undertaken every three
years by independent qualified actuaries who also provide advice to management on the
assumptions to be used in preparing the accounting valuations each year. Details of the
assumptions made in the current and previous year are disclosed in note 11 of the financial
statements together with the bases on which those assumptions have been made.
The committee reviewed the assumptions by comparison with externally-derived data and
also considered the adequacy of disclosures in respect of the sensitivity of the surplus or
deficit to changes in these key assumptions.
Tax provisions
The level of current and deferred tax
recognised in the financial statements is
dependent on judgements as to the
outcome of decisions by tax authorities in
various jurisdictions around the world and
the ability of the group to use tax losses
within the time limits imposed by the various
tax authorities. See also reference to
taxation on page 48.
Other accounting areas requiring management
judgement or estimation
Post-retirement benefits
Valuation of the group’s pension schemes
and post-retirement medical benefit
schemes require various subjective
judgements to be made including mortality
assumptions, discount rates, general and
salary inflation, and the rates of increase
for pensions in payment and those
in deferment.
Associated British Foods plcAnnual Report and Accounts 2017
73
73
Misstatements
Management reported to the committee
that they were not aware of any material
or immaterial misstatements made
intentionally to achieve a particular
presentation. The auditor reported to
the committee the misstatements they
had found in the course of their work.
After due consideration the committee
concurred with management that these
misstatements were not material and
that no adjustments were required.
Internal financial control
and risk management
The committee is required to assist the
board to fulfil its responsibilities relating
to the adequacy and effectiveness of
the control environment, controls over
financial reporting and the group’s
compliance with the UK Corporate
Governance Code. To fulfil these duties,
the committee reviewed:
the external auditors’ management
letters and their Audit committee
reports;
internal audit reports on key audit
areas and significant deficiencies in
the financial control environment;
reports on the systems of internal
financial control and risk management;
reports on fraud perpetrated against
the group;
the group’s approach to IT, cyber
security and whistleblowing; and
reports on significant systems
implementations.
Internal audit
The Audit committee is required to assist
the board in fulfilling its responsibilities
for ensuring the capability of the internal
audit function and the adequacy of its
resourcing and plans. It reviews annually
internal audit’s Guidelines and Operating
Standards that outline the function’s
unrestricted scope, its purpose and
responsibilities to ensure they are
appropriate for the Company’s needs.
To fulfil its duties, the committee
also considered:
internal audit’s reporting lines and
access to the committee and all
members of the board;
internal audit’s plans and its
achievement of the planned activity;
the results of key audits and other
significant findings, the adequacy
of management’s response and
the timeliness of their resolution;
statistics on staff numbers,
qualifications and experience and
timeliness of reporting;
the nature and extent of non-audit
activity performed by internal audit; and
changes since the last annual
assessment of the significant financial
risks and the group’s ability to respond
to changes in its business and the
external environment.
Whistleblowing and fraud
The group’s whistleblowing policy
contains arrangements for an
independent external service provider
to receive, in confidence, complaints on
accounting, risk issues, internal controls,
auditing issues and related matters for
reporting to the Audit committee as
appropriate. The Audit committee
reviewed reports from internal audit
and the external service provider and
the actions arising therefrom.
The group’s anti-fraud policy has been
communicated to all employees and
states that all employees have a
responsibility for fraud prevention and
detection. Any suspicion of fraud should
be reported immediately and will be
investigated vigorously. The Audit
committee reviewed all instances of
fraud perpetrated against the Company
and the action taken by management
both to pursue the perpetrators and to
prevent recurrences.
External audit
Auditor independence
The Audit committee is responsible for
the development, implementation and
monitoring of policies and procedures
on the use of the external auditor for
non-audit services, in accordance with
professional and regulatory requirements.
These policies are kept under review to
ensure that the group benefits, in a cost-
effective manner, from the cumulative
knowledge and experience of its auditor
whilst also ensuring that the auditor
maintains the necessary degree of
independence and objectivity. The
committee’s policy on the use of the
external auditor to provide non-audit
services is in accordance with applicable
laws and takes into account the relevant
ethical guidance for auditors. Any non-
audit work to be undertaken by the
auditor requires authorisation by the
Group Finance Director and the Audit
committee prior to its commencement.
The committee also ensures that
fees incurred, or to be incurred, for non-
audit services both individually and in
aggregate, do not exceed any limits in
applicable law and take into account the
relevant ethical guidance for auditors.
The committee is required to approve
the use of the external auditor to provide:
accounting advice and training; corporate
responsibility and other assurance
services; financial due diligence in
respect of acquisitions and disposals;
and will consider other services when it
is in the best interests of the Company
to do so, provided they can be
undertaken without jeopardising
auditor independence. With effect
from 18 September 2016, tax services
including tax compliance, tax planning
and related implementation advice may
not be undertaken by the external
auditor. The aggregate expenditure
with the group auditor is reviewed by
the Audit committee. No individually
significant non-audit assignments
that would require disclosure were
undertaken in the financial year.
Associated British Foods plcAnnual Report and Accounts 2017Governance
74
74
CORPORATE GOVERNANCE
In accordance with the requirements
of the UK Corporate Governance Code
and other changes to the EU and UK
regulatory framework, the Audit
committee undertook a comprehensive
competitive tender for the external audit
during 2015 and the appointment of
Ernst & Young LLP to replace the
Company’s previous auditors was
approved by shareholders at the 2015
AGM and it was reappointed as
auditor at the AGM in December 2016.
Andrew Walton, the audit partner, has
held his role since Ernst & Young LLP’s
appointment in 2015. The Audit
Committee is satisfied with the auditor’s
effectiveness and independence and
has recommended to the board that
Ernst & Young LLP be reappointed
as the Company’s external auditor for
2017/2018. The Company has no current
retendering plans.
Compliance with the CMA Order
The Company confirms that, during the
period under review, it has complied
with the provisions of The Statutory
Audit Services for Large Companies
Market Investigation (Mandatory Use of
Competitive Tender Processes and Audit
Committee Responsibilities) Order 2014.
The Company has a policy that any
partners, directors or senior managers
hired directly from the external auditor
must be pre-approved by the Group HR
Director, and the Group Finance Director
or Group Financial Controller, with the
chairman of the Audit committee being
consulted as appropriate.
The Audit committee has formally
reviewed the independence of its auditor.
Ernst & Young LLP has provided a letter
confirming that it believes it remained
independent throughout the year,
within the meaning of the regulations
on this matter and in accordance with
its professional standards.
To fulfil its responsibility to ensure the
independence of the external auditor,
the Audit committee reviewed:
a report from the external auditor
describing arrangements to identify,
report and manage any conflicts of
interest, and policies and procedures
for maintaining independence and
monitoring compliance with relevant
requirements; and
the extent of non-audit services
provided by the external auditor.
The total fees paid to Ernst & Young LLP
for the year ended 16 September 2017
were £6.8m of which £0.5m related
to non-audit work. Further details are
provided in note 2 to the financial
statements.
Consideration is also given by the Audit
committee to the need to include the risk
of the withdrawal of the external auditors
from the market in its risk evaluation
and planning.
Auditor effectiveness
To assess the effectiveness of the
external auditor, the committee
reviewed:
the external auditor’s fulfilment of the
agreed audit plan and variations from it;
reports highlighting the major issues
that arose during the course of
the audit;
feedback from the businesses
evaluating the performance of
each assigned audit team; and
a report from the Audit Quality Review
Team of the Financial Reporting
Council (FRC).
The Audit committee holds private
meetings with the external auditor after
each committee meeting to review key
issues within their sphere of interest
and responsibility.
To fulfil its responsibility for oversight
of the external audit process, the Audit
committee reviewed:
the terms, areas of responsibility,
associated duties and scope of the
audit as set out in the external auditor’s
engagement letter;
the overall work plan and fee proposal;
the major issues that arose during the
course of the audit and their resolution;
key accounting and audit judgements;
the level of errors identified during the
audit; and
recommendations made by the
external auditor in their management
letters and the adequacy of
management’s response.
Auditor appointment
The Audit committee reviews annually
the appointment of the auditor, taking
into account the auditor’s effectiveness
and independence, and makes
a recommendation to the board
accordingly. Any decision to open the
external audit to tender is taken on the
recommendation of the Audit committee.
There are no contractual obligations that
restrict the Company’s current choice
of external auditor.
Associated British Foods plcAnnual Report and Accounts 2017 REMUNERATION REPORT
Annual statement by the Remuneration committee chairman
75
I am pleased to present the Directors’
Remuneration report for the year
ended 16 September 2017 on behalf
of the board.
This Remuneration report is split into
two sections:
• our directors’ remuneration policy
(as approved in December 2016); and
• the annual implementation report
on remuneration.
Remuneration policy and
shareholder engagement
In 2016 we revised our remuneration
policy to better align with our business
strategy. As a result of volatility in
world and European sugar prices,
we introduced an additional earnings
per share measure into the long term
incentive plan (LTIP). We also adopted
a return on average capital employed
modifier on the LTIP which adjusts the
calculated LTIP outcome downwards
if ROCE targets are not delivered.
We increased shareholding requirements
for our executive directors and
introduced a deferred award of shares
connected with the short term incentive
plan (STIP). We consulted extensively
with our largest shareholders and
their representative bodies on our
remuneration structure and, at last
year’s AGM, we received a 98.35%
vote in favour of our remuneration
report and a 97.19% vote in favour
of our remuneration policy. I would
like to thank our investors for their
constructive input and voting support.
We believe that the changes we made
to the policy are working well. Ongoing
volatility in sugar prices reinforces the
rationale for the approach that we have
taken on the LTIP and we are not
proposing to make any further changes
to our remuneration policy for either
2017/18 or 2018/19.
2014/15 STIP performance range
In setting our incentive targets
we have regard to the performance
potential of the different parts of
the business and of the whole.
The on-target performance level for
STIP is set at the start of each financial
year and is at, or close to, the budgeted
level of performance. The committee
then sets a range around the target to
both incentivise delivery of a stretching
performance and allow for limited under
performance due to events beyond
management control. The range itself
varies each year, taking into account
the risks and opportunities facing
the business.
Recognising that investors are keen
to understand the degree of stretch
in our incentive performance ranges,
but mindful of the competitive
sensitivity of such disclosure, we
decided in 2016 to disclose the
performance ranges that applied
to our STIP on a retrospective basis.
Targets relating to the 2014/15
award are detailed in this year’s
implementation report on page 88.
In 2014/15 Grocery, Agriculture,
Ingredients and Retail all increased their
profits. Sugar profit was substantially
lower than in the previous year as a
result of much weaker euro-denominated
EU sugar prices but the business made
great progress in reducing operating
costs. The financial element of the
STIP paid out at 38% of maximum and
the individual performance element
was just ahead of ‘on target’ for
both the Chief Executive and the
Finance Director.
2016/17 performance
and incentive outcomes
This year our performance has been
strong, with good operating profit
growth being delivered by the Retail,
Sugar and Ingredients businesses and
the Grocery and Agriculture businesses
performed well in challenging conditions.
Primark, in particular, delivered stronger
profit growth than expected when
STIP targets were set. Working capital
was also well managed throughout
the year. This is reflected in the 2016/17
STIP outcome, where both financial
performance measures were achieved
at maximum as defined under the plan.
Our LTIP target range for allocations
made in 2014 and vesting this year was
set before a further decline in EU sugar
prices resulted in a substantial fall in
profit from our sugar business in 2015.
This led to a fall in the group’s adjusted
earnings per share that year making
achievement of the three-year growth
target by 2017 considerably more
challenging. Some recovery in sugar
prices in 2017, a focus on continuous
improvement and excellent underlying
trading performances across the group
have driven growth in adjusted eps
over the three-year performance
period which has resulted in 51.02%
of allocated shares vesting to the
executive directors. We are pleased
that our performance this year has
resulted in this level of vesting after
the low and zero vesting outcomes
of the last two years.
2017/18 STIP and 2017-20 LTIP
performance ranges
The performance range for 2017/18
incentives has been set against a
background of much lower EU sugar
prices, an expectation of further growth
for Primark and no material benefit from
currency translation. Sterling weakness
against the US dollar will continue to
have an adverse transactional effect
on Primark’s margin in the first half
although a strengthening of the euro
against the US dollar will benefit margin
in the second half if current exchange
rates prevail. The STIP performance
range will be disclosed in the Directors’
Remuneration Report for 2020.
When setting the LTIP targets,
the committee conducts an analysis
of the challenges and growth
opportunities across the group over
the performance period. We believe
the target eps ranges detailed on
page 92 are stretching and that
achieving the on-target level of
performance will represent a good
performance for our shareholders
by the executive directors.
Charles Sinclair
Remuneration committee chairman
Associated British Foods plcAnnual Report and Accounts 2017Governance 76
This report
This report sets out:
• the remuneration policy that applies to executive and non-executive directors;
• how the policy, approved in 2016, was implemented;
• the amounts earned by our executive and non-executive directors in the year; and
• how we expect to implement the proposed remuneration policy in 2017/18.
The committee chairman’s letter, this introduction and the annual implementation report on directors’ remuneration
(set out on pages 86 to 93) will be subject to an advisory vote at the 2017 AGM. The vote will have advisory status in
respect of overall remuneration packages and will not be specific to individual levels of remuneration.
Compliance
Where information in this report has been audited by Ernst & Young LLP it has been clearly indicated. The report has been
prepared in line with the requirements of The Large and Medium-sized Companies Regulations, the recommendations
of the UK Corporate Governance Code and the requirements of the UKLA Listing Rules.
Role of the Remuneration committee
The committee is responsible to the board for determining:
• the remuneration policy for the executive directors and the Chairman taking into account remuneration trends across
the Company;
• the specific terms and conditions of employment of each individual director;
• the overall policy for remuneration of the Chief Executive’s first and second line reports;
• the design and monitoring of the operation of any Company share plans;
• stretching incentive targets for executive directors to encourage enhanced performance;
• an approach that fairly and responsibly rewards contribution to the Company’s long-term success; and
• other provisions of the executive directors’ service agreements and ensuring that contractual terms and payments made
on termination are fair to the individual and the Company, and that failure is not rewarded and loss is mitigated.
The committee’s remit is set out in detail in its terms of reference, which are reviewed regularly and were last updated in
September 2015. They are available at www.abf.co.uk/investorrelations, or from the Company Secretary’s office on request.
Members of the Remuneration committee
During the financial year and as at 7 November 2017, the committee comprised the Chairman, who was independent
on appointment, and the following members, all of whom are independent non-executive directors:
Role on committee
Independence
Year of appointment
Meetings attended
Charles Sinclair
Tim Clarke2
Javier Ferrán
Ruth Cairnie
Wolfhart Hauser
Richard Reid
Michael McLintock3
Chairman
Member
Member
Member
Member
Member
Member
Chairman1
Senior Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
2008
2004
2006
2014
2015
2016
2017
4
4
4
4
4
4
0
1
The Chairman was appointed Chairman of the Remuneration committee as he had the greatest prior experience of executive reward of any of the non-executive
directors. The Chairman ensures that all board members are kept informed of the remuneration setting process.
2 Tim Clarke retires from the Board on 30 November 2017.
3 Michael McLintock joined the Remuneration committee on 1 November 2017.
George Weston (Chief Executive), Des Pullen (Group HR Director) and Julie Withnall (Group Head of Reward) attended all
of the meetings of the committee. No individual was present when their own remuneration was being considered.
Remuneration committee advisors and fees
Following a competitive tender in 2003, Willis Towers Watson (WTW, then Towers Perrin) was selected to provide independent
advice to the committee. The committee has retained WTW in this role because it values the robust data and continuity of
advice provided over the long term. The committee remains satisfied that the advice from WTW is independent, thoughtful
and challenging and so has not put this out to tender. The committee will keep this position under review.
WTW is a member of the Remuneration Consultants Group and adheres to its code in relation to executive remuneration
consulting. The only other advice that WTW provides to the Company is in survey provision, job evaluation and remuneration
benchmarking. The fees paid to WTW for committee assistance over the past financial year totalled £50,848.
Associated British Foods plcAnnual Report and Accounts 2017REMUNERATION REPORT 77
Remuneration principles
Our remuneration approach takes into account our portfolio model, our market positioning for executive remuneration and our
remuneration principles.
Alignment, accountability
and doing the right thing
Our board is accountable for ensuring that the portfolio that we operate is the right one to
deliver optimal returns to shareholders and for ascertaining that the businesses are well run.
Line of sight
Clarity and simplicity
Fairness
Our remuneration policy aims to align executive rewards with shareholder value creation.
We aim to align remuneration and business objectives through performance measures
to which individuals have line of sight.
We believe that executive pay should be clear and simple for participants to understand.
The best way to achieve this is through alignment with business performance.
Total remuneration should fairly reflect the performance delivered and efforts made
by executives.
Alignment to strategy
Our remuneration structure is directly aligned with our strategic goals so that pay supports what we are trying to achieve.
Operating model
Strong balance
sheet and investments
Role of corporate
centre
Do the right thing
Organic growth
The corporate centre
agrees strategy and
budgets with our
businesses and closely
monitors performance.
Operational decisions
are made locally.
The corporate centre
creates the framework
for leaders to have
freedom in decision-
making and ensures
activities are supported
and monitored.
The STIP personal
targets for executive
directors are aligned
with the above.
The ROCE and eps
measures on the LTIP
will be achieved if the
divisions deliver on
their strategies.
We manage our
balance sheet to deliver
long-term financial
stability. We ensure
capital funding is
available to all of our
businesses where
returns meet or exceed
defined criteria.
The robust management
of the balance sheet
ensures that we are
able to deliver a
strong performance.
The LTIP eps and
ROCE targets hold
executives to account
for the performance
outcomes of their
investment decisions.
The corporate centre
provides selected
services and value-
adding capabilities
to the businesses.
Retention of the
individuals with these
key skills at the centre
is critical to our success.
STIP and LTIP
performance measures
under the policy should
ensure that outcomes
are linked with
successful performance
outcomes resulting from
management effort.
We manage the
business for the
long term.
In the short term we
may make decisions
that reduce profit
or increase working
capital. This impacts
STIP outcomes.
The deferred awards
mean that making the
right decisions in the
short term will deliver
value through share
price growth in the
following years.
We will disclose the
STIP performance range
when the deferred
awards vest. We will
then be in a position to
describe the short-term
outcome in the context
of its long-term impact.
We look for long-term
opportunities to invest
in the business.
We are committed to
increasing shareholder
value through
sound commercial
responsibility and
sustainable business
decisions that deliver
steady growth in
earnings and dividends.
The STIP deferred
awards and LTIP shares
will benefit from a
dividend equivalent,
paid at vesting. This
gives closer TSR
alignment. The number
of shares vesting will
reflect the outcomes
of the decisions made in
the performance period.
Associated British Foods plcAnnual Report and Accounts 2017Governance 78
Remuneration structures at a glance
The table below outlines the remuneration structure that will apply in 2017/18. Further details are set out in the directors’
remuneration policy and annual implementation report.
Remuneration element
Detail
Base salary
2018 salaries as follows:
Pension
• Chief Executive £1,090,000 (1.68% increase effective from 1 December 2017); and
• Finance Director £720,000 (1.98% increase effective from 1 December 2017).
Existing executive directors have benefits under the Company’s defined benefit scheme and/or
Employer Financed Retirement Benefit Scheme (EFRBS), which deliver a retirement benefit target
of around two-thirds of final remuneration at normal retirement age.
Future executive directors who are not already entitled to our defined benefit pension at the time
of appointment would benefit from a defined contribution arrangement with a Company contribution
(or cash equivalent) of 25% of salary.
Cash STIP
Maximum cash STIP 150% of salary:
• 20% of salary based on personal performance linked to strategic goals; and
• 130% of salary based on financial performance (currently adjusted operating profit with a working
capital multiplier).
Deferred award (shares)
Maximum deferred award 50% of salary:
• based on the same financial targets as the cash STIP financial element;
• shares vest three years after grant;
• a dividend equivalent payment is made, pro rata to the number of shares vesting, at the release date; and
• following release, and the payment of any taxes due, at least 50% of net shares must be held until
the shareholding requirement is met.
Awards are settled using shares purchased in the market.
LTIP
Maximum LTIP award 200% of salary:
• awards made annually;
• target vesting is half of maximum and threshold vesting is 10% of maximum;
• a portion (40% for the 2017 allocation) of the shares vest based on performance against a group
adjusted eps range with a three-year average group ROCE moderator;
• a portion (60% for the 2017 allocation) of the shares vest based on performance against an adjusted
eps range with a three-year average ROCE moderator. For both measures the Sugar profit will be
removed and, for the eps measure, interest and tax attributable to Sugar will be removed on a
pre-defined basis;
• a dividend equivalent payment is made, pro rata to the number of shares vesting, at the release date;
• the committee will retain discretion to ensure that outcomes under the plan are consistent with
overall performance and to ensure that the element with Sugar performance removed does not lead
to unintended consequences;
• the LTIP performance range for 2017–20 is shown on page 92; and
• following release, and the payment of any taxes due, at least 50% of net shares must be held
until the shareholding requirement is met.
Awards are settled using shares purchased in the market.
Shareholding requirement
Shareholding target of 250% of salary for the Chief Executive and Finance Director to be met using
beneficially-owned shares. Conditional share awards, including deferred awards, do not count towards
this limit as shown on page 89. Shares that have vested and are subject to a holding period do count
towards this limit.
Associated British Foods plcAnnual Report and Accounts 2017REMUNERATION REPORT 79
Illustration of incentive model
The chart below shows the approach that we apply to incentives.
Performance and release timing
% of base
Yr 1
Yr 2
Yr 3
Yr 4
Yr 5
Cash STIP –
Personal objectives
Cash STIP – Financial
Adjusted operating profit x
working capital modifier
(0.8 to 1.2x)
20%
130%
Performance
Cash payment (subject to malus/clawback)
Performance
Cash payment (subject to malus/clawback)
Deferred award (shares) –
Financial
As above
Performance
Deferral
Absolute TSR alignment
50%
LTIP – Adjusted EPS excluding
Sugar x moderator based
on three-year average ROCE
excluding Sugar (0.8 to 1x)
120%1
Performance
Vests at end of year 3
Absolute TSR alignment
LTIP – Adjusted EPS x moderator
based on three-year average
group ROCE (0.8 to 1x)
80%1
Performance
Vests at end of year 3
Absolute TSR alignment
Shareholding
requirement
Absolute TSR alignment
250%
1 Weighting shown applies for 2017–20 but may change each year.
Release of shares (subject to malus/clawback)
Disclosure of performance range that applied to cash STIP
and deferred award (shares)
Holding
Holding
Release of
shares (subject
to malus/
clawback)
Release of
shares (subject
to malus/
clawback)
Associated British Foods plcAnnual Report and Accounts 2017Governance 80
REMUNERATION POLICY FOR EXECUTIVE DIRECTORS
This report sets out our remuneration policy, which applied from the close of the AGM on 9 December 2016. The committee
does not expect to revise the remuneration policy until 2019. For unvested share awards only, the provisions of the remuneration
policy presented in the 2013 and 2014 Remuneration reports will continue to apply until such time as all long-term incentive
awards granted under those policies have vested or lapsed.
BASE SALARY
(100% CASH)
Element and purpose
To provide core reward
for the role, recognising
responsibility for setting
and delivering the strategy.
BENEFITS
(EXCLUDING RELOCATION
AND PENSION)
Element and purpose
To provide a competitive
and cost-effective benefits
package appropriate to
the role.
PENSION
Element and purpose
To provide a competitive
retirement benefit in
line with best practice
standards adopted by
major companies in the
UK and continental Europe.
CASH SHORT TERM
INCENTIVE PLAN (STIP)
Element and purpose
To encourage and reward
the attainment of challenging
financial targets and the
achievement of personal
performance objectives
over a one-year period.
Operation and link to business strategy
Base salaries are normally reviewed on an annual basis or following
a significant change in responsibilities. Factors taken into account
include market pay movements, the level of increases awarded
to UK employees across the group and the impact of any increase
on the total remuneration package. If there is a significant change
in role scope, remuneration will be adjusted to reflect this.
Maximum opportunity
Increases will be aligned
with those available for
other UK employees.
Operation and link to business strategy
Benefits are restricted to typical UK market levels for executive
directors and include, but are not limited to, death in service payment,
permanent health insurance, company car plus private fuel,
family healthcare and, where relevant, fees to maintain
professional memberships.
Maximum opportunity
The cost of benefits is not
expected to exceed 10%
of salary but is dependent
on factors that can vary.
Operation and link to business strategy
Defined benefit (DB) pension arrangements – closed to
new members
The current executive directors are members of the Company’s
DB pension scheme. The scheme is designed to provide retirement
benefits of around two-thirds of final remuneration at age 65
(62 for John Bason). Both executive directors opted out of the
scheme on 5 April 2006, but retain their accrued benefits. Since then
they have earned benefits in an EFRBS. The EFRBS is designed to
broadly mirror the provisions of the DB pension scheme.
Defined contribution pension arrangements
Future executive directors, who are not already entitled to DB pension
arrangements at the time of appointment, will benefit from a defined
contribution arrangement, with a Company contribution of 25%
of base salary.
Cash alternative
Where a UK-based pension arrangement is not possible, or is not
tax-efficient, a cash supplement equivalent to the normal pension
contribution may be paid in lieu of pension contributions.
Operation and link to business strategy
Performance measures and target-setting
Group financial performance is assessed against prime financial and
strategic measures used across the group on a day-to-day basis to
drive and monitor performance. The personal element of the STIP
is based on personal targets aligned to our strategic goals.
The on-target performance level is set at the start of each financial
year and is at or around the budgeted level of performance, taking
into account any early re-forecasts. The committee then sets a range
around the target to incentivise delivery of stretching performance.
Retrospective disclosure of targets
Achievement against financial targets will be disclosed after the
end of the relevant financial year in that year’s Remuneration report
and the performance range that applied to financial targets will be
disclosed when the deferred awards vest.
Discretion, clawback and malus
Please refer to the notes that follow this table.
Maximum opportunity
For directors entitled to
benefits under the DB scheme
and/or EFRBS, a retirement
benefit target of circa two-thirds
of final remuneration is payable
at normal retirement age.
Otherwise, executives may
receive Company contributions
(or cash equivalent) up to a
maximum of 25% of base salary.
Maximum opportunity
STIP cash of 150%
of base salary.
In exceptional circumstances,
such as the appointment
of a new Chief Executive,
this could be increased to
200% of base salary to correct
any shortfall against market.
Any increase would take into
account adjustments in other
elements of the package
to ensure that the total was
not excessive.
Associated British Foods plcAnnual Report and Accounts 2017REMUNERATION REPORT 81
Maximum opportunity
Shares worth 50% of base
salary at allocation.
In exceptional circumstances,
such as the appointment
of a new Chief Executive,
this could be increased to
100% of base salary to correct
any shortfall against market.
Any increase would take into
account adjustments in other
elements of the package to
ensure that the total was
not excessive.
At maximum, 100% of the
allocated shares vest; at target
50% vest; at threshold 10%
vest; and below threshold
awards lapse.
Maximum opportunity
200% of base salary
at allocation.
In exceptional circumstances,
such as the appointment of
a new Chief Executive, this could
be increased to 300% of base
salary to correct any shortfall
against market. Any increase
would take into account
adjustments in other elements
of the package to ensure that
the total was not excessive.
At maximum, 100% of the
allocated shares vest; at target
50% vest; at threshold 10%
vest; and below threshold
awards lapse.
DEFERRED AWARDS
(SHARES)
Element and purpose
To encourage and reward the
attainment of challenging
financial targets.
To facilitate the operation
of malus and clawback.
To align the interests of
executives and shareholders.
To promote executive
retention.
Operation and link to business strategy
Performance measures and target-setting
Annual allocations of conditional shares vest based on performance
in year one and a further service period of two years. The performance
measures and targets are the same as for the financial element of
the cash STIP.
Vesting period
Shares vest following the announcement of results three years
after the start of the relevant STIP performance period.
Calculation of outcomes, discretion, clawback and malus
As for the financial element of the cash STIP.
Dividend equivalents
A cash or shares dividend equivalent payment will be made,
pro rata to the number of shares vesting, at the release date.
LONG TERM INCENTIVE
PLAN (LTIP)
Element and purpose
To reward long-term
business growth.
To align the interests of
executives and shareholders.
To promote executive
retention.
Operation and link to business strategy
Performance measures and target-setting
% of award Measure
to be set
annually
Growth in adjusted eps. The calculated outcome may then
be moderated downwards to reflect ROCE performance.
Growth in adjusted eps with the operating profit, tax
and interest of Sugar removed. The calculated outcome
may then be moderated downwards to reflect ROCE
performance with the profit and average capital
employed of Sugar removed.
These measures reflect our strategy and take into account feedback
from investors. They are well understood both by participants and
shareholders and reduce the impact of sugar price volatility on
long-term growth-based incentive outcomes.
Targets are set for each allocation, taking into account the shape
of the portfolio, market expectations and internal forecasts for
the next few years, and the scale of investments made.
Vesting period
Annual allocations of conditional shares will be free of restrictions
after a five-year period, comprising a three-year performance period
and a two-year holding period for the net of tax award.
Discretion, clawback and malus
Please refer to the notes that follow this table.
Dividend equivalents
A cash or shares dividend equivalent payment will be made,
pro rata to the number of shares vesting, at the release date.
Operation and link to business strategy
This is not part of our formal remuneration policy. Details of our current requirement are provided
in our annual implementation report on page 89.
SHAREHOLDING
REQUIREMENT
Element and purpose
To demonstrate commitment
to the success of the
Company and to align
executives’ interests with
those of shareholders we
require executives to build
up a significant level
of shareholding.
Associated British Foods plcAnnual Report and Accounts 2017Governance 82
REMUNERATION POLICY FOR EXECUTIVE DIRECTORS CONTINUED
NON-EXECUTIVE
DIRECTORS’ FEES
Element and purpose
To attract and retain a
high-calibre chairman and
non-executives by providing
a competitive core reward
for the role.
Operation and link to business strategy
Non-executives
The Chairman and executive directors review non-executive directors’ fees every other year in the light
of fees payable in comparable companies and by reference to the time commitment, responsibility and
technical skills required to make a valuable contribution to an effective board. Fees are paid in cash on
a quarterly basis and are not varied for the number of days worked. Non-executive directors receive
no other benefits and take no part in any discussion concerning their own fees.
The Senior Independent Director and committee chairmen are each paid an additional fee to reflect
their extra responsibilities and greater time commitment. As the chair of the Remuneration committee
and the Nomination committee is currently the Company Chairman, no fee is paid for these roles
at present.
Chairman
The Remuneration committee (under the chairmanship of the Senior Independent Director) reviews
the Chairman’s fees, which are paid monthly in cash. In addition to his fee, the Chairman also receives
private medical insurance for himself and his spouse.
Shareholding
We encourage our non-executive directors to build up a shareholding of at least 100% of their annual fee.
Expenses
We reimburse reasonable expenses incurred in travelling on behalf of the business. As HMRC regards
travel to the head office as a benefit in kind, we pay any tax due on such expenses on a grossed-up basis.
Notes to the remuneration policy table
Malus and clawback
The committee may, at any time within two years of an LTIP vesting or STIP being paid, determine that clawback shall apply if
the committee determines that performance outcomes were misstated or an erroneous calculation was made in assessing the
extent to which performance targets were met. LTIP and STIP payments can be clawed back if the participant is found at any
time prior to vesting/payment, including prior to grant, to have committed an act or omission which, in the opinion of the
committee, would have justified summary dismissal.
As a condition of participating in the STIP and LTIP, all participants are required to agree that the committee may cause any STIP
or LTIP award in which they participate to lapse (in whole or in part); and/or operate clawback under any LTIP or STIP in which
they participate; and/or reduce any amounts otherwise payable to them; and/or require the participant to immediately transfer
shares or cash back to the Company.
Discretion
The committee will apply discretion, where necessary and by exception, to ensure that there are no unintended consequences
from the operation of the remuneration policy. The committee applies a robust set of principles to ensure that incentive outcomes
are consistent with business performance and aligned with shareholder interests. Any material exercises of discretion by the
committee in relation to the STIP and LTIP will be in line with scheme rules, or other applicable contractual documentation, and
will be fully disclosed and explained in the relevant year’s annual implementation report.
Executive directors serving as non-executive directors
To encourage self-development and allow external insight and practice, the committee has determined that, with the consent
of both the Chairman and the Chief Executive, executive directors may serve as non-executive directors of other companies
in an individual capacity, retaining any fees earned.
How pay and conditions of employees were taken into account when setting the directors’ remuneration policy
The group is geographically dispersed and therefore subject to very different pay markets. As a result, it is difficult to make
sensible comparisons with all employees across the group and the salaries of executive directors are therefore reviewed in line
with the group’s UK employees. In December 2016, when the on-target salary increase for employees in the UK was between
1.25% and 3%, the Chief Executive received a salary increase of 2%.
As outlined in the policy table, the committee limits the range of salary increases for executive directors to the range of increases
available to UK-based employees unless there has been a change of role.
The executive directors have a greater proportion of their total reward package at risk than other employees. This means that
in years of very good performance, the Chief Executive’s package increases proportionately more than that of other employees
and conversely in years of lower performance it may be proportionately less.
The structure and principles of incentives are consistent further down the organisation. The committee is provided with data
on the remuneration structure for two tiers of senior management below the executive directors and uses this information to
work with the Company to ensure consistency of approach. In addition, the committee approves all share-based LTIP awards
across the group.
Associated British Foods plcAnnual Report and Accounts 2017REMUNERATION REPORT 83
The Company did not consult with employees when drafting this remuneration policy. Employees are able to feed back
their opinions through employee opinion surveys or directly to the Company’s management.
Statement of consideration of shareholders’ views
Each year the chairman of the committee invites our larger institutional shareholders to discuss with him their views on
the group’s remuneration, strategy and governance. The feedback received and our response is detailed in the letter from
the Chairman at the start of this report.
The committee chairman is available to discuss with shareholders any remuneration matters that will help shape our policy
and practice.
Approach to recruitment remuneration
Area
Overall
Policy and operation
As we may need to recruit future executive directors from outside the UK or from companies with
more aggressive incentive policies than our own, the arrangements below are intended to provide
the necessary flexibility to recruit the right individuals.
For internal appointments, awards in respect of the prior role may be allowed to vest according to
the terms of the scheme, adjusted as relevant to take account of the new appointment. In addition,
ongoing prior remuneration obligations may continue.
The rationale for the package offered will be explained in the subsequent annual implementation report.
We apply the same policy for new joiners as for existing executive directors.
Salary
Salary would be set at an appropriate level to recruit the best candidate, based on their skills,
experience and current remuneration, taking into account market data and internal salary relativities.
Relocation
If a new executive director needs to relocate, the Company may pay:
Buy-out awards
• actual relocation costs and other reasonable expenses relating to moving house;
• disturbance allowance of up to 5% of salary, some of which may be tax-free for qualifying expenditure;
• school fees for dependent children where there are cultural or language considerations;
• medical costs for the overseas family, where relevant;
• one business class return fare per annum each for the executive, his/her partner and dependent
children in order to maintain family or other links where an executive is recruited from outside the UK;
• reasonable fees and taxes for buying and/or selling a family home and/or appropriate rental costs; and
• any tax due, grossed up, on any relocation-related payments listed above.
In addition to normal incentive awards, buy-out awards may be made to reflect value forfeited through
an individual leaving their current employer. If a buy-out award is required, the committee would aim
to reflect the nature, timing and value of awards foregone in any replacement awards. Awards may
be made in cash or shares. Where performance conditions applied to a forfeited award, they will be
applied to the replacement award.
In establishing the appropriate value of any buy-out, the committee would also have regard to the value
of the other elements of the new remuneration package. The committee would aim to minimise the
cost to the Company, however, buy-out awards are not subject to a formal maximum. Any awards
would be broadly no more valuable than those being replaced.
Where possible, we would specify that 50% of any vested buy-out awards should be retained until
the shareholding requirement is met.
Other elements
Benefits, pension, cash STIP, deferred awards, LTIP and shareholding requirements will operate in line
with the remuneration policy.
Non-executives
Fees would be in line with the remuneration policy.
We would not pay to relocate a non-executive director to the head office location.
Associated British Foods plcAnnual Report and Accounts 2017Governance 84
Service contracts and policy on payment for loss of office
Provision
Policy and operation
Notice period
12 months’ notice by either the director or the Company.
Contracts are available for inspection at the Company’s offices. Contracts and service agreements are not reissued
when base salaries or fees are changed. Pension arrangements have been amended, as described in the policy table,
without reissuing contracts.
Non-compete
During employment and for 12 months thereafter.
Executive
directors –
contractual
termination
payments
Resignation
No payments on departure, even if, by mutual agreement, the notice period is cut short.
Departure not in the case of resignation
Service contracts allow for the Company to terminate employment by paying the director in lieu of some or all of
their notice period. The Company may determine that such a payment is made in monthly instalments or as a lump
sum. A payment in lieu of notice will comprise the salary, benefits and pension provision that the director would
otherwise have received during the relevant period. The Company is committed to the principle of mitigation and
would reduce monthly instalments to take account of amounts received from alternative employment.
In limited circumstances, the Company may permit an executive director to work for us as a contractor or employee
after the end of their notice period for a limited period to ensure an effective hand-over and/or to allow time for a
successor to be appointed.
Settlement agreement
The committee may agree payments it considers reasonable in settlement of legal claims. This may include an
entitlement to compensation in respect of their statutory rights under employment protection legislation in the
UK or in other jurisdictions. The committee may also include in such payments reasonable reimbursement of
professional fees in connection with such agreements.
In this, or the above scenario, the committee may make reasonable payments in respect of outplacement and may
also agree to provide other ancillary or non-material benefits in connection with departure (including for a defined
period after departure) not exceeding a value of £5,000 in aggregate.
Relocation support Good leaver*
If an executive was recruited from overseas and relocated to the UK at the start of his/her employment, his/her
repatriation may be paid.
Leaver due to resignation/misconduct/poor performance
No payment would be made.
STIP
Good leaver*
The committee will consider making a payment pro rata for time and performance, for the financial year in which
the termination/death took place. Any agreed payment will be made in the December following the year end.
In the case of death, payment may be accelerated. This is consistent with the approach for other STIP participants.
Resignation
If an executive director ceases to be employed before, or is under notice when, full year results are published,
no award will be made.
Leaver due to misconduct/poor performance
No payment will be made.
LTIP and deferred
awards (shares)
Good leaver*
Where the performance condition on deferred awards has already been achieved and the award is subject to
a service condition, it will vest at the usual vesting date.
For other allocations, the committee will decide the extent to which they vest having regard to the extent to which
any performance condition is satisfied and, unless the committee determines otherwise, pro-rating to reflect the
period from the start of the performance period until the date of cessation.
Such awards will vest on the normal vesting date or at such other date as the committee determines.
In the case of death, vesting may be accelerated. Awards or portions of awards that do not vest will lapse.
Leaver due to resignation/misconduct/poor performance
All conditional awards lapse.
Change of control of the Company
In the event of a change of control, all unvested awards under the LTIP would vest, subject to the committee taking
into account the extent that any performance conditions attached to the relevant awards have been achieved and,
unless the committee determines otherwise, the proportion of the performance period worked by the director prior
to the change of control. For deferred awards, all will vest on the event of a change of control.
Associated British Foods plcAnnual Report and Accounts 2017REMUNERATION REPORT 85
Provision
Policy and operation
Non-executive
directors –
contractual
termination
payments
Appointment is for three years unless terminated by either party on six months’ notice. Continuation of the
appointment is contingent on satisfactory performance and re-election at annual general meetings. Non-executive
directors are typically expected to serve two three-year terms, although the board may invite them to serve for
an additional period.
Our Articles of Association require that all directors retire from office if they have not retired at either of the
preceding two annual general meetings. In any event, at this year’s annual general meeting, all directors are
standing for election or re-election in compliance with the UK Corporate Governance Code.
Where an individual retires at the annual general meeting and does not stand for re-election, they are not paid
in lieu of notice.
* Good leavers are those leaving by reason of ill health/injury/disability/death, redundancy, retirement or because their employing company is being transferred
outside the group or for any other reason determined by the committee.
Executive directors’ reward potential
George Weston (£000)
John Bason (£000)
6,000
5,000
4,000
3,000
2,000
1,000
38.0%
9.6%
28.9%
6,000
5,000
4,000
3,000
2,000
30.4%
7.7%
24.2%
3.2%
12.4%
76.8%
7.6%
100%
37.7%
23.5%
1,000
100%
79.9%
2.7%
10.8%
6.6%
36.2%
9.2%
27.7%
26.9%
28.3%
7.2%
22.6%
41.9%
0
Minimum
Threshold
On-target
Maximum
0
Minimum
Threshold
On-target
Maximum
Fixed elements
Annual variable element
(deferred awards)
Annual variable element
(cash STIP)
Long-term variable element
(LTIP)
Fixed elements
Annual variable element
(deferred awards)
Annual variable element
(cash STIP)
Long-term variable element
(LTIP)
Notes 2017/18 Policy
1
Fixed elements for George Weston comprise salary (net of pension-related salary sacrifice) of £1,062,760, benefits of £16,032 and pension of £247,352
and applies to minimum, threshold, on-target and maximum performance.
Fixed elements for John Bason comprise salary (net of pension-related salary sacrifice) of £693,593, benefits of £17,943 and pension of £336,575 and
applies to minimum, threshold, on-target and maximum performance.
Cash STIP is calculated on base salary at the end of the financial year and both the deferred awards and LTIP share values are calculated on base salary
at the date of allocation and exclude share price movement and dividend equivalents.
2
3
4 Minimum:
No cash STIP, deferred awards or LTIP vesting for not achieving threshold performance.
5 Threshold:
Cash STIP of 12% of base salary (12% of base salary for threshold financial performance and 0% for not achieving threshold personal performance).
Deferred awards vesting at 10% of maximum (i.e. 5% of grant date base salary). LTIP vesting at 10% of maximum (i.e. 20% of grant date base salary)
following achievement of threshold performance targets.
6 On-target:
Cash STIP of 78.33% of base salary (65% for target financial performance and 13.33% for target personal performance). Deferred awards vesting at 50%
of maximum (i.e. 25% of grant date base salary). LTIP vesting at 50% of maximum (i.e. 100% of grant date base salary).
7 Maximum:
Cash STIP of 150% of base salary (130% for maximum financial performance and 20% for achieving maximum personal performance). Deferred awards
vesting at 100% of maximum (i.e. 50% of grant date base salary). LTIP vesting at 100% of maximum (i.e 200% of grant date base salary).
Associated British Foods plcAnnual Report and Accounts 2017Governance
86
Annual implementation report on directors’ remuneration
This report sets out the elements of remuneration paid to directors in respect of the financial year 2016/17. The notes to the
single figure table provide further detail on the elements that make up the total single figure of remuneration in respect of
each of the executive directors.
This report is subject to an advisory vote at the 2017 AGM.
Single total figure of remuneration – executive directors (audited information)
Salary or fees
Taxable benefits
Pensions
STIP6
LTIP7
Single
total figure
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
£000
2017 2
2016 1,2
2017
2016
2017
2016
2017
2016
2017
2016
2017
2016
1,042
678
1,038
676
163
184
16
21
609
506
711 2,179 1,368 1,009
665
576 1,435
945
– 4,855
3,133
– 3,302 2,218
405
95
–
74
–
74
74
74
94
395
94
16
74
54
74
74
74
40
15
–
–
–
–
–
–
–
–
1
–
–
–
–
–
–
–
–
406
95
–
74
–
74
74
74
94
396
94
16
74
54
74
74
74
40
Executive directors
George Weston
John Bason
Non-executive directors
Charles Sinclair
Tim Clarke
Lord Jay8
Javier Ferrán
Peter Smith9
Emma Adamo
Ruth Cairnie
Wolfhart Hauser
Richard Reid10
1
2
For all directors, the salary or fee shown reflects the fact that in the 2016 financial year there was a 53rd week. These numbers are disclosed on an accruals
basis, consistent with the calculation of financial results. The actual cash amounts paid were in line with the annual amounts stated in the policy and
implementation reports.
For executive directors, the salary in the year is not the same as a weighted average of the headline salaries, since salary actually paid is reduced for pension-
related salary sacrifices. The benefit of these salary sacrifices is captured in the increase in pension entitlements for which a remuneration value is shown in the
pensions column.
3 The value of George Weston’s benefits comprised £14,161 taken in cash and £1,871 taxed as benefits-in-kind.
4 The value of John Bason’s benefits comprised £14,161 taken in cash and £3,782 taxed as benefits-in-kind.
5 The value of Charles Sinclair’s benefits is taxed as a benefit-in-kind.
6
Comprises the annual bonus, which is paid in December in respect of the preceding financial year, and the value of deferred share awards calculated based on
the average mid-market closing price over the last quarter of the 2016/17 financial year of 3060.82p. These shares are now subject to a two-year deferral period.
For George Weston this comprises a cash element of £1,553,650 and a deferred award value of £624,989. For John Bason this comprises a cash element
of £1,023,700 and a deferred award value of £411,619.
No shares vested under the LTIP for 2013–16. 51.02% of the shares under the LTIP for 2014–17 will vest in November 2017. George Weston will receive 32,969
shares and John Bason will receive 21,716 shares. As required by UK regulations, vesting under the LTIP for 2014–17 has been estimated using the average
mid-market closing price over the last quarter of the 2016/17 financial year of 3060.82p. Vesting will be on 24 November 2017 and a figure recalculated for the
actual share price on that date will be presented in the 2018 report.
7
8 Lord Jay retired from the board on 30 November 2015.
9 Peter Smith retired from the board on 13 April 2016.
10 Richard Reid joined the board on 14 April 2016.
Additional notes to the single total figure of remuneration – executive directors (audited information)
Single total figure – base salary
Executive directors’ salaries were reviewed on 1 December 2016 in accordance with normal policy and were increased in line
with average increases for the Company’s UK-based employees.
George Weston
John Bason
Dec 2015
Increase in Dec 2016
Dec 2016
£1,051,000
£692,200
2.0%
2.0%
£1,072,000
£706,000
Single total figure – taxable benefits
The taxable values of a fully-expensed company car, family private medical insurance, permanent health insurance, life assurance
and an annual medical check-up are included in the table of directors’ remuneration.
Associated British Foods plcAnnual Report and Accounts 2017REMUNERATION REPORT 87
Pensions
Both directors opted out of the Associated British Foods Pension Scheme, a defined benefit scheme, on 5 April 2006,
and since then have earned benefits in an EFRBS.
George Weston
George Weston has an overall benefit promise of 1/45th of final pensionable pay for each year of pensionable service up to 5 April 2016
and 1/50th of final pensionable pay for each year of pensionable service thereafter, subject to a maximum of 2/3rds of final remuneration.
He opted out of the Associated British Foods Pension Scheme on 5 April 2006 and has a deferred benefit in the Scheme; the balance
of the promise is provided under an EFRBS. His pension benefits are payable from age 65. There is no additional benefit entitlement for
members if they take early retirement. His accrued pension at 16 September 2017 was £584,186.
John Bason
John Bason has an overall benefit promise at normal retirement date of 2/3rds of final pensionable pay, less an allowance for retained
benefits from his previous employment. He opted out of the Associated British Foods Pension Scheme on 5 April 2006 and has a deferred
benefit in the Scheme; the balance of the promise is provided under an EFRBS. His pension benefits are payable from age 62. There is
no additional benefit entitlement for members if they take early retirement. His accrued pension at 16 September 2017 was £369,275.
Short Term Incentive Plan – 2016/17
The table below shows outcomes against the specific measures in the year.
Measures
Achievements against performance measures
Threshold 15% salary
Target 65% salary
Maximum 108.3% salary
A – Operating profit
15.0
Threshold x 0.8
Target x 1
B – Working capital as % of revenue
0.8
108.3%
108.3
Maximum x 1.2
1.2x
108.3
Threshold 12% salary
Target 65% salary
Maximum 130% salary
A x B – Total financial
12.0
Threshold 0% salary
Target 13.3% salary
Maximum 20% salary
130%
108.3
C – Personal – George Weston
C – Personal – John Bason
0
Threshold 12% salary
Target 78.3% salary
Maximum 150% salary
20
14.93%
15%
(A x B) + C – Total STIP – George Weston
(A x B) + C – Total STIP – John Bason
12
144.93%
145%
150
Our financial performance has been strong this year, with good operating profit growth in the Retail, Sugar and Ingredients
businesses. Primark, in particular, delivered stronger profit growth than expected when STIP targets were set. Working capital
was also well managed throughout the year. This is reflected in the 2016/17 STIP outcome shown above.
Following a review of personal performance against specific objectives for the 2016/17 financial year, the committee determined
that George Weston will receive 14.93% of salary in relation to performance that was good against set objectives, with our
businesses performing well and a strong business response to the risks and opportunities that Brexit presents. John Bason will
receive 15% of base salary for the individual element of the annual bonus, reflecting strong progress against objectives and in
shaping the finance function for the future. Personal objectives set for each of the executive directors were closely aligned to
the overall strategy of the group but additional details will not be disclosed because of commercial sensitivity.
Retrospective disclosure of STIP performance range
We will disclose the target ranges that applied to 2016/17 STIP awards once the deferred awards are released in November 2019,
two years from the end of the annual performance period. We expect the directors to make the right decisions for the long-term
performance of the business, even if this reduces their incentive pay-out under the STIP. This timing is deemed appropriate
as when we do disclose the performance target ranges that applied, we wish to be able to add any commentary that will help
investors to understand the performance outcomes. In most cases, this is not appropriate immediately following the end of the
performance year as the information remains commercially sensitive at this time. For these reasons, we believe that this delayed
disclosure is appropriate and in shareholders’ interests.
Associated British Foods plcAnnual Report and Accounts 2017Governance 88
STIP performance range 2014/15
The table below details the financial performance ranges that applied in 2014/15 and the calculated outcome, which was
equivalent to 38.03% of maximum on the financial element. Personal performance outcomes were disclosed in 2014/15
and were just ahead of target.
A = Operating Profit
B = Working Capital as a % of sales
A x B
1,053.50
16.16%
1,108.50
15.10%
1,163.50
14.04%
1,092.00
15.16%
50.00%
x0.9887
49.44%
Threshold
Target
Maximum
2014/15
Outcome
STIP as % of salary
(maximum 130% of base salary)
When this range was set, performance in the prior year had benefited from high European sugar prices. The committee spent
considerable time determining what the appropriate approach to STIP target-setting was in an environment where budgeted
performance was expected to decline slightly compared with the prior year outturn. Previously the committee had held a view
that incentives should not be paid for performance that lagged the prior year. They concluded that, whilst this was a good
approach, it should not hold in exceptional circumstances where external circumstances, such as sugar pricing, impacted on
budget expectations. The threshold was set at a level that the committee felt was right for the business and fair to investors.
Long Term Incentive Plan – 2014–17
The performance measures for each three-year LTIP cycle are set by the committee. Awards are made annually, at the discretion
of the committee, and eligible executives receive shares at the end of the performance period, subject to achievement of the
performance measures.
For the 2014–17 cycle, after adjustment for a change in the way that sugar cane roots are accounted for, the adjusted EPS
performance range was 120.11p for threshold vesting, 130.67p for target vesting and 141.94p for maximum vesting.
The board encourages management to take action, at the most appropriate time, for the long-term benefit of the business
and the Remuneration committee reviews any impact this may have on incentive outcomes. This includes the restructuring
and reorganisation of our businesses to ensure the optimisation of performance for the long term.
This year our executives have taken right and prudent action in restructuring some of the businesses but the cost of this
restructuring, which has been charged in arriving at adjusted earnings per share, was greater than usual.
The Remuneration committee has examined the relevant costs in detail and decided that, in line with the discretion afforded
to them under our remuneration policy, the measure used for LTIP purposes this year should not be reduced by the cost of
this restructuring, over and above the typical annual level of such costs. The committee last exercised its discretion on the
LTIP in 2013 when incentive outcomes were reduced.
Scheme interests (audited information)
LTIP allocations in 2016
Under the remuneration policy that was approved in 2016, conditional share awards were granted under the LTIP on
12 December 2016. In addition, further awards were made during the year, following approval by the committee, to new
starters or newly-promoted individuals who were eligible to participate. The share price used to determine the number of
shares in an allocation was the average of the closing share prices on the five trading days immediately preceding the award
date. All awards are settled using shares bought in the market.
The table below details the conditional share interests awarded to the executive directors during the year in respect of the
2016-19 LTIP. The awards made were in line with the existing remuneration policy and are subject to performance conditions
over the vesting period.
Executive directors
Award date Vesting date
George Weston
John Bason
12/12/16
12/12/16
25/11/19
25/11/19
Maximum award
Shares vesting
% of
salary
200%
200%
Face value
at grant
£000
Market price
at grant
2,144
1,412
2625.0p
2625.0p
Maximum
81,676
53,790
Target
(50% of
maximum)
Threshold
(10% of
maximum)
Below
threshold
(0% of
maximum)
40,838
26,895
8,168
5,379
–
–
Associated British Foods plcAnnual Report and Accounts 2017REMUNERATION REPORT 89
In setting this target, the committee took into account:
• the volatility present in many of the non-sugar markets in which the group operates;
• the scale of investment made in the pursuit of long-term growth;
• the results of the long-term incentives to date;
• market expectations;
• internal forecasts for the next few years; and
• advice from their appointed remuneration advisors.
As outlined in the remuneration policy, there will be a further two-year holding period in place for the net of tax shares after vesting.
Deferred award allocations in 2016
On 12 December 2016, the executive directors were allocated conditional deferred share awards. These were subject to
the same financial performance measures as the 2016/17 STIP with vesting in November 2019, subject to continued service.
As the STIP financial performance target was met in full, all of the shares will now be subject to the service period, ending in
November 2019.
Executive directors
Award date
Vesting date % of salary
George Weston
John Bason
12/12/16
12/12/16
25/11/19
25/11/19
50%
50%
Face value
at grant
£000
536
353
Market price
at grant
2625.0p
2625.0p
Shares
allocated
20,419
13,448
Shares
lapsing based
on 2016/17
performance
–
–
Shares
now subject
to service
condition
20,419
13,448
In addition to the interests granted in the year, the executive directors have the following conditional interests in ABF shares.
Executive directors
Scheme name
Date of award
and vesting
Market price
at grant
Maximum
(shares)
George Weston
John Bason
Long Term Incentive Plan
Long Term Incentive Plan
Long Term Incentive Plan
Long Term Incentive Plan
24/11/14 – 24/11/17
23/11/15 – 23/11/18
24/11/14 – 24/11/17
23/11/15 – 23/11/18
3101.2p
3462.0p
3101.2p
3462.0p
64,620
59,388
42,564
39,110
Face value
at grant
£000
End of
performance
period
2,004
2,056
1,320
1,354
16/09/17
15/09/18
16/09/17
15/09/18
Executive directors’ shareholding requirements (audited information)
The executive directors are required to build up a beneficially-owned shareholding of 250% of salary. This requirement has been
met. The interests below remained the same at 7 November 2017.
Executive directors
George Weston3
Wittington Investments Limited,
ordinary shares of 50p
Associated British Foods plc,
ordinary shares of 515/22p
John Bason
Associated British Foods plc,
ordinary shares of 515/22p
Holding
requirement
Beneficial
16 September
2017
Beneficial as
% of salary1
Conditional2
16 September
2017
Total
16 September
2017
Total
17 September
2016
n/a
2,660
n/a
n/a
2,660
2,613
250% of salary
3,561,936
10,493%
226,103
3,788,039
3,770,125
250% of salary
132,250
592%
148,912
281,162
267,578
1 Calculated using share price as at 16 September 2017 of 3158p and base salary as at 16 September 2017.
2 These are LTIP and Deferred Awards.
3
George Weston is a director of Wittington Investments Limited which, together with its subsidiary, Howard Investments Limited, held 431,515,108 ordinary shares
in Associated British Foods plc as at 16 September 2017.
Associated British Foods plcAnnual Report and Accounts 2017Governance 90
Non-executive directors’ shareholding and share interests (audited information)
Non-executive directors are encouraged to hold shares to a value equal to their annual fees. The following shareholdings
are ordinary shares of Associated British Foods plc unless stated otherwise. The interests below remained the same at
7 November 2017.
Charles Sinclair
Tim Clarke
Javier Ferrán
Emma Adamo1
Wittington Investments Limited, ordinary shares of 50p
Associated British Foods plc, ordinary shares of 515/22p
Ruth Cairnie
Wolfhart Hauser
Richard Reid
Michael McLintock3
Total
16 September 2017
Total
17 September 2016
2017 total holding
as a % of annual fee2
18,000
4,000
2,400
1,322
504,465
3,000
3,918
3,347
Nil
12,760
4,000
2,400
1,322
504,465
1,507
3,918
3,347
n/a
139%
133%
102%
n/a
21,528%
128%
167%
111%
0%
1
Emma Adamo is a director of Wittington Investments Limited which, together with its subsidiary, Howard Investments Limited, held 431,515,108 ordinary shares
in Associated British Foods plc as at 16 September 2017.
2 Calculated using share price as at 16 September 2017 of 3158p and fee rate as at 16 September 2017.
3 Michael McLintock was appointed a non-executive director on 1 November 2017.
Payments to past directors (audited information)
No payments were made to past directors in the year.
Payments for loss of office (audited information)
No payments were made for loss of office in the year.
TSR performance and Chief Executive’s pay
The performance graph below illustrates the performance of the Company over the eight years from September 2009 to
September 2017, in terms of total shareholder return compared with that of the companies comprising the FTSE 100 index.
This index has been selected because it represents a cross-section of leading UK companies.
In addition, the table below the graph provides a summary of the total remuneration of the Chief Executive over the same period.
For the purpose of calculating the value of the remuneration of the Chief Executive, data has been collated on a basis consistent
with the ‘single figure’ methodology as defined in the applicable UK directors’ reporting regulations.
t
n
e
m
t
s
e
v
n
i
0
0
1
£
l
a
c
i
t
e
h
t
o
p
y
h
a
f
o
e
u
a
V
l
500
450
400
350
300
250
200
150
100
50
0
ABF
£446
FTSE 100
£218
2009
2010
2011
2012
2013
2014
2015
2016
2017
Source: DataStream Return Index
Single total figure remuneration
variable element (£000)
Annual variable element (£000)
Potential maximum annual
variable element (£000)
Annual variable element
(% of maximum)
Long-term variable element –
shares vesting as % of maximum
3,886
1,266
3,182
438
3,859
864
5,832
1,219
7,470
894
3,056
686
3,133
1,368
4,855
2,1791
1,310
1,373
1,425
1,466
1,503
1,542
1,577
2,144
96.68%
31.91%
60.63%
83.15%
59.49%
44.46%
86.75% 101.63%
99.12%
83.80%
97.42%
85.00%
100.00%
18.54%
0%
51.02%
1
The potential maximum annual variable element is less than the annual variable element because the deferred awards included in the former are valued at the
start of the year and the deferred awards included in the latter are valued at the average mid-market closing price over the last quarter of the 2016/17 financial
year, by which time the share price had increased.
Associated British Foods plcAnnual Report and Accounts 2017REMUNERATION REPORT
91
At close of business on 15 September 2017, the last trading day before the end of the financial year, the market value of
the Company’s ordinary shares was 3158p. During the previous 12 months, the market value ranged from 2361p to 3322p.
Percentage change in remuneration of the Chief Executive
Between 2016 and 2017, the increase in the Chief Executive’s salary was 2% and the average increase in salaries for our
UK employees was 2%–3%.
The total reward for the Chief Executive has increased since last year because the performance of the group has been particularly
strong this year, resulting in a maximum payment on the financial element of the STIP.
The overall increase in expenditure on reward for all employees was 15%. This number is based on aggregate data presented
in the table below, which include increases in headcount, as it is neither practical nor worthwhile, in a decentralised group of
our size, to separate the increase in expenditure on incentives and taxable benefits.
Executive directors serving as non-executive directors
During the year, George Weston served as a non-executive director of Wittington Investments Limited, for which he received
no compensation.
John Bason is a non-executive director and chairman of the audit committee of Compass Group PLC, for which he received
a fee of £111,000 in the 2016/17 financial year. He also served as a trustee of Voluntary Service Overseas until 6 July 2017 and
as chairman of the charity FareShare, but received no compensation in respect of either of these roles.
Relative importance of spend on pay
A year-on-year comparison of the relative importance of pay with significant distributions to shareholders and others is shown below.
Expenditure
Pay spend for the group
Dividends relating to the period
Taxes paid
2017
£m
2,546
324
2641
2016
£m
2,208
290
211
Change
%
15%
12%
25%
1 Excludes £92m taxes paid in respect of business disposals during the year.
Implementation of policy 2017/18
Base salary
Executive directors’ salaries are subject to review on 1 December 2017 and will be increased as shown in the table below.
George Weston
John Bason
Benefits and pensions
No change to current operation.
Dec 2016
Increase in Dec 2017
Increase in Dec 2017
£1,072,000
£706,000
1.68%
1.98%
£18,000
£14,000
Dec 2017
£1,090,000
£720,000
Cash STIP 2017/18
The cash STIP will be operated in line with the remuneration policy.
Maximum
On-target (budget)
Threshold
Below threshold
Payout based on
operating profit only
Modification
to payout based
on average
working capital
108.33%
65.00%
15.00%
0.00%
x1.2
x1.0
x0.8
x0.8
Overall financial
payout
130.00%
65.00%
12.00%
0.00%
Personal
element
20.00%
13.33%
0.00%
0.00%
Total bonus
150.00%
78.33%
12.00%
0.00%
The targets used for our 2017/18 STIP are commercially sensitive and will be disclosed in the 2020 annual report. Achievement
against financial targets will be disclosed retrospectively in our 2018 Remuneration report as we have done in this report for
2016/17.
Associated British Foods plcAnnual Report and Accounts 2017Governance 92
Deferred awards (shares) – 2017/18 awards (vesting in 2020)
The STIP deferred share award element will be operated in line with the remuneration policy. Performance will be measured
using the financial performance target range that applies to the cash STIP.
Vesting based
on operating
profit only as
% of shares
allocated
Modification to
payout based
on average
working capital
Overall
vesting as
% of
shares
allocated
Maximum
On-target
Threshold
Below threshold
83.33%
50.00%
12.50%
0.00%
x1.2
x1.0
x0.8
x0.8
100.00% Shares vest following a further two-year
50.00%
10.00%
0.00%
deferral period.
No further performance conditions apply
but shares will lapse if the individual
resigns from the Company.
LTIP – 2017/18 awards (vesting in 2020)
The LTIP will be operated in line with the remuneration policy. The performance targets that will apply are set out below.
Shares vesting as % of award
Adjustment to % of shares vesting
Adjusted eps range in 2019/20 (p)
Three-year average ROCE range (%)
Adjusted eps range without Sugar in 2019/20 (p)
Three-year average ROCE range without Sugar (%)
40% of award
60% of award
Primary measure
Modifier
Threshold
Target Maximum
Threshold Maximum
10%
50%
100%
147
128
160
139
174
151
80%
100%
12.0%
15.0%
13.5%
16.5%
When setting the above ranges, the committee conducted an analysis of the growth potential and challenges facing each
of the divisions over the performance period. These ranges were then tested to ensure that they were sufficiently stretching.
The ROCE modifier was introduced to ensure that investors’ interests are protected from poor investments. The performance
ranges reflect this.
Service contracts
Executive directors
George Weston
John Bason
Non-executive directors
Charles Sinclair
Tim Clarke
Javier Ferrán
Emma Adamo
Ruth Cairnie
Wolfhart Hauser
Richard Reid
Michael McLintock
Date of appointment
Date of current contract/
letter of appointment
Notice from Company
Notice from individual
Unexpired period of
service contract
19/04/99
04/05/99
01/10/08
03/11/04
01/11/06
09/12/11
01/05/14
14/01/15
14/04/16
01/11/17
01/06/05
16/03/99
21/04/09
03/11/04
01/11/06
09/12/11
01/05/14
14/01/15
13/04/16
06/09/17
12 months
12 months
6 months
6 months
6 months
6 months
6 months
6 months
6 months
6 months
12 months
12 months
Rolling contract
Rolling contract
6 months
6 months
6 months
6 months
6 months
6 months
6 months
6 months
Rolling contract
Rolling contract
Rolling contract
Rolling contract
Rolling contract
Rolling contract
Rolling contract
Rolling contract
Copies of service contracts are available for inspection at the Company’s head office.
Non-executive directors’ fees for 2016/17
Chairman
Senior Independent Director
Chairman of Audit committee
Director
Dec 2016
£410,000
£95,000
£95,000
£74,000
Increase in
Dec 2017
n/a
n/a
n/a
n/a
Dec 2017
£410,000
£95,000
£95,000
£74,000
Non-executive directors’ fees were reviewed in December 2016. The next review of fees will be in 2018.
Associated British Foods plcAnnual Report and Accounts 2017REMUNERATION REPORT 93
Statement on shareholder voting
At the last AGM in December 2016 the voting results on resolution two, to receive and approve the Remuneration report
for the year ended 17 September 2016, were as follows:
i. the percentage ‘for’ was 98.35% and the percentage ‘against’ was 1.65%.
The voting results on resolution three, to approve the Remuneration policy, were as follows:
i. the percentage ‘for’ was 97.19% and the percentage ‘against’ was 2.81%.
The voting results on resolution nineteen, to approve the rules of the Long Term Incentive Plan, were as follows:
i. the percentage ‘for’ was 97.12% and the percentage ‘against’ was 2.88%.
By order of the board
Paul Lister
Company Secretary
7 November 2017
Associated British Foods plcAnnual Report and Accounts 2017Governance 94
94
DIRECTORS’ REPORT
Introduction
The directors of Associated British Foods
plc (the ‘Company’) present their report
for the 52 weeks ended 16 September
2017, in accordance with section 415
of the Companies Act 2006. The UKLA’s
Disclosure Guidance and Transparency
Rules and Listing Rules also require the
Company to make certain disclosures,
some of which have been included in
other appropriate sections of the annual
report and accounts.
The information set out on page 98 and
the following cross-referenced material,
is incorporated into this Directors’ report:
likely future developments in the
group’s business (pages 14 to 47);
greenhouse gas emissions
(page 51); and
the board of directors and the
Corporate governance report
(pages 60 to 74).
Results and dividends
The consolidated income statement is
on page 107. Profit for the financial year
attributable to equity shareholders
amounted to £1,198m.
The directors recommend a final dividend
of 29.65p per ordinary share to be paid,
subject to shareholder approval, on
12 January 2018. Together with the
interim dividend of 11.35p per share
paid on 7 July 2017, this amounts to
41.0p for the year. Dividends are detailed
on page 122.
Directors
The names of the persons who were
directors of the Company during the
financial year and as at 7 November 2017
appear on pages 60 and 61. Subsequent
to the year end, Michael McLintock was
appointed as a director on 1 November
2017 and Tim Clarke will retire as a
director on 30 November 2017.
Appointment of directors
The Company’s articles of association
(the ‘Articles’) give directors the power
to appoint and replace directors. Under
the terms of reference of the Nomination
committee, any appointment must be
recommended by the Nomination
committee for approval by the board
of directors. A person who is not
recommended by the directors may
only be appointed as a director where
details of that director have been
provided at least seven and not more
than 35 days prior to the relevant
meeting by at least two members of the
Company. The Articles require directors
to retire and submit themselves for
election at the first AGM following
appointment and all directors who held
office at the time of the two preceding
AGMs and, in any event, not less
than one-third of the relevant directors
(excluding those directors who retire
other than by rotation), to submit
themselves for re-election. The Articles
notwithstanding, all directors, other
than Tim Clarke, will stand for election
or re-election at the AGM this year
in compliance with the UK Corporate
Governance Code. Details of unexpired
terms of directors’ service contracts
are set out in the Remuneration report
on page 92.
Power of directors
The directors are responsible for
managing the business of the Company
and may exercise all the powers of the
Company subject to the provisions of
relevant statutes, to any directions
given by special resolution and to the
Company’s Articles. The Articles, for
example, contain specific provisions and
restrictions concerning the Company’s
power to borrow money. Powers relating
to the issuing of shares are also included
in the Articles and such authorities are
renewed by shareholders at the AGM
each year.
Directors’ indemnities
Three directors of operating subsidiaries,
benefited from qualifying third-party
indemnity provisions provided by the
Company’s wholly-owned subsidiary,
ABF Investments plc, during the financial
year and at the date of this report.
The directors of a subsidiary company
that acts as trustee of a pension scheme
benefited from a qualifying pension
scheme indemnity provision during the
financial year and at the date of this report.
Directors’ share interests
Details regarding the share interests of
the directors (and their persons closely
associated) in the share capital of the
Company, including any interests under
the long term incentive plan and any
deferred awards, are set out in
the Remuneration report on pages
88 and 89.
Employees
During the year under review,
the group employed an average of
132,590 people worldwide (2016 –
129,916) of whom 46,299 were
employed in the UK. The group’s
business priority is to safeguard the
wellbeing, development and safety
of its employees and those who work
with it. It also wants employees to have
opportunities to grow and progress as
part of an enjoyable career. While the
group’s approach to human resource
management is decentralised,
with flexibility given to each of the
businesses, as a group it abides by
the following principles:
equal opportunities – the group is
committed to offering equal
opportunities in recruitment, training,
career development and promotion
to all people, including those with
disabilities, having regard for their
particular aptitudes and abilities.
As a matter of policy, full and fair
consideration is given to applicants
with disabilities and every effort is
made to give employees who become
disabled whilst employed by the
group an opportunity for retraining
and for continuation in employment.
It is group policy that the training,
career development and promotion
of disabled persons should, as far
as possible, be the same as that
of other employees;
health and safety – health and
safety are considered to be equal in
importance as any other function of the
group and its business objectives, and
the group is committed to providing a
safe and healthy workplace to protect
all employees, visitors and the public
from foreseeable work hazards. The
health and safety policy is available
on the Company’s website at
www.abf.co.uk;
harassment – sexual, mental or
physical harassment in the workplace
will not be tolerated. It is expected
that incidents of harassment are
reported to the appropriate human
resources director;
Associated British Foods plcAnnual Report and Accounts 2017 94
DIRECTORS’ REPORT
95
95
Introduction
details of that director have been
Employees
The directors of Associated British Foods
provided at least seven and not more
During the year under review,
plc (the ‘Company’) present their report
than 35 days prior to the relevant
the group employed an average of
for the 52 weeks ended 16 September
meeting by at least two members of the
132,590 people worldwide (2016 –
2017, in accordance with section 415
Company. The Articles require directors
129,916) of whom 46,299 were
of the Companies Act 2006. The UKLA’s
to retire and submit themselves for
employed in the UK. The group’s
Disclosure Guidance and Transparency
election at the first AGM following
business priority is to safeguard the
Rules and Listing Rules also require the
appointment and all directors who held
wellbeing, development and safety
Company to make certain disclosures,
office at the time of the two preceding
of its employees and those who work
some of which have been included in
AGMs and, in any event, not less
with it. It also wants employees to have
other appropriate sections of the annual
than one-third of the relevant directors
opportunities to grow and progress as
report and accounts.
The information set out on page 98 and
the following cross-referenced material,
is incorporated into this Directors’ report:
likely future developments in the
group’s business (pages 14 to 47);
greenhouse gas emissions
(page 51); and
the board of directors and the
Corporate governance report
(pages 60 to 74).
Results and dividends
The consolidated income statement is
on page 107. Profit for the financial year
attributable to equity shareholders
amounted to £1,198m.
The directors recommend a final dividend
of 29.65p per ordinary share to be paid,
subject to shareholder approval, on
12 January 2018. Together with the
interim dividend of 11.35p per share
paid on 7 July 2017, this amounts to
41.0p for the year. Dividends are detailed
on page 122.
Directors
The names of the persons who were
directors of the Company during the
financial year and as at 7 November 2017
appear on pages 60 and 61. Subsequent
to the year end, Michael McLintock was
appointed as a director on 1 November
2017 and Tim Clarke will retire as a
director on 30 November 2017.
Appointment of directors
The Company’s articles of association
(the ‘Articles’) give directors the power
to appoint and replace directors. Under
the terms of reference of the Nomination
committee, any appointment must be
recommended by the Nomination
committee for approval by the board
of directors. A person who is not
recommended by the directors may
only be appointed as a director where
(excluding those directors who retire
part of an enjoyable career. While the
other than by rotation), to submit
group’s approach to human resource
themselves for re-election. The Articles
management is decentralised,
notwithstanding, all directors, other
with flexibility given to each of the
than Tim Clarke, will stand for election
businesses, as a group it abides by
or re-election at the AGM this year
the following principles:
in compliance with the UK Corporate
Governance Code. Details of unexpired
terms of directors’ service contracts
are set out in the Remuneration report
on page 92.
Power of directors
The directors are responsible for
managing the business of the Company
and may exercise all the powers of the
Company subject to the provisions of
relevant statutes, to any directions
given by special resolution and to the
Company’s Articles. The Articles, for
equal opportunities – the group is
committed to offering equal
opportunities in recruitment, training,
career development and promotion
to all people, including those with
disabilities, having regard for their
particular aptitudes and abilities.
As a matter of policy, full and fair
consideration is given to applicants
with disabilities and every effort is
made to give employees who become
disabled whilst employed by the
group an opportunity for retraining
example, contain specific provisions and
and for continuation in employment.
restrictions concerning the Company’s
It is group policy that the training,
power to borrow money. Powers relating
career development and promotion
to the issuing of shares are also included
of disabled persons should, as far
in the Articles and such authorities are
renewed by shareholders at the AGM
as possible, be the same as that
of other employees;
each year.
Directors’ indemnities
Three directors of operating subsidiaries,
benefited from qualifying third-party
indemnity provisions provided by the
Company’s wholly-owned subsidiary,
ABF Investments plc, during the financial
year and at the date of this report.
The directors of a subsidiary company
that acts as trustee of a pension scheme
benefited from a qualifying pension
scheme indemnity provision during the
financial year and at the date of this report.
Directors’ share interests
Details regarding the share interests of
the directors (and their persons closely
associated) in the share capital of the
Company, including any interests under
the long term incentive plan and any
deferred awards, are set out in
the Remuneration report on pages
88 and 89.
health and safety – health and
safety are considered to be equal in
importance as any other function of the
group and its business objectives, and
the group is committed to providing a
safe and healthy workplace to protect
all employees, visitors and the public
from foreseeable work hazards. The
health and safety policy is available
on the Company’s website at
www.abf.co.uk;
harassment – sexual, mental or
physical harassment in the workplace
will not be tolerated. It is expected
that incidents of harassment are
reported to the appropriate human
resources director;
human rights – the group provides
opportunities that promote human
rights and dignity every day through
the employment created, both directly
and indirectly in its global supply chains
and through the positive contribution
its products make to people’s lives.
Ongoing engagement and collaboration
with a broad range of interested and
concerned stakeholder groups is
valued and Associated British Foods
is active in its collaborative approach,
seeking to remain sensitive to the
risks of adverse human rights impacts
resulting from its products, services
and operations. While respecting all
human rights throughout the business,
six priority areas of focus to mitigate
risk have been highlighted, namely:
workplace safety; gender and diversity;
slavery and human trafficking; supply
chain; use of commodities; and access
to water. It is, however, acknowledged
that these may change over time due
to the constantly evolving nature of the
businesses and environments in which
they operate. Further details on the
group’s approach to human rights
can be found in the 2017 Corporate
Responsibility Update and our Modern
Slavery Act statement which is
available on the Company’s website
at www.abf.co.uk/responsibility;
communication – employees and
their representatives are briefed and
consulted on all relevant matters on
a regular basis in order to take their
views into account with regard to
decision-making and to achieve
a common awareness of all the
financial and economic factors
affecting the performance of the
group. Information relevant to
the employees will be provided
systematically to employees; and
security – the security of our staff and
customers is paramount and the group
will, at all times, take the necessary
steps to minimise risks to their safety.
Employees are provided with information
on the performance of their local business
and their involvement is encouraged
in a variety of ways, such as through
engagement surveys, business forums,
executive leadership programmes and
management presentations. At the group
corporate centre during the year, a series
of focus groups, confidential interviews
and telephone discussions were held to
explore ways to maximise the benefits
of a diverse, inclusive centre. Key themes,
findings and actions were subsequently
shared with all departments, levels and
centre locations.
The group encourages an open culture in
all its dealings between employees and
people with whom it comes into contact.
Effective and honest communication is
essential if malpractice and wrongdoing
are to be dealt with effectively. The
group’s whistleblowing procedures set
out guidelines for individuals who feel they
need to raise certain issues in confidence
with the Company or their own business.
Every effort is made to protect the
confidentiality of those who raise
concerns, and employees may come
forward without fear for their position.
Disclosures required under Listing
Rule 9.8.4R
The following table is included to
meet the requirements of Listing Rule
section 9.8.4R. The information required
to be disclosed by that section, where
applicable to the Company, can be
located in the annual report and accounts
at the references set out below.
Information required
(12) Shareholder
waiver of dividends
(13) Shareholder waiver
of future dividends
(14) Board statement
on relationship
agreement with
controlling shareholder
Location in
annual report
Note 22 on
page 137
Note 22 on
page 137
Directors’ report
on page 95
Paragraphs (1), (2), (4), (5), (6), (7), (8), (9),
(10) and (11) of Listing Rule 9.8.4R are
not applicable.
Relationship agreement with
controlling shareholders
Any person who exercises or controls,
on their own or together with any person
with whom they are acting in concert,
30% or more of the votes able to be
cast at general meetings of a company
are known as a ‘controlling shareholder’
under the Listing Rules. The Listing
Rules require companies with controlling
shareholders to enter into an agreement
which is intended to ensure that the
controlling shareholders comply with
certain independence provisions in the
Listing Rules and which must contain
undertakings that:
transactions and arrangements with
the controlling shareholder (and/or any
of its associates) will be conducted at
arm’s length and on normal
commercial terms;
neither the controlling shareholder
nor any of its associates will take any
action that would have the effect of
preventing the listed company from
complying with its obligations under
the Listing Rules; and
neither the controlling shareholder nor
any of its associates will propose or
procure the proposal of a shareholder
resolution which is intended or appears
to be intended to circumvent the
proper application of the Listing Rules.
Wittington Investments Limited
(‘Wittington’) and, through their control
of Wittington, the trustees of the Garfield
Weston Foundation (the ’Foundation’) are
controlling shareholders of the Company.
Certain other individuals, including certain
members of the Weston family who hold
shares in the Company (and including
two of the Company’s directors, George
Weston and Emma Adamo) are, under
the Listing Rules, treated as acting in
concert with Wittington and the trustees
of the Foundation and are therefore also
treated as controlling shareholders of the
Company. Wittington, the trustees of the
Foundation and these individuals together
comprise the controlling shareholders of
the Company and, at 16 September 2017,
had a combined interest in approximately
59.15% of the Company’s voting rights.
The board confirms that, in accordance
with the Listing Rules, on 14 November
2014 the Company entered into a
relationship agreement with Wittington
and the trustees of the Foundation
containing the required undertakings
(the ‘Relationship Agreement’). Under
the terms of the Relationship Agreement,
Wittington has agreed to procure
compliance with the undertakings by
the other individuals who are treated as
controlling shareholders (the ‘Non-signing
Controlling Shareholders’). The board
confirms that, during the period
under review:
the Company has complied with the
independence provisions included in
the Relationship Agreement;
Associated British Foods plcAnnual Report and Accounts 2017Governance
96
96
DIRECTORS’ REPORT
so far as the Company is aware,
the independence provisions included
in the Relationship Agreement have
been complied with by the controlling
shareholders and their associates; and
so far as the Company is aware,
the procurement obligation included
in the Relationship Agreement
as regards compliance with the
independence provisions by the
Non-signing Controlling Shareholders
and their associates, has been
complied with by Wittington.
Major interests in shares
As at 16 September 2017, the Company
had received formal notification,
under the Disclosure Guidance and
Transparency Rules, of the following
material interest in its shares:
Number
of ordinary
shares
% of
issued
share
capital
Date of
notification
of interest
78,284,198 9.88
15 May
2017
Shareholder
The Capital
Group
Companies,
Inc.
No changes in the holdings of 3% or
more of the voting rights in the
Company’s ordinary shares have been
notified to the Company between
16 September 2017 and 1 November 2017.
Details of the Company’s controlling
shareholders for the purpose of the Listing
Rules who, as at 16 September 2017,
had a combined interest in approximately
59.15% of the voting rights in the
Company’s ordinary shares are set
out above.
Share capital
Details of the Company’s share capital
and the rights attached to the Company’s
shares are set out in note 20 on page 135.
The Company has one class of share
capital: ordinary shares of 515/22p. The
rights and obligations attaching to these
shares are governed by English law and
the Company’s Articles.
No shareholder holds securities carrying
special rights with regard to the control
of the Company. There are no restrictions
on voting rights.
There are no restrictions on the holding
or transfer of the ordinary shares other
than the standard restrictions for an
English incorporated company set out
in article 32 of the Company’s Articles.
Authority to issue shares
At the last AGM, held on 9 December
2016, authority was given to the directors
to allot unissued relevant securities in the
Company up to a maximum of an amount
equivalent to two-thirds of the shares in
issue (of which one-third must be offered
by way of rights issue). This authority
expires on the date of this year’s AGM
to be held on 8 December 2017. No such
shares have been issued. The directors
propose to renew this authority at the
2017 AGM for the forthcoming year.
A further special resolution passed at the
2016 meeting granted authority to the
directors to allot equity securities in the
Company for cash, without regard to the
pre-emption provisions of the Companies
Act 2006. This authority also expires
on the date of the 2017 AGM and the
directors will seek to renew this authority
for the forthcoming year.
Authority to purchase own shares
The Companies Act 2006 empowers
the Company to purchase its own shares
subject to the necessary shareholder
approval. The Company has no existing
authority to purchase its own shares.
Amendment to Company’s
articles of association
Any amendments to the Articles may be
made in accordance with the provisions
of the Companies Act 2006 by way of
special resolution of the shareholders.
Significant agreements –
change of control
The group has contractual arrangements
with many parties including directors,
employees, customers, suppliers
and banking groups. The following
arrangements are considered to be
significant in terms of their potential
impact on the business of the group
as a whole and could alter or terminate
on a change of control of the Company:
the group has a number of borrowing
facilities provided by various banking
groups. These facility agreements
generally include change of control
provisions which, in the event of a
change in ownership of the Company,
could result in their renegotiation or
withdrawal. The most significant of
these are the £1.2bn syndicated loan
facility signed on 15 July 2014 which
was undrawn at the year end; and
in addition to these bank facilities,
the Company has in issue £558m of
private placement notes to institutional
investors. In accordance with the
scheduled maturities, £15m private
placement notes were repaid in
March 2017. In the event of a change
in ownership of the Company, the
Company is obliged to make an
offer of immediate repayment to
the remaining note holders.
There are no agreements between
the Company and its directors or
employees providing for compensation
for loss of office or employment that
occurs as a result of a takeover bid.
Political donations
During the year, the Company did not
make any political donations or incur any
political expenditure in the UK or EU.
At the AGM this year, shareholders will
be asked to give authority under Part 14
of the Companies Act, for the period of
one year, for the Company (and its
subsidiaries) to make political donations
and incur political expenditure up to a
maximum aggregate sum of £100,000.
The Company has a longstanding policy
not to make political donations or to incur
political expenditure (within the ordinary
meaning of those words) and the
directors have no intention of changing
that policy. However, as the definitions
used in the Companies Act 2006 are
broad, it is possible that normal activities
which might not be thought to be political
expenditure in the usual sense could be
caught. The authority is therefore being
sought purely as a precaution.
Financial risk management
Details of the group’s use of financial
instruments, together with information
on our risk objectives and policies,
including the policy for hedging each
major type of forecasted transaction
for which hedge accounting is used,
and our exposure to price, credit, liquidity,
cash flow and interest rate risks, can
be found in note 24 on pages 138 to 147.
Research and development
Innovative use of existing and emerging
technologies will continue to be crucial
to the successful development of new
products and processes for the group.
Associated British Foods plcAnnual Report and Accounts 2017
96
DIRECTORS’ REPORT
97
97
so far as the Company is aware,
Authority to issue shares
the independence provisions included
At the last AGM, held on 9 December
in addition to these bank facilities,
the Company has in issue £558m of
in the Relationship Agreement have
2016, authority was given to the directors
private placement notes to institutional
been complied with by the controlling
to allot unissued relevant securities in the
investors. In accordance with the
shareholders and their associates; and
Company up to a maximum of an amount
scheduled maturities, £15m private
so far as the Company is aware,
the procurement obligation included
in the Relationship Agreement
as regards compliance with the
independence provisions by the
Non-signing Controlling Shareholders
and their associates, has been
complied with by Wittington.
Major interests in shares
As at 16 September 2017, the Company
had received formal notification,
under the Disclosure Guidance and
Transparency Rules, of the following
material interest in its shares:
equivalent to two-thirds of the shares in
placement notes were repaid in
issue (of which one-third must be offered
March 2017. In the event of a change
by way of rights issue). This authority
expires on the date of this year’s AGM
to be held on 8 December 2017. No such
in ownership of the Company, the
Company is obliged to make an
offer of immediate repayment to
shares have been issued. The directors
the remaining note holders.
propose to renew this authority at the
2017 AGM for the forthcoming year.
There are no agreements between
the Company and its directors or
A further special resolution passed at the
employees providing for compensation
2016 meeting granted authority to the
for loss of office or employment that
directors to allot equity securities in the
occurs as a result of a takeover bid.
Company for cash, without regard to the
pre-emption provisions of the Companies
Act 2006. This authority also expires
on the date of the 2017 AGM and the
% of
directors will seek to renew this authority
Number
issued
Date of
of ordinary
share
notification
for the forthcoming year.
Shareholder
shares
capital
of interest
Authority to purchase own shares
The Companies Act 2006 empowers
the Company to purchase its own shares
15 May
2017
subject to the necessary shareholder
approval. The Company has no existing
authority to purchase its own shares.
Amendment to Company’s
articles of association
Political donations
During the year, the Company did not
make any political donations or incur any
political expenditure in the UK or EU.
At the AGM this year, shareholders will
be asked to give authority under Part 14
of the Companies Act, for the period of
one year, for the Company (and its
subsidiaries) to make political donations
and incur political expenditure up to a
maximum aggregate sum of £100,000.
The Company has a longstanding policy
not to make political donations or to incur
political expenditure (within the ordinary
The Capital
Group
Companies,
Inc.
78,284,198 9.88
No changes in the holdings of 3% or
more of the voting rights in the
Company’s ordinary shares have been
notified to the Company between
16 September 2017 and 1 November 2017.
Details of the Company’s controlling
shareholders for the purpose of the Listing
Rules who, as at 16 September 2017,
had a combined interest in approximately
59.15% of the voting rights in the
Company’s ordinary shares are set
out above.
Share capital
Details of the Company’s share capital
and the rights attached to the Company’s
shares are set out in note 20 on page 135.
The Company has one class of share
capital: ordinary shares of 515/22p. The
rights and obligations attaching to these
shares are governed by English law and
the Company’s Articles.
No shareholder holds securities carrying
special rights with regard to the control
of the Company. There are no restrictions
on voting rights.
There are no restrictions on the holding
or transfer of the ordinary shares other
than the standard restrictions for an
English incorporated company set out
in article 32 of the Company’s Articles.
Any amendments to the Articles may be
meaning of those words) and the
made in accordance with the provisions
directors have no intention of changing
of the Companies Act 2006 by way of
special resolution of the shareholders.
Significant agreements –
change of control
The group has contractual arrangements
with many parties including directors,
employees, customers, suppliers
and banking groups. The following
arrangements are considered to be
significant in terms of their potential
impact on the business of the group
that policy. However, as the definitions
used in the Companies Act 2006 are
broad, it is possible that normal activities
which might not be thought to be political
expenditure in the usual sense could be
caught. The authority is therefore being
sought purely as a precaution.
Financial risk management
Details of the group’s use of financial
instruments, together with information
on our risk objectives and policies,
as a whole and could alter or terminate
including the policy for hedging each
on a change of control of the Company:
major type of forecasted transaction
the group has a number of borrowing
facilities provided by various banking
groups. These facility agreements
generally include change of control
for which hedge accounting is used,
and our exposure to price, credit, liquidity,
cash flow and interest rate risks, can
be found in note 24 on pages 138 to 147.
provisions which, in the event of a
Research and development
change in ownership of the Company,
Innovative use of existing and emerging
could result in their renegotiation or
technologies will continue to be crucial
withdrawal. The most significant of
to the successful development of new
these are the £1.2bn syndicated loan
products and processes for the group.
facility signed on 15 July 2014 which
was undrawn at the year end; and
Annual general meeting
The AGM will be held on 8 December
2017 at 11.00 am at Congress Centre,
28 Great Russell Street, London WC1B
3LS. Details of the resolutions to be
proposed are set out in a separate
Notice of meeting which accompanies
this report for shareholders receiving hard
copy documents and which is available
at www.abf.co.uk for those who elected
to receive documents electronically.
All resolutions for which notice has
been given will be decided on a poll.
On behalf of the board
Paul Lister
Company Secretary
7 November 2017
Associated British Foods plc
Registered office:
Weston Centre, 10 Grosvenor Street
London W1K 4QY
Company No. 293262
The Company has a major technical
centre in the UK at the Allied Technical
Centre. Facilities also exist at ACH
Food Companies in the US, Weston
Technologies and AB Mauri in Australia
and the Netherlands, and AB Enzymes
in Germany. These centres support the
technical resources of the trading divisions
in the search for new technology and
in monitoring and maintaining high
standards of quality and food safety.
Branches
The Company, through various
subsidiaries, has established branches
in a number of different countries in
which the group operates.
Post-balance sheet events
Significant events affecting the group
that have arisen between 16 September
2017 and the date of this report and that
require disclosure are described in note
21 on page 136.
Disclosure of information to auditor
Each of the directors who held office at
the date of approval of this Directors’
report confirms that:
so far as he/she is aware, there is no
relevant audit information of which the
Company’s auditor is unaware; and
each director has taken all the
reasonable steps that he/she ought
to have taken as a director to make
himself/herself aware of any relevant
audit information and to establish that
the Company’s auditor is aware of
that information.
For these purposes, relevant audit
information means information needed
by the Company’s auditor in connection
with the preparation of its report on
pages 99 to 106.
Auditor
Resolutions for the re-appointment
of Ernst & Young LLP as auditor of
the Company and to authorise the
Audit committee to determine its
remuneration are to be proposed
at the forthcoming AGM.
Associated British Foods plcAnnual Report and Accounts 2017Governance
We consider the annual report and
financial statements, taken as a whole,
is fair, balanced and understandable and
provides the information necessary for
shareholders to assess the Company’s
position and performance, business
model and strategy.
On behalf of the board
Charles Sinclair
Chairman
George Weston
Chief Executive
John Bason
Finance Director
7 November 2017
98
98
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
Statement of directors’
responsibilities in respect
of the annual report and the
financial statements
The directors are responsible for
preparing the annual report and the
group and parent company financial
statements in accordance with
applicable law and regulations.
Company law requires the directors
to prepare group and parent company
financial statements for each financial
year. Under that law they are required
to prepare the group financial statements
in accordance with IFRSs as adopted
by the EU and applicable law and have
elected to prepare the parent company
financial statements in accordance with
UK Accounting Standards, including FRS
101 Reduced Disclosure Framework.
Under company law the directors must
not approve the financial statements
unless they are satisfied that they give
a true and fair view of the state of affairs
of the group and parent company and
of their profit or loss for that period. In
preparing each of the group and parent
company financial statements, the
directors are required to:
select suitable accounting policies
and then apply them consistently;
make judgements and estimates
that are reasonable and prudent;
for the group financial statements,
state whether they have been
prepared in accordance with IFRSs
as adopted by the EU;
for the parent company financial
statements, state whether applicable
UK Accounting Standards have been
followed, subject to any material
departures disclosed and explained
in the parent company financial
statements; and
prepare the financial statements
on the going concern basis unless
it is inappropriate to presume that the
group and the parent company will
continue in business.
The directors are responsible for keeping
adequate accounting records that are
sufficient to show and explain the parent
company’s transactions and disclose
with reasonable accuracy at any time the
financial position of the parent company
and enable them to ensure that its
financial statements comply with the
Companies Act 2006. They have general
responsibility for taking such steps as are
reasonably open to them to safeguard
the assets of the group and to prevent
and detect fraud and other irregularities.
Under applicable law and regulations,
the directors are also responsible for
preparing a Strategic report, Directors’
report, Remuneration report and
Corporate governance statement
that complies with that law and
those regulations.
The directors are responsible for
the maintenance and integrity of the
corporate and financial information
included on the Company’s website.
Legislation in the UK governing the
preparation and dissemination of
financial statements may differ from
legislation in other jurisdictions.
Responsibility statement
of the directors in respect
of the annual report
We confirm that to the best of
our knowledge:
the financial statements, prepared
in accordance with the applicable set
of accounting standards, give a true
and fair view of the assets, liabilities,
financial position and profit or loss of
the Company and the undertakings
included in the consolidation taken
as a whole; and
the Strategic 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 whole, together
with a description of the principal
risks and uncertainties that they face.
Associated British Foods plcAnnual Report and Accounts 2017
98
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
INDEPENDENT AUDITOR’S REPORT
To the members of Associated British Foods plc
99
99
Statement of directors’
responsibilities in respect
of the annual report and the
financial statements
The directors are responsible for
preparing the annual report and the
group and parent company financial
statements in accordance with
applicable law and regulations.
Company law requires the directors
to prepare group and parent company
financial statements for each financial
year. Under that law they are required
The directors are responsible for keeping
We consider the annual report and
adequate accounting records that are
financial statements, taken as a whole,
sufficient to show and explain the parent
is fair, balanced and understandable and
company’s transactions and disclose
provides the information necessary for
with reasonable accuracy at any time the
shareholders to assess the Company’s
financial position of the parent company
position and performance, business
and enable them to ensure that its
model and strategy.
financial statements comply with the
Companies Act 2006. They have general
responsibility for taking such steps as are
reasonably open to them to safeguard
the assets of the group and to prevent
and detect fraud and other irregularities.
On behalf of the board
Charles Sinclair
Chairman
George Weston
Chief Executive
John Bason
Finance Director
7 November 2017
to prepare the group financial statements
Under applicable law and regulations,
in accordance with IFRSs as adopted
the directors are also responsible for
by the EU and applicable law and have
preparing a Strategic report, Directors’
elected to prepare the parent company
report, Remuneration report and
financial statements in accordance with
Corporate governance statement
UK Accounting Standards, including FRS
that complies with that law and
101 Reduced Disclosure Framework.
those regulations.
Under company law the directors must
The directors are responsible for
not approve the financial statements
the maintenance and integrity of the
unless they are satisfied that they give
corporate and financial information
a true and fair view of the state of affairs
included on the Company’s website.
of the group and parent company and
Legislation in the UK governing the
of their profit or loss for that period. In
preparation and dissemination of
preparing each of the group and parent
financial statements may differ from
company financial statements, the
legislation in other jurisdictions.
directors are required to:
select suitable accounting policies
and then apply them consistently;
make judgements and estimates
that are reasonable and prudent;
for the group financial statements,
state whether they have been
prepared in accordance with IFRSs
as adopted by the EU;
for the parent company financial
statements, state whether applicable
UK Accounting Standards have been
followed, subject to any material
departures disclosed and explained
in the parent company financial
statements; and
prepare the financial statements
on the going concern basis unless
it is inappropriate to presume that the
group and the parent company will
continue in business.
Responsibility statement
of the directors in respect
of the annual report
We confirm that to the best of
our knowledge:
the financial statements, prepared
in accordance with the applicable set
of accounting standards, give a true
and fair view of the assets, liabilities,
financial position and profit or loss of
the Company and the undertakings
included in the consolidation taken
as a whole; and
the Strategic 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 whole, together
with a description of the principal
risks and uncertainties that they face.
Opinion
In our opinion:
Associated British Foods plc’s group financial statements and parent company financial statements (the ‘financial statements’)
give a true and fair view of the state of the group’s and of the parent company’s affairs as at 16 September 2017 and of the
group’s profit for the 52 weeks then ended;
the group financial statements have been properly prepared in accordance with International Financial Reporting Standards as
adopted by the European Union (IFRSs as adopted by the EU);
the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted
Accounting Practice including FRS 101 “Reduced Disclosure Framework”; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards
the group financial statements, Article 4 of the IAS Regulation.
We have audited the financial statements of Associated British Foods plc which comprise:
Group
Parent company
Consolidated balance sheet as at 16 September 2017
Consolidated income statement for the 52 weeks then ended
Consolidated statement of comprehensive income for the 52 weeks
then ended
Consolidated statement of changes in equity for the 52 weeks then ended
Consolidated cash flow statement for the 52 weeks then ended
Related notes 1 to 28 to the financial statements, including a summary
of significant accounting policies
Balance sheet as at 16 September 2017
Statement of changes in equity for the 52 weeks then ended
Related notes 1 to 10 to the financial statements, including
a summary of significant accounting policies
The financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and
IFRSs as adopted by the EU. The financial reporting framework that has been applied in the preparation of the parent company
financial statements is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting
Practice), including FRS 101 “Reduced Disclosure Framework”.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the financial statements
section of our report below. We are independent of the group and parent company in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public
interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to principal risks, going concern and viability statement
We have nothing to report in respect of the following information in the annual report and accounts, in relation to which the
ISAs (UK) require us to report to you whether we have anything material to add or draw attention to:
the disclosures in the annual report and accounts, set out on pages 55 to 58, that describe the principal risks and explain how
they are being managed or mitigated;
the directors’ confirmation, set out on page 67 in the annual report and accounts, that they have carried out a robust assessment of
the principal risks facing the entity, including those that would threaten its business model, future performance, solvency or liquidity;
the directors’ statement, set out on page 67 in the financial statements, about whether they considered it appropriate to adopt
the going concern basis of accounting in preparing them, and their identification of any material uncertainties to the entity’s ability
to continue to do so over a period of at least twelve months from the date of approval of the financial statements;
whether the directors’ statement in relation to going concern required under the Listing Rules in accordance with Listing Rule
9.8.6R(3) is materially inconsistent with our knowledge obtained in the audit; or
the directors’ explanation, set out on page 59 in the annual report and accounts, as to how they have assessed the prospects of the
entity, over what period they have done so and why they consider that period to be appropriate, and their statement as to whether
they have a reasonable expectation that the entity will be able to continue in operation and meet its liabilities as they fall due over
the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.
Associated British Foods plcAnnual Report and Accounts 2017Governance
100
100
INDEPENDENT AUDITOR’S REPORT
Overview of our audit approach
Key audit matters
Audit scope
Materiality
Assessment of the carrying value of
goodwill, other intangible assets and
property, plant and equipment
Tax provisions
Revenue recognition, including the risk
of management override
Changes in finance systems and processes,
including the capitalisation of system
implementation costs (New in 2017)
We performed an audit of the complete
financial information of 126 components
and audit procedures on specific balances
for a further 58 components.
The components where we performed
full or specific scope audit procedures
accounted for 92% of profit before taxation
adjusted for one-off items (‘normalised
profit before taxation’), 89% of revenue
and 86% of total assets.
We used a group materiality of £60 million,
which represents 5% of profit before
taxation adjusted for one-off items
(‘normalised profit before taxation’).
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due
to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy; the allocation
of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context
of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on
these matters.
Key observations
communicated to the
Audit committee
We agreed with
management’s conclusion
that no impairments were
required, based on the
results of our work. Of
the group’s assets, the
portion relating to the UK
Bakeries business is very
sensitive to reasonably
possible changes in key
assumptions. Management
describes these
sensitivities appropriately
in the property, plant and
equipment note to the
group financial statements,
in accordance with IAS 36.
Similar disclosures have
also been made for the AB
Mauri and Australian meat
businesses given their
levels of sensitivities.
Risk
Our response to the risk
Assessment of the carrying value of goodwill,
other intangible assets and property,
plant and equipment (£6,884 million, 2016:
£6,493 million)
The group has a significant value of goodwill,
other intangible assets and property, plant and
equipment that has arisen from acquisitions
and capital investments. The UK Bakeries
(£260 million), AB Mauri (£745 million) and
Australian meat (£157 million) businesses
have all experienced challenging trading
environments in recent years.
The UK Bakeries and Australian meat businesses
operate in environments of significant retailer
pressure on price and competitor activity.
AB Mauri’s profitability has been impacted by
competitive pricing pressures in some of its
businesses compounded by macro-economic
conditions, including high inflation rates and
currency devaluations.
There is a risk that these cash generating
units (‘CGUs’) may not achieve the anticipated
business performance to support their carrying
value, leading to an impairment charge that
has not been recognised by management.
Significant judgement is required in forecasting
the future cash flows of each CGU, together
with the rate at which they are discounted.
Refer to the audit committee report (page 72);
accounting policies (page 115); accounting
estimates and judgements (page 116); and notes
8 and 9 to the consolidated financial statements
(pages 124 to 127).
We understood the methodology applied by management
in performing its impairment test for each of the relevant
CGUs and walked through the controls over the process.
For all CGUs we calculated the degree to which the
key inputs and assumptions would need to fluctuate
before an impairment was triggered and considered
the likelihood of this occurring. We performed our own
sensitivities on the group’s forecasts and determined
whether adequate headroom remained.
For CGUs where there were indicators of impairment
or low levels of headroom, including the three
CGUs described, we performed detailed testing to
critically assess and corroborate the key inputs to
the valuations, including:
analysing the historical accuracy of budgets to actual
results to determine whether forecast cash flows
are reliable based on past experience;
for certain CGUs, visiting factories to better understand
the operations and to assess the ability to achieve
forecast volume growth, operational improvements
and production yields;
corroborating the discount rate used by obtaining
the underlying data used in the calculation and
benchmarking it against market data and comparable
organisations; and
validating the growth rates assumed by comparing
them to economic and industry forecasts.
We assessed the disclosures in notes 8 and 9 against
the requirements of IAS 36 Impairment of Assets, in
particular in respect of the requirement to disclose
further sensitivities for CGUs where a reasonably possible
change in a key assumption would cause an impairment.
For the AB Mauri CGU, the audit procedures performed
to address this risk were performed by the group audit
team. The Australian meat and UK Bakeries operating
intangible assets and property, plant and equipment were
subject to full scope audit procedures by the respective
component teams, and reviewed by the group team.
Associated British Foods plcAnnual Report and Accounts 2017
100
INDEPENDENT AUDITOR’S REPORT
101
101
Overview of our audit approach
Key audit matters
Audit scope
Materiality
Assessment of the carrying value of
goodwill, other intangible assets and
We performed an audit of the complete
We used a group materiality of £60 million,
financial information of 126 components
which represents 5% of profit before
property, plant and equipment
and audit procedures on specific balances
taxation adjusted for one-off items
Tax provisions
for a further 58 components.
(‘normalised profit before taxation’).
Revenue recognition, including the risk
of management override
Changes in finance systems and processes,
including the capitalisation of system
implementation costs (New in 2017)
The components where we performed
full or specific scope audit procedures
accounted for 92% of profit before taxation
adjusted for one-off items (‘normalised
profit before taxation’), 89% of revenue
and 86% of total assets.
Key audit matters
these matters.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due
to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy; the allocation
of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context
of our audit of the financial statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on
Risk
Our response to the risk
Assessment of the carrying value of goodwill,
We understood the methodology applied by management
We agreed with
other intangible assets and property,
in performing its impairment test for each of the relevant
management’s conclusion
plant and equipment (£6,884 million, 2016:
CGUs and walked through the controls over the process.
that no impairments were
£6,493 million)
The group has a significant value of goodwill,
other intangible assets and property, plant and
equipment that has arisen from acquisitions
and capital investments. The UK Bakeries
(£260 million), AB Mauri (£745 million) and
Australian meat (£157 million) businesses
have all experienced challenging trading
environments in recent years.
The UK Bakeries and Australian meat businesses
operate in environments of significant retailer
pressure on price and competitor activity.
AB Mauri’s profitability has been impacted by
competitive pricing pressures in some of its
businesses compounded by macro-economic
conditions, including high inflation rates and
currency devaluations.
There is a risk that these cash generating
units (‘CGUs’) may not achieve the anticipated
business performance to support their carrying
value, leading to an impairment charge that
has not been recognised by management.
Significant judgement is required in forecasting
the future cash flows of each CGU, together
with the rate at which they are discounted.
Refer to the audit committee report (page 72);
accounting policies (page 115); accounting
For all CGUs we calculated the degree to which the
key inputs and assumptions would need to fluctuate
before an impairment was triggered and considered
the likelihood of this occurring. We performed our own
sensitivities on the group’s forecasts and determined
whether adequate headroom remained.
For CGUs where there were indicators of impairment
or low levels of headroom, including the three
CGUs described, we performed detailed testing to
critically assess and corroborate the key inputs to
the valuations, including:
analysing the historical accuracy of budgets to actual
results to determine whether forecast cash flows
are reliable based on past experience;
for certain CGUs, visiting factories to better understand
the operations and to assess the ability to achieve
forecast volume growth, operational improvements
and production yields;
corroborating the discount rate used by obtaining
the underlying data used in the calculation and
benchmarking it against market data and comparable
organisations; and
validating the growth rates assumed by comparing
them to economic and industry forecasts.
We assessed the disclosures in notes 8 and 9 against
the requirements of IAS 36 Impairment of Assets, in
particular in respect of the requirement to disclose
estimates and judgements (page 116); and notes
further sensitivities for CGUs where a reasonably possible
8 and 9 to the consolidated financial statements
change in a key assumption would cause an impairment.
(pages 124 to 127).
For the AB Mauri CGU, the audit procedures performed
to address this risk were performed by the group audit
team. The Australian meat and UK Bakeries operating
intangible assets and property, plant and equipment were
subject to full scope audit procedures by the respective
component teams, and reviewed by the group team.
Key observations
communicated to the
Audit committee
required, based on the
results of our work. Of
the group’s assets, the
portion relating to the UK
Bakeries business is very
sensitive to reasonably
possible changes in key
assumptions. Management
describes these
sensitivities appropriately
in the property, plant and
equipment note to the
group financial statements,
in accordance with IAS 36.
Similar disclosures have
also been made for the AB
Mauri and Australian meat
businesses given their
levels of sensitivities.
Key observations
communicated to the
Audit committee
We consider the amounts
provided to be within
an acceptable range in
the context of the group’s
overall tax exposures
and our materiality.
Based on the procedures
performed, including
those in respect of trade
deductions and rebates
in the Grocery segment,
we did not identify any
evidence of material
misstatement in the
revenue recognised
in the year.
Risk
Tax provisions (included within the income
tax liability of £170 million, 2016: £147 million)
The global nature of the group’s operations
results in complexities in the payment of and
accounting for tax.
Management applies judgement in assessing
tax exposures in each jurisdiction, many of
which require interpretation of local tax laws.
Given this judgement, there is a risk that tax
provisions are misstated.
Refer to the audit committee report (page 72);
accounting policies (page 114); accounting
estimates and judgements (page 116); and
note 5 to the consolidated financial statements
(page 122).
Revenue recognition, including the risk
of management override (£15,357 million,
2016: £13,399 million)
There continues to be pressure on the group
to meet expectations and targets. Management
reward and incentive schemes based on
achieving profit targets may also place
pressure to manipulate revenue recognition.
The majority of the group’s sales arrangements
are generally straightforward, being on a point
of sale basis and requiring little judgement to
be exercised. However, in the Grocery segment,
management estimates the level of trade
promotions and rebates to be applied to its
sales to customers, adding a level of judgement
to revenue recognition. Approximately 3%
(2016: 4%) of the group’s gross revenue
is subject to such arrangements.
There is a risk that management may override
controls to intentionally misstate revenue
transactions, either through the judgements
made in estimating rebates in the Grocery
segment or by recording fictitious revenue
transactions across the business.
Our response to the risk
We understood:
the group’s process for determining the completeness
and measurement of provisions for tax;
the methodology for the calculation of the tax
charge; and
management’s controls over tax reporting.
The group audit team, including tax specialists, evaluated
the tax positions taken by management in each significant
jurisdiction in the context of local tax law, correspondence
with tax authorities and the status of any tax audits.
Our work utilised additional support from country tax
specialists in Australia, China, Germany, Ireland, Spain
and the US.
We assessed the group’s transfer pricing judgements,
considering the way in which we observed the group’s
businesses operating and the correspondence and
agreements reached with tax authorities.
We understood each business’s revenue recognition
policies and how they are applied, including the relevant
controls, and tested controls over revenue recognition
where appropriate.
We discussed key contractual arrangements with
management and obtained relevant documentation,
including in respect of rebate and returns arrangements.
Where rebate arrangements existed, we obtained
third party confirmations or performed appropriate
alternative procedures, including review of contracts
and recalculation of rebates. We also performed hindsight
analysis over changes to prior period rebate estimates
to challenge the assumptions made, including assessing
the estimates for evidence of management bias.
For a number of businesses, including Primark, as part
of our overall revenue recognition testing we used data
analysis tools on 100% of revenue transactions in the
year to test the correlation of revenue to cash receipts
to verify the occurrence of revenue. This provided us
with a high level of assurance over £10.8 billion (71%)
of revenue recognised. For those in-scope businesses
where we did not use data analysis tools, we
performed appropriate alternative procedures
over revenue recognition.
Refer to the accounting policies (page 113);
and note 1 to the consolidated financial
statements (pages 117 to 119).
We performed cut-off testing for a sample of revenue
transactions around the period end date, to check that
they were recognised in the appropriate period.
Other audit procedures specifically designed to address
the risk of management override of controls included
journal entry testing, applying particular focus to the
timing of revenue transactions.
We assessed the disclosures against the requirements
of IAS 18 Revenue, in particular in respect of the
requirement to disclosure rebate and returns
arrangements.
We performed full and specific scope audit procedures
over this risk area in 94 locations, which covered 89%
of the group’s revenue.
Associated British Foods plcAnnual Report and Accounts 2017Governance
Key observations
communicated to the
Audit committee
Based on the procedures
performed, we were
satisfied that financial
balances are appropriately
stated following the
new finance system
implementation.
In performing these
procedures, we identified
a number of control
observations which
are being addressed
by management.
We are also satisfied
that the costs capitalised
in respect of the system
implementation
are appropriate.
102
102
INDEPENDENT AUDITOR’S REPORT
Risk
Our response to the risk
Changes in finance systems and processes,
including the capitalisation of system
implementation costs (New in 2017)
We focused on this area as Primark, the group’s
largest business, implemented a new general
ledger system across its business. During any
period of significant system change, there is
an increased risk to the internal financial control
environment. In addition, certain costs will be
eligible for capitalisation as an intangible asset.
The audit team focused its procedures on the
following risks:
Data migration and integrity of financial reporting;
Inappropriate capitalisation of costs as an
intangible asset;
Inconsistent capitalisation of costs from
year to year; and
Potential impairment of the total intangible
asset capitalised in respect of the system
implementation.
Refer to the Audit committee report (page 71);
accounting policies (page 114); and note 8
to the consolidated financial statements
(pages 124 to125)
We performed the following procedures in respect of
the implementation:
We inspected evidence, including reports to the group’s
Audit committee, in respect of project governance,
particularly in relation to key gateway decisions.
We understood the data cleansing process undertaken
by management prior to migration and tested the
data migration, including associated reconciliations.
We discussed and assessed the appropriateness
of IT access and segregation of duties for all users.
We performed walkthroughs of new processes and
understood the key IT dependent manual and IT
application controls in the Oracle Financials system.
Whilst our audit strategy did not seek to rely on
controls over the processes impacted by the change
in finance system, in performing our substantive audit
procedures we evaluated the robustness of Primark’s
financial statement close process and tailored the
extent of our procedures accordingly.
We performed the following procedures in respect
of the capitalisation of system implementation costs:
We evaluated whether the costs incurred were
either expensed or capitalised in line with the
group’s accounting policy and IAS 38. We also
evaluated whether the policy has been applied
consistently with prior years.
We tested a sample of costs, both expensed and
capitalised, to third party evidence.
We assessed the useful lives of capitalised costs in
the context of the group’s accounting policy and industry
benchmarks. We also checked that the timing of
commencement of amortisation was appropriate.
We evaluated management’s assessment as to
whether there were any indicators of impairment
for the costs capitalised.
The audit procedures to address this risk were performed
principally by the full scope component team in Ireland
with oversight from the group audit team.
The key audit matters as set out in the table above are consistent with those reported in 2016, with the exception of the inclusion
of ‘Changes in finance systems and processes, including the capitalisation of system implementation costs’ to reflect the Primark
finance system implementation in the year.
Associated British Foods plcAnnual Report and Accounts 2017
102
INDEPENDENT AUDITOR’S REPORT
103
103
Risk
Our response to the risk
Changes in finance systems and processes,
We performed the following procedures in respect of
Based on the procedures
Key observations
communicated to the
Audit committee
performed, we were
satisfied that financial
balances are appropriately
stated following the
new finance system
implementation.
In performing these
procedures, we identified
a number of control
observations which
are being addressed
by management.
We are also satisfied
that the costs capitalised
in respect of the system
implementation
are appropriate.
including the capitalisation of system
implementation costs (New in 2017)
We focused on this area as Primark, the group’s
largest business, implemented a new general
ledger system across its business. During any
period of significant system change, there is
an increased risk to the internal financial control
environment. In addition, certain costs will be
eligible for capitalisation as an intangible asset.
The audit team focused its procedures on the
following risks:
the implementation:
We inspected evidence, including reports to the group’s
Audit committee, in respect of project governance,
particularly in relation to key gateway decisions.
We understood the data cleansing process undertaken
by management prior to migration and tested the
data migration, including associated reconciliations.
We discussed and assessed the appropriateness
of IT access and segregation of duties for all users.
We performed walkthroughs of new processes and
understood the key IT dependent manual and IT
Data migration and integrity of financial reporting;
application controls in the Oracle Financials system.
Inappropriate capitalisation of costs as an
intangible asset;
Inconsistent capitalisation of costs from
year to year; and
Whilst our audit strategy did not seek to rely on
controls over the processes impacted by the change
in finance system, in performing our substantive audit
procedures we evaluated the robustness of Primark’s
financial statement close process and tailored the
Potential impairment of the total intangible
extent of our procedures accordingly.
asset capitalised in respect of the system
We performed the following procedures in respect
implementation.
of the capitalisation of system implementation costs:
Refer to the Audit committee report (page 71);
We evaluated whether the costs incurred were
accounting policies (page 114); and note 8
to the consolidated financial statements
(pages 124 to125)
either expensed or capitalised in line with the
group’s accounting policy and IAS 38. We also
evaluated whether the policy has been applied
consistently with prior years.
We tested a sample of costs, both expensed and
capitalised, to third party evidence.
We assessed the useful lives of capitalised costs in
the context of the group’s accounting policy and industry
benchmarks. We also checked that the timing of
commencement of amortisation was appropriate.
We evaluated management’s assessment as to
whether there were any indicators of impairment
for the costs capitalised.
The audit procedures to address this risk were performed
principally by the full scope component team in Ireland
with oversight from the group audit team.
The key audit matters as set out in the table above are consistent with those reported in 2016, with the exception of the inclusion
of ‘Changes in finance systems and processes, including the capitalisation of system implementation costs’ to reflect the Primark
finance system implementation in the year.
Normalised profit before tax
Full scope components
Specific scope components
Other procedures
82%
10%
8%
Revenue
Full scope components
Specific scope components
Other procedures
80%
9%
11%
Total assets
Full scope components
Specific scope components
Other procedures
75%
11%
14%
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of
materiality and our allocation of performance materiality
determine our audit scope for each entity within the
group. Taken together, this enables us to form an
opinion on the consolidated financial statements. We
take into account the level of revenue and normalised
profit before taxation, risk profile (including country risk,
controls and internal audit findings and the extent of
changes in management, systems and processes and
the business environment) and other known factors
when assessing the level of work to be performed
at each entity.
In assessing the risk of material misstatement to the
group financial statements and to achieve adequate
quantitative coverage of significant accounts in the
financial statements, of the 605 reporting components
of the group, we selected 184 components, which
represent the principal business units within the group.
Of the 184 components selected, we performed an
audit of the complete financial information of 126
components (“full scope components”) which were
selected based on their size or risk characteristics.
For the remaining 58 components (“specific scope
components”), we performed audit procedures on
specific accounts within that component that we
considered had the potential for the greatest impact
on the significant accounts in the financial statements
either because of the size of these accounts or their
risk profile.
The reporting components where we performed full
and specific scope procedures accounted for 92% of
the group’s normalised profit before taxation (2016:
93%), 89% of the group’s revenue (2016: 91%) and
86% of the group’s total assets (2016: 92%). For the
current period, the full scope components contributed
82% of the group’s normalised profit before taxation
(2016: 87%), 80% of the group’s revenue (2016: 81%)
and 75% of the group’s total assets (2016: 76%). The
specific scope components contributed 11% of the
group’s normalised profit before taxation (2016: 6%),
9% of the group’s revenue (2016: 10%) and 11% of
the group’s total assets (2016: 16%). The audit scope
of these components may not have included testing of
all significant accounts of the component but will have
contributed to the coverage of significant accounts
tested for the group.
Of the remaining 421 components (2016: 411) that
together represent 7% of the group’s normalised
profit before taxation (2016: 7%), none are individually
greater than 1% of the group’s normalised profit before
taxation. For these components, we performed other
procedures, including analytical review, testing of
consolidation journals and intercompany eliminations
and foreign currency translation recalculations to
respond to any potential risks of material misstatement
to the group financial statements.
The charts illustrate the coverage obtained from the
work performed by our audit teams.
Involvement with component teams
In establishing our overall approach
to the group audit, we determined
the type of work that needed to
be undertaken at each of the
components, by us as the group audit
team, or by component auditors from
other EY global network firms or by
other auditors operating under our
instruction. Of the 126 full scope
components, audit procedures were
performed on 77 of these directly
by the group audit team and 49 by
component audit teams. For the 58
specific scope components, where
the work was performed by
component auditors, we determined
the appropriate level of involvement
to enable us to determine that
sufficient audit evidence had been
obtained as a basis for our opinion
on the group as a whole.
During the period the Senior Statutory
Auditor or other members of the
group audit team visited 31 full and
specific scope components in the UK,
Ireland, Australia, the US, China,
Germany, India, Mexico, South Africa
and Spain.
These visits involved meeting with
our component team to discuss and
direct its audit approach, reviewing
and understanding the significant
audit findings in response to the risk
areas including asset impairment,
tax provisions and revenue
recognition, holding meetings with
local management, undertaking
factory tours and obtaining updates
on local regulatory matters including
tax, pensions and legal. For our visits
to our Primark component team in
Ireland we also discussed, directed
and inspected key audit evidence
in respect of the finance system
implementation. The group audit
team interacted regularly with the
component teams where appropriate
during various stages of the audit,
reviewed key working papers and
were responsible for the scope
and direction of the audit process.
This, together with the additional
procedures performed at group
level, gave us appropriate evidence
for our opinion on the group financial
statements.
Associated British Foods plcAnnual Report and Accounts 2017Governance
104
104
INDEPENDENT AUDITOR’S REPORT
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements
on the audit and in forming our audit opinion.
Materiality – “The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected
to influence the economic decisions of the users of the financial statements. Materiality provides a basis for determining the
nature and extent of our audit procedures.”
We determined materiality for the group to be £60 million, which is 5% of profit before taxation, adjusted for the £293 million of
profits less losses on sale and closure of businesses (‘normalised profit before taxation’). We believe that normalised profit before
taxation provides us with the most relevant performance measure to the stakeholders of the group, as the profits less losses on
sale and closure of businesses are non-recurring and not related to the ongoing trading of the group. In 2016, we used a materiality
level of £50 million, based on 5% of profit before taxation.
During the course of our audit, we reassessed initial materiality and the actual normalised profit before taxation was 6% higher
than the group’s initial estimates. However, due to the status of our procedures we did not change our materiality assessment
to reflect this.
Performance materiality – “The application of materiality at the individual account or balance level. It is set at an amount to reduce
to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.”
On the basis of our risk assessments, together with our assessment of the group’s overall control environment, our judgement
was that performance materiality was 75% of our planning materiality, namely £45 million. This is an increase from 50%
(£25 million) in 2016 to reflect the fact that 2016 was our first period as auditor of Associated British Foods plc.
Audit work at component locations for the purpose of obtaining audit coverage over significant financial statement accounts is
undertaken based on a percentage of total performance materiality. The performance materiality set for each component is based
on the relative scale and risk of the component to the group as a whole and our assessment of the risk of misstatement at that
component. In the current period, the range of performance materiality allocated to components was £1 million to £20 million
(2016: £1 million to £11 million).
Reporting threshold – “An amount below which identified misstatements are considered as being clearly trivial.”
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of £1 million
(2016: £1 million), which is set at 2% of planning materiality, as well as differences below that threshold that, in our view,
warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light
of other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the annual report and accounts set out on pages 1 to 98,
other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated
in this report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained
in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material misstatement in the financial statements or a
material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material
misstatement of the other information, we are required to report that fact.
We have nothing to report in this regard.
In this context, we also have nothing to report in regard to our responsibility to specifically address the following items in the other
information and to report as uncorrected material misstatements of the other information where we conclude that those items
meet the following conditions:
Fair, balanced and understandable, set out on page 98 – the statement given by the directors that they consider the
annual report and accounts taken as a whole is fair, balanced and understandable and provides the information necessary for
shareholders to assess the group’s performance, business model and strategy, is materially inconsistent with our knowledge
obtained in the audit; or
Associated British Foods plcAnnual Report and Accounts 2017
104
INDEPENDENT AUDITOR’S REPORT
105
105
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements
appropriately address matters communicated by us to the Audit Committee; or
Audit Committee reporting, set out on pages 70 to 74 – the section describing the work of the Audit Committee does not
Directors’ statement of compliance with the UK Corporate Governance Code, set out on page 62 – the parts of the
directors’ statement required under the Listing Rules relating to the company’s compliance with the UK Corporate Governance
Code containing provisions specified for review by the auditor in accordance with Listing Rule 9.8.10R(2) do not properly
disclose a departure from a relevant provision of the UK Corporate Governance Code.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
the information given in the Strategic report and the Directors’ report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course
of the audit, we have not identified material misstatements in the Strategic report or the Directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report
to you if, in our opinion:
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been
received from branches not visited by us; or
the parent company financial statements and the part of the Directors’ remuneration report to be audited are not in agreement
with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit
Responsibilities of directors
As explained more fully in the Directors’ responsibilities statement, set out on page 98, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as
the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group and parent company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have
no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial
statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement
due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected
fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both
those charged with governance of the entity and management.
Our application of materiality
on the audit and in forming our audit opinion.
Materiality – “The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected
to influence the economic decisions of the users of the financial statements. Materiality provides a basis for determining the
nature and extent of our audit procedures.”
We determined materiality for the group to be £60 million, which is 5% of profit before taxation, adjusted for the £293 million of
profits less losses on sale and closure of businesses (‘normalised profit before taxation’). We believe that normalised profit before
taxation provides us with the most relevant performance measure to the stakeholders of the group, as the profits less losses on
sale and closure of businesses are non-recurring and not related to the ongoing trading of the group. In 2016, we used a materiality
level of £50 million, based on 5% of profit before taxation.
During the course of our audit, we reassessed initial materiality and the actual normalised profit before taxation was 6% higher
than the group’s initial estimates. However, due to the status of our procedures we did not change our materiality assessment
to reflect this.
Performance materiality – “The application of materiality at the individual account or balance level. It is set at an amount to reduce
to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.”
On the basis of our risk assessments, together with our assessment of the group’s overall control environment, our judgement
was that performance materiality was 75% of our planning materiality, namely £45 million. This is an increase from 50%
(£25 million) in 2016 to reflect the fact that 2016 was our first period as auditor of Associated British Foods plc.
Audit work at component locations for the purpose of obtaining audit coverage over significant financial statement accounts is
undertaken based on a percentage of total performance materiality. The performance materiality set for each component is based
on the relative scale and risk of the component to the group as a whole and our assessment of the risk of misstatement at that
component. In the current period, the range of performance materiality allocated to components was £1 million to £20 million
(2016: £1 million to £11 million).
Reporting threshold – “An amount below which identified misstatements are considered as being clearly trivial.”
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of £1 million
(2016: £1 million), which is set at 2% of planning materiality, as well as differences below that threshold that, in our view,
warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light
of other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the annual report and accounts set out on pages 1 to 98,
other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated
in this report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained
in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material misstatement in the financial statements or a
material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material
misstatement of the other information, we are required to report that fact.
We have nothing to report in this regard.
In this context, we also have nothing to report in regard to our responsibility to specifically address the following items in the other
information and to report as uncorrected material misstatements of the other information where we conclude that those items
meet the following conditions:
Fair, balanced and understandable, set out on page 98 – the statement given by the directors that they consider the
annual report and accounts taken as a whole is fair, balanced and understandable and provides the information necessary for
shareholders to assess the group’s performance, business model and strategy, is materially inconsistent with our knowledge
obtained in the audit; or
Associated British Foods plcAnnual Report and Accounts 2017Governance
106
106
INDEPENDENT AUDITOR’S REPORT
Our approach was as follows:
We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and determined that the
most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate
to the reporting framework (IFRS, FRS 101, the Companies Act 2006 and UK Corporate Governance Code) and the relevant
tax compliance regulations in the jurisdictions in which the group operates. In addition, we concluded that there are certain
significant laws and regulations which may have an effect on the determination of the amounts and disclosures in the financial
statements being the Listing Rules of the UK Listing Authority, and those laws and regulations relating to health and safety,
employee matters, food standards and food safety.
We understood how the group is complying with those frameworks by making enquiries of management, internal audit,
those responsible for legal and compliance procedures and the company secretary. We corroborated our enquiries through
our review of board minutes, papers provided to the Audit committee and correspondence received from regulatory bodies.
We assessed the susceptibility of the group’s financial statements to material misstatement, including how fraud might occur,
by meeting with management from various parts of the business to understand where it considered there was susceptibility
to fraud. We also considered performance targets and their influence on efforts made by management to manage earnings
or influence the perceptions of analysts. We considered the programs and controls that the group has established to address
risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programs and
controls. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk.
These procedures included testing manual journals and were designed to provide reasonable assurance that the financial
statements were free from fraud or error.
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations
identified in the paragraphs above. Our procedures involved: journal entry testing, with a focus on manual consolidation journals
and journals indicating large or unusual transactions based on our understanding of the business; enquiries of legal counsel,
group management, internal audit, divisional management and all full and specific scope management; and focused testing,
as referred to in the key audit matters section above.
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to
state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for
the opinions we have formed.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s
website at https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other matters we are required to address
Following the recommendation of the Audit committee, we were appointed as auditor by the shareholders and signed an
engagement letter on 20 April 2017. We were appointed by the Company at the AGM on 9 December 2016 to audit the financial
statements for the 52 weeks ending 16 September 2017 and subsequent financial periods. The period of total uninterrupted
engagement including previous renewals and reappointments is two years, covering the 53 weeks ending 17 September 2016
and the 52 weeks ending 16 September 2017.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the Company and we remain
independent of the group and the Company in conducting the audit.
The audit opinion is consistent with the additional report to the Audit committee.
Andrew Walton (Senior Statutory Auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
7 November 2017
Associated British Foods plcAnnual Report and Accounts 2017
CONSOLIDATED INCOME STATEMENT
for the 52 weeks ended 16 September 2017
107
107
Continuing operations
Revenue
Operating costs
Share of profit after tax from joint ventures and associates
Profits less losses on disposal of non-current assets
Operating profit
Adjusted operating profit
Profits less losses on disposal of non-current assets
Amortisation of non-operating intangibles
Transaction costs
Profits less losses on sale and closure of businesses
Profit before interest
Finance income
Finance expense
Other financial (expense)/income
Profit before taxation
Adjusted profit before taxation
Profits less losses on disposal of non-current assets
Amortisation of non-operating intangibles
Transaction costs
Profits less losses on sale and closure of businesses
Taxation – UK
– Overseas
Profit for the period
Attributable to
Equity shareholders
Non-controlling interests
Profit for the period
Basic and diluted earnings per ordinary share (pence)
Dividends per share paid and proposed for the period (pence)
Note
1
2
10
2017
£m
15,357
(14,090)
1,267
63
6
1,336
2016
£m
13,399
(12,364)
1,035
57
11
1,103
1
8
2
21
4
4
4
8
2
21
5
7
6
1,363
6
(28)
(5)
293
1,629
9
(59)
(3)
1,576
1,310
6
(28)
(5)
293
(62)
(303)
(365)
1,211
1,198
13
1,211
151.6
41.00
1,118
11
(21)
(5)
(14)
1,089
6
(56)
3
1,042
1,071
11
(21)
(5)
(14)
(73)
(148)
(221)
821
818
3
821
103.4
36.75
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
108 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
108
for the 52 weeks ended 16 September 2017
Profit for the period recognised in the income statement
Other comprehensive income
Remeasurements of defined benefit schemes
Deferred tax associated with defined benefit schemes
Current tax associated with defined benefit schemes
Items that will not be reclassified to profit or loss
Effect of movements in foreign exchange
Net loss on hedge of net investment in foreign subsidiaries
Deferred tax associated with movements in foreign exchange
Current tax associated with movements in foreign exchange
Reclassification adjustment for movements in foreign exchange on subsidiaries disposed
Movement in cash flow hedging position
Deferred tax associated with movement in cash flow hedging position
Share of other comprehensive income of joint ventures and associates
Items that are or may be subsequently reclassified to profit or loss
Other comprehensive income for the period
Total comprehensive income for the period
Attributable to
Equity shareholders
Non-controlling interests
Total comprehensive income for the period
2017
£m
1,211
438
(77)
–
361
61
(9)
(2)
(1)
(28)
(8)
–
–
13
374
2016
£m
821
(258)
50
1
(207)
610
(75)
8
1
–
(13)
4
16
551
344
1,585
1,165
1,573
12
1,585
1,153
12
1,165
Associated British Foods plcAnnual Report and Accounts 2017
CONSOLIDATED BALANCE SHEET
at 16 September 2017
109
109
Non-current assets
Intangible assets
Property, plant and equipment
Investments in joint ventures
Investments in associates
Employee benefits assets
Deferred tax assets
Other receivables
Total non-current assets
Current assets
Assets classified as held for sale
Inventories
Biological assets
Trade and other receivables
Derivative assets
Income tax
Cash and cash equivalents
Total current assets
Total assets
Current liabilities
Liabilities classified as held for sale
Loans and overdrafts
Trade and other payables
Derivative liabilities
Income tax
Provisions
Total current liabilities
Non-current liabilities
Loans
Other payables
Provisions
Deferred tax liabilities
Employee benefits liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Other reserves
Translation reserve
Hedging reserve
Retained earnings
Total equity attributable to equity shareholders
Non-controlling interests
Total equity
Note
8
9
10
10
11
12
13
14
15
13
24
16
17
18
24
19
17
18
19
12
11
20
20
20
20
2017
£m
1,414
5,470
210
44
285
143
54
7,620
–
2,101
90
1,342
79
28
1,550
5,190
12,810
–
(265)
(2,500)
(113)
(170)
(105)
(3,153)
(612)
(216)
(27)
(231)
(159)
(1,245)
(4,398)
8,412
45
175
456
(31)
7,694
8,339
73
8,412
2016
£m
1,348
5,145
221
39
6
139
41
6,939
312
2,033
86
1,337
105
9
555
4,437
11,376
(75)
(245)
(2,366)
(73)
(147)
(54)
(2,960)
(640)
(185)
(34)
(139)
(296)
(1,294)
(4,254)
7,122
45
175
433
(22)
6,423
7,054
68
7,122
The financial statements on pages 107 to 157 were approved by the board of directors on 7 November 2017 and were signed on
its behalf by:
Charles Sinclair
Chairman
John Bason
Director
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
110 CONSOLIDATED CASH FLOW STATEMENT
110
for the 52 weeks ended 16 September 2017
Cash flow from operating activities
Profit before taxation
Profits less losses on disposal of non-current assets
Profits less losses on sale and closure of businesses
Transaction costs
Finance income
Finance expense
Other financial expense/(income)
Share of profit after tax from joint ventures and associates
Amortisation
Depreciation
Net change in the fair value of current biological assets
Share-based payment expense
Pension costs less contributions
Increase in inventories
Increase in receivables
Increase in payables
Purchases less sales of current biological assets
(Decrease)/increase in provisions
Cash generated from operations
Income taxes paid
Net cash from operating activities
Cash flows from investing activities
Dividends received from joint ventures and associates
Purchase of property, plant and equipment
Purchase of intangibles
Sale of property, plant and equipment
Purchase of subsidiaries, joint ventures and associates
Sale of subsidiaries, joint ventures and associates
Interest received
Net cash from investing activities
Cash flows from financing activities
Dividends paid to non-controlling interests
Dividends paid to equity shareholders
Interest paid
Increase/(decrease) in short-term loans
(Decrease)/increase in long-term loans
Purchase of shares in subsidiary undertaking from non-controlling interests
Movements from changes in own shares held
Net cash from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Effect of movements in foreign exchange
Cash and cash equivalents at the end of the period
Note
2017
£m
2016
£m
2
1,576
(6)
(293)
3
(9)
59
3
(63)
57
514
–
21
12
(40)
(2)
168
(2)
(1)
1,997
(356)
1,641
69
(823)
(43)
49
(79)
452
8
(367)
(4)
(299)
(59)
49
(9)
(3)
(10)
(335)
939
462
(15)
1,386
1,042
(11)
14
5
(6)
56
(3)
(57)
47
439
(12)
7
7
(62)
(55)
107
(2)
5
1,521
(211)
1,310
25
(774)
(30)
27
(10)
–
6
(756)
(10)
(279)
(62)
(109)
12
(252)
(19)
(719)
(165)
585
42
462
Associated British Foods plcAnnual Report and Accounts 2017
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the 52 weeks ended 16 September 2017
111
111
Attributable to equity shareholders
Issued
capital
£m
Other
reserves
£m
Translation
reserve
£m
Hedging
reserve
£m
Retained
earnings
£m
Note
Non-
controlling
interests
£m
Total
£m
Total
equity
£m
45
175
(120)
(11) 6,232 6,321
190 6,511
Balance as at 12 September 2015
Total comprehensive income
Profit for the period recognised in the income statement
Remeasurements of defined benefit schemes
Deferred tax associated with defined benefit schemes
Current tax associated with defined benefit schemes
Items that will not be reclassified to profit or loss
Effect of movements in foreign exchange
Net loss on hedge of net investment in foreign subsidiaries
Deferred tax associated with movements in foreign exchange
Current tax associated with movements in foreign exchange
Movement in cash flow hedging position
Deferred tax associated with movement in cash flow
hedging position
Share of other comprehensive income of joint ventures
and associates
Items that are or may be subsequently reclassified to
profit or loss
Other comprehensive income
Total comprehensive income
Transactions with owners
Dividends paid to equity shareholders
Net movement in own shares held
Deferred tax associated with share-based payments
Current tax associated with share-based payments
Dividends paid to non-controlling interests
Acquisition and disposal of non-controlling interests
Total transactions with owners
Balance as at 17 September 2016
Total comprehensive income
Profit for the period recognised in the income statement
Remeasurements of defined benefit schemes
Deferred tax associated with defined benefit schemes
Items that will not be reclassified to profit or loss
Effect of movements in foreign exchange
Net loss on hedge of net investment in foreign subsidiaries
Deferred tax associated with movements in foreign exchange
Current tax associated with movements in foreign exchange
Reclassification adjustment for movements in foreign exchange
on subsidiaries disposed
Movement in cash flow hedging position
Items that are or may be subsequently reclassified to
profit or loss
Other comprehensive income
Total comprehensive income
Transactions with owners
Dividends paid to equity shareholders
Net movement in own shares held
Deferred tax associated with share-based payments
Current tax associated with share-based payments
Dividends paid to non-controlling interests
Acquisition and disposal of non-controlling interests
Total transactions with owners
Balance as at 16 September 2017
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
45
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
45
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
175
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
175
6
6
–
–
–
–
–
603
(75)
8
1
–
–
16
–
–
–
–
–
2
–
–
–
(17)
4
–
553
(11)
818
818
(258)
50
1
(207)
–
–
–
–
–
–
–
–
(258)
50
1
(207)
605
(75)
8
1
(17)
4
16
542
3
–
–
–
–
5
–
–
–
4
–
–
9
821
(258)
50
1
(207)
610
(75)
8
1
(13)
4
16
551
553
553
–
–
–
–
–
–
–
433
–
–
–
–
63
(9)
(2)
(1)
(28)
–
23
23
23
–
–
–
–
–
–
–
456
(11)
(11)
(207)
335
611 1,153
9
344
12 1,165
–
–
–
–
–
–
–
(279)
(279)
(12)
(12)
(2)
(2)
1
1
–
–
(128)
(128)
(420)
(420)
(22) 6,423 7,054
–
–
–
–
(10)
(124)
(134)
(279)
(12)
(2)
1
(10)
(252)
(554)
68 7,122
1,198 1,198
13 1,211
–
–
–
–
–
–
–
–
–
(9)
(9)
438
(77)
361
438
(77)
361
63
(9)
(2)
(1)
(28)
(9)
–
–
–
–
–
–
–
–
–
–
(2)
–
–
–
–
1
438
(77)
361
61
(9)
(2)
(1)
(28)
(8)
14
(1)
13
(9)
375
361
(9) 1,559 1,573
(1)
374
12 1,585
–
–
–
–
–
–
–
(299)
(299)
11
11
1
1
(1)
(1)
–
–
–
–
(288)
(288)
(31) 7,694 8,339
(299)
–
11
–
1
–
(1)
–
(4)
(4)
(3)
(3)
(7)
(295)
73 8,412
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
112 SIGNIFICANT ACCOUNTING POLICIES
112
for the 52 weeks ended 16 September 2017
Associated British Foods plc (‘the
Company’) is a company domiciled in
the United Kingdom. The consolidated
financial statements of the Company
for the 52 weeks ended 16 September
2017 comprise those of the Company
and its subsidiaries (together referred to
as ‘the group’) and the group’s interest
in joint ventures and associates.
The consolidated financial statements
were authorised for issue by the directors
on 7 November 2017.
The consolidated financial statements
have been prepared and approved by the
directors in accordance with International
Financial Reporting Standards as adopted
by the EU (‘Adopted IFRS’).
The Company has elected to prepare
its parent company financial statements
under Financial Reporting Standard 101
Reduced Disclosure Framework. These
are presented on pages 158 to 164.
Basis of preparation
The going concern basis has been
applied in these accounts. The
consolidated financial statements are
presented in sterling, rounded to the
nearest million. They are prepared on the
historical cost basis except that current
biological assets and certain financial
instruments are stated at fair value.
Assets classified as held for sale are
stated at the lower of carrying amount
and fair value less costs to sell.
The preparation of financial statements
under Adopted IFRS requires
management to make judgements,
estimates and assumptions about the
reported amounts of assets and liabilities,
income and expenses and the disclosure
of contingent assets and liabilities. The
estimates and associated assumptions
are based on experience. Actual results
may differ from these estimates.
Judgements made by management
in the application of Adopted IFRS that
have a significant effect on the financial
statements, and estimates with a
significant risk of material adjustment
next year, are discussed in Accounting
estimates and judgements detailed
on page 116.
The estimates and underlying
assumptions are reviewed on a regular
basis. Revisions to accounting estimates
are recognised from the period in which
the estimates are revised.
The accounting policies set out
below have been applied to all
periods presented, except where
detailed otherwise.
Details of new accounting standards
which came into force in the year are
set out at the end of this note.
The consolidated financial statements
of the group are prepared to the Saturday
nearest to 15 September. Accordingly,
these financial statements have been
prepared for the 52 weeks ended
16 September 2017 (2016 – 53 weeks
ended 17 September 2016). To
avoid delay in the preparation of the
consolidated financial statements,
the results of certain subsidiaries, joint
ventures and associates are included
up to 31 August each year. Adjustments
are made as appropriate for significant
transactions or events occurring between
16 September and these other balance
sheet dates.
The group’s business activities, together
with the factors likely to affect its future
development, performance and position
are set out in the Strategic report on
pages 6 to 47. The financial position
of the group, its cash flows, liquidity
position and borrowing facilities are
described in the Financial review on
pages 48 and 49. In addition, the Principal
risks and uncertainties on pages 54 to 58
and note 24 on pages 138 to 147 provide
details of the group’s policy on managing
its financial and commodity risks.
The group has considerable financial
resources, good access to debt markets,
a diverse range of businesses and a
wide geographic spread. It is therefore
well-placed to manage business
risks successfully.
Basis of consolidation
The consolidated financial statements
include the results of the Company and
all of its subsidiaries from the date that
control commences to the date that
control ceases. The consolidated financial
statements also include the group’s
share of the after-tax results, other
comprehensive income and net assets
of its joint ventures and associates on
an equity-accounted basis from the
point at which joint control or significant
influence respectively commences,
to the date that it ceases.
Subsidiaries are entities controlled by
the Company. Control exists when the
Company has the power, directly or
indirectly, to direct the activities of an
entity so as to significantly affect the
returns of that entity.
Changes in the group’s ownership
interest in a subsidiary that do not result
in a loss of control are accounted for
within equity.
All the group’s joint arrangements
are joint ventures, which are entities
over whose activities the group has
joint control, typically established by
contractual agreement and requiring
the venturers’ unanimous consent for
strategic financial and operating
decisions.
Associates are those entities in which
the group has significant influence, being
the power to participate in the financial
and operating policy decisions of the
entity, but which does not amount to
control or joint control.
Where the group’s share of losses
exceeds its interest in a joint venture
or associate, the carrying amount is
reduced to zero and recognition of further
losses is discontinued except to the
extent that the group has incurred legal
or constructive obligations or made
payments on behalf of an investee.
Control, joint control and significant
influence are generally assessed by
reference to equity shareholdings and
voting rights.
Business combinations
On the acquisition of a business, fair
values are attributed to the identifiable
assets, liabilities and contingent liabilities
acquired, reflecting conditions at the date
of acquisition. Adjustments to fair values
include those made to bring accounting
policies into line with those of the group.
Provisional fair values are finalised within
12 months of the business combination
date and, where significant, are adjusted
by restatement of the comparative period
in which the acquisition occurred. Non-
controlling interests are measured at the
proportionate share of the net identifiable
assets acquired.
Existing equity interests in the acquiree
are remeasured to fair value as at the
date of the business combination, with
any resulting gain or loss taken to the
income statement.
Associated British Foods plcAnnual Report and Accounts 2017 113
113
Goodwill arising on a business
combination is the excess of the
remeasured carrying amount of any
existing equity interest plus the fair value
of consideration payable for the additional
stake over the fair value of the share
of net identifiable assets and liabilities
acquired (including separately identified
intangible assets), net of non-controlling
interests. Total consideration does not
include transaction costs, which are
expensed as incurred. Contingent
consideration is measured at fair value
at the date of the business combination,
classified as a liability or equity (usually as
a liability), and subsequently accounted
for in line with that classification.
Changes in contingent consideration
classified as a liability resulting other
than from the finalisation of provisional
fair values are accounted for in the
income statement.
Revenue
Revenue represents the value of sales
made to customers after deduction of
discounts, sales taxes and a provision for
returns. Discounts include sales rebates,
price discounts, customer incentives,
certain promotional activities and similar
items. Revenue does not include sales
between group companies. Revenue is
recognised when the risks and rewards
of the underlying products have been
substantially transferred to the customer
and when it can be measured reliably.
In the food businesses, revenue from
the sale of goods is generally recognised
on dispatch or delivery to customers,
dependent on shipping terms. Discounts
and returns are provided for as a
reduction to revenue when sales are
recorded, based on management’s best
estimate of the amount required to meet
claims by customers, taking into account
contractual and legal obligations,
historical trends and past experience.
In the retail business, revenue from
the sale of goods is recognised when
the customer purchases goods in store.
Returns are provided for as a reduction
to revenue when sales are recorded,
based on management’s best estimate
of the amount required to meet claims by
customers, taking into account historical
trends and past experience.
Borrowing costs
Borrowing costs are accounted for
using the effective interest method.
The group capitalises borrowing costs
directly attributable to the acquisition,
construction or production of qualifying
items of property, plant and equipment
as part of their cost. Interest capitalised
is taxed under current or deferred tax
as appropriate.
Exceptional items
Exceptional items are defined as items
of income and expenditure which are
material and unusual in nature and which
are considered to be of such significance
that they require separate disclosure
on the face of the income statement.
Adjusted profit and earnings
measures
Adjusted operating profit is stated before
amortisation of non-operating intangibles,
transaction costs and profits less losses
on disposal of non-current assets.
Adjusted profit before tax is stated before
amortisation of non-operating intangibles,
transaction costs, profits less losses
on disposal of non-current assets and
profits less losses on sale and closure of
businesses. Both measures are shown
on the face of the income statement.
Adjusted earnings and adjusted earnings
per share are shown in the notes and
are stated before amortisation of non-
operating intangibles, transaction costs,
profits less losses on disposal of non-
current assets and profits less losses
on sale and closure of businesses
together with the related tax effect.
Items as defined above which arise in
the group’s joint ventures and associates
are also treated as adjusting items for
the purposes of adjusted operating profit
and adjusted profit before tax. These
items are identified in the relevant notes.
Constant currency
Constant currency is derived by
translating the prior year results at current
year weighted average exchange rates.
Foreign currencies
In individual companies, transactions
in foreign currencies are recorded at
the rate of exchange at the date of
the transaction. Monetary assets
and liabilities in foreign currencies
are translated at the rate prevailing
at the balance sheet date. Any
resulting differences are taken to
the income statement.
On consolidation, assets and liabilities of
foreign operations that are denominated
in foreign currencies are translated into
sterling at the rate of exchange at the
balance sheet date. Income and expense
items are translated into sterling at
average rates of exchange.
Differences arising from the retranslation
of opening net assets of group
companies, together with differences
arising from the restatement of the
net results of group companies from
average rates to rates at the balance
sheet date, are taken to the translation
reserve in equity.
Pensions and other post-
employment benefits
The group’s pension arrangements
comprise defined benefit plans, defined
contribution plans and other unfunded
post-employment liabilities. For defined
benefit plans, the amount charged in the
income statement is the cost of benefits
accruing to employees over the year,
plus any benefit improvements granted
to members by the group during the
year. It also includes net interest expense
or income calculated by applying the
liability discount rate to the net pension
asset or liability. For each plan, the
difference between market value of
assets and present value of liabilities
is disclosed as an asset or liability in
the balance sheet.
Any related deferred tax (to the extent
recoverable) is disclosed separately in
the balance sheet. Remeasurements
are recognised immediately in other
comprehensive income. Surpluses
are recognised only to the extent that
they are recoverable. Movements in
irrecoverable surpluses are recognised
immediately as remeasurements in
other comprehensive income.
Contributions payable by the group in
respect of defined contribution plans are
charged to operating profit as incurred.
Other unfunded post-employment
liabilities are accounted for in the same
way as defined benefit pension plans.
Share-based payments
The fair value of share awards at grant
date is recognised as an employee
expense with a corresponding increase
in equity, spread over the period during
which the employees become
unconditionally entitled to the shares.
The amount recognised is adjusted to
reflect expected and actual levels of
vesting except where the failure to
vest is as a result of not meeting
a market condition.
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
114 SIGNIFICANT ACCOUNTING POLICIES
114
for the 52 weeks ended 16 September 2017
Income tax
Income tax on profit or loss for the period
comprises current and deferred tax.
Income tax is recognised in the income
statement except to the extent that it
relates to items taken directly to equity.
Current tax is the tax expected to be
payable on taxable income for the year,
using tax rates enacted or substantively
enacted during the period, together with
any adjustment to tax payable in respect
of previous years.
Deferred tax is provided using the
balance sheet liability method, providing
for temporary differences between the
carrying amounts of assets and liabilities
for financial reporting purposes and the
amounts used for taxation purposes.
The following temporary differences
are not provided for: initial recognition
of goodwill; initial recognition of assets or
liabilities affecting neither accounting nor
taxable profit other than those acquired in
a business combination; and differences
relating to investments in subsidiaries
to the extent that they will probably not
reverse in the foreseeable future. The
amount of deferred tax provided is based
on the expected manner of realisation
or settlement of the carrying amount
of assets and liabilities, using tax rates
enacted or substantively enacted at the
balance sheet date.
A deferred tax asset is recognised only
to the extent that it is probable that future
taxable profits will be available against
which the asset can be utilised.
Additional income taxes that arise
from the distribution of dividends are
recognised at the same time as the
liability to pay the related dividend.
Financial assets and liabilities
Financial assets and financial liabilities,
except for other non-current investments
and derivatives, are measured initially
at fair value, plus directly attributable
transaction costs, and thereafter at
amortised cost. Other non-current
investments (classified under non-current
other receivables) comprise available-for-
sale investments measured at market
prices where available. Where quoted
market prices in an active market are
not available, and where fair value
cannot be reliably measured, unquoted
equity instruments are measured at
cost less impairment.
Cash and cash equivalents
Cash and cash equivalents comprise
bank and cash balances, call deposits
and short-term investments with original
maturities of three months or less.
Bank overdrafts that are repayable on
demand and form an integral part of the
group’s cash management are included
as a component of cash and cash
equivalents for the purpose of the
cash flow statement.
Derivatives
Derivatives are used to manage the
group’s economic exposure to financial
and commodity risks. The principal
instruments used are foreign exchange
and commodity contracts, futures, swaps
or options (the ‘hedging instrument’).
The group does not use derivatives
for speculative purposes.
Derivatives are recognised in the balance
sheet, at fair value, based on market
prices or rates, or calculated using
either discounted cash flow or option
pricing models.
Changes in the value of derivatives are
recognised in the income statement
unless they qualify for hedge accounting,
when recognition of any change in fair
value depends on the nature of the item
being hedged.
The purpose of hedge accounting is
to mitigate the impact on the group’s
income statement of changes in
foreign exchange or interest rates
and commodity prices, by matching
the impact of the hedged risk and
the hedging instrument in the
income statement.
Changes in the value of derivatives
used as hedges of future cash flows are
recognised through other comprehensive
income in the hedging reserve, with
any ineffective portion recognised
immediately in the income statement.
When the future cash flow results in the
recognition of a non-financial asset or
liability, the gains and losses previously
recognised in the hedging reserve are
included in the initial measurement of
that asset or liability. Otherwise, gains
and losses previously recognised in the
hedging reserve are recognised in the
income statement at the same time
as the hedged transaction.
Hedge accounting is discontinued when
the hedging instrument expires or is
sold, terminated, exercised, or no longer
qualifies for hedge accounting. At that
time, any cumulative gain or loss on
the hedging instrument recognised in
the hedging reserve is retained in the
hedging reserve until the forecast
transaction occurs. Gains or losses
on hedging instruments relating
to an underlying exposure that
no longer exists are taken to the
income statement.
Hedges of the group’s net investment
in foreign operations principally comprise
borrowings in the currency of the
investment’s net assets.
The group economically hedges foreign
currency exposure on recognised
monetary assets and liabilities but does
not normally seek hedge accounting.
Any derivatives that the group holds
to hedge this exposure are classified as
‘held for trading’ within derivative assets
and liabilities. Changes in the fair value
of such derivatives and the foreign
exchange gains and losses arising on
the related monetary items are
recognised within operating profit.
Intangible assets other than goodwill
Non-operating intangible assets are
intangible assets that arise on business
combinations and typically include
technology, brands, customer
relationships and grower agreements.
Operating intangible assets are acquired
in the ordinary course of business and
typically include computer software, land
use rights and emissions trading licences.
Intangible assets other than goodwill
are stated at cost less accumulated
amortisation and impairment charges.
Amortisation is charged to the income
statement on a straight-line basis over
the estimated useful lives of intangible
assets from the date they are available
for use. The estimated useful lives are
generally deemed to be no longer than:
Technology and brands – up to 15 years
Customer relationships – up to 5 years
Grower agreements – up to 10 years
Associated British Foods plcAnnual Report and Accounts 2017 115
115
Goodwill
Goodwill is defined under ‘Business
combinations’ on page 112. Certain
commercial assets associated with the
acquisition of a business are not capable
of being recognised in the acquisition
balance sheet. In such circumstances,
goodwill is recognised, which may
include, but is not necessarily limited
to, workforce assets and the benefits
of expected future synergies.
Goodwill is not amortised but is subject
to an annual impairment review.
Research and development
Research expenditure is expensed as
incurred. Development expenditure
is capitalised if the product or process
is technically and commercially feasible
but is otherwise expensed as incurred.
Capitalised development expenditure
is stated at cost less accumulated
amortisation and impairment charges.
Impairment
The carrying amounts of the group’s
intangible assets and property, plant and
equipment are reviewed at each balance
sheet date to determine whether there is
any indication of impairment. If any such
indication exists, the asset’s recoverable
amount is estimated. For goodwill,
and intangibles without a finite life,
the recoverable amount is estimated
at least annually.
An impairment charge is recognised
in the income statement whenever
the carrying amount of an asset or its
cash-generating unit (CGU) exceeds
its recoverable amount.
Impairment charges recognised in
respect of CGUs are allocated first
to reduce the carrying amount of any
goodwill allocated to that CGU and
then to reduce the carrying amount
of the other assets in the unit on
a pro rata basis.
Calculation of recoverable amount
The recoverable amount of assets is
the greater of their fair value less costs
to sell and their value in use. In assessing
value in use, estimated future cash flows
are discounted to present value using a
pre-tax discount rate that reflects current
market assessments of the time value
of money and the risks specific to the
asset. For an asset that does not
generate largely independent cash
inflows, recoverable amount is
determined for the CGU to which
the asset belongs.
Reversals of impairment
An impairment charge in respect of
goodwill is not subsequently reversed.
For other assets, an impairment charge
is reversed if there has been a change
in the estimates used to determine
the recoverable amount, but only to
the extent that the new carrying amount
does not exceed the carrying amount
that would have been determined, net
of depreciation or amortisation, if no
impairment charge had been recognised.
Property, plant and equipment
Items of property, plant and equipment
are stated at cost less accumulated
depreciation and impairment charges.
Depreciation is charged to the income
statement on a straight-line basis over
the estimated useful lives of items of
property, plant and equipment sufficient
to reduce them to estimated residual
value. Land is not depreciated. Estimated
useful lives are generally deemed to
be no longer than:
Freehold buildings
Plant and equipment, fixtures and fittings
– sugar factories, yeast
up to 66 years
plants, mills and
bakeries
– other operations
Vehicles
Sugar cane roots
up to 20 years
up to 12 years
up to 10 years
up to 10 years
Leases
A lease is an agreement whereby the
lessor conveys to the lessee, in return for
a payment or a series of payments, the
right to use a specific asset for an agreed
period of time.
Where the group is a lessee and has
substantially all the risks and rewards of
ownership of an asset, the arrangement
is considered a finance lease. Finance
leases are recognised as assets of
the group within property, plant and
equipment at the inception of the lease
at the lower of fair value and the present
value of the minimum lease payments.
Depreciation on leased assets is charged
to the income statement on the same
basis as owned assets. Payments made
under finance leases are apportioned
between capital repayments and interest
expense charged to the income
statement. Other leases where the
group is a lessee are treated as operating
leases. Payments made under operating
leases are recognised in the income
statement on a straight-line basis over
the term of the lease, as is the benefit
of lease incentives.
Where the group is a lessor under an
operating lease, the asset is capitalised
within property, plant and equipment and
depreciated over its useful economic
life. Payments received under operating
leases are recognised in the income
statement on a straight-line basis over
the term of the lease.
Current biological assets
Current biological assets are measured
at fair value less costs to sell.
The basis of valuation for growing cane
is estimated sucrose content valued at
estimated sucrose price for the following
season, less estimated costs for
harvesting and transport.
When harvested, growing cane is
transferred to inventory at fair value
less costs to sell.
Inventories
Inventories are stated at the lower
of cost and net realisable value. Cost
includes raw materials, direct labour and
expenses and an appropriate proportion
of production and other overheads,
calculated on a first-in first-out basis.
Inventories for the retail businesses
are valued at the lower of cost and net
realisable value using the retail method,
calculated on the basis of selling price
less appropriate trading margin. All retail
inventories are finished goods.
New accounting policies
The following new accounting standards
were adopted in the year, none of which
resulted in a significant impact to the
current or prior years:
Annual Improvements to IFRSs
2012–2014
Amendments to IFRS 10, IFRS 12
and IAS 28: Investment Entities –
Applying the Consolidation Exception
Amendments to IFRS 11:
Accounting for Acquisitions of
Interests in Joint Operations
Amendments to IAS 1: Disclosure
Initiative
Amendments to IAS 16 and IAS 38:
Clarification of Acceptable Methods
of Depreciation and Amortisation
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
116 SIGNIFICANT ACCOUNTING POLICIES
116
for the 52 weeks ended 16 September 2017
The group is assessing the impact of the
following standards, interpretations and
amendments that are not yet effective.
Where already endorsed by the EU,
these changes will be adopted on the
effective dates noted. Where not yet
endorsed by the EU, the adoption date
is less certain. The standards effective
in 2018 are not expected to have any
material effect on the group.
Amendments to IFRS 2: Classification
and Measurement of Share-based
Payment Transactions effective 2019
financial year (not yet endorsed by
the EU)
Amendments to IFRS 4: Applying IFRS
9 Financial Instruments with IFRS 4
Insurance Contracts effective 2019
financial year (not yet endorsed by
the EU)
Annual Improvements to IFRSs
2014–2016 effective 2018 and 2019
financial years
IFRS 9 Financial Instruments:
Classification and Measurement
effective 2019 financial year
IFRS 15 Revenue from Contracts
with Customers effective 2019
financial year
IFRS 16 Leases effective 2020 financial
year (not yet endorsed by the EU)
IFRS 17 Insurance Contracts effective
2022 financial year (not yet endorsed
by the EU)
Amendments to IAS 7: Disclosure
Initiative effective 2018 financial year
(not yet endorsed by the EU)
Amendments to IAS 12: Recognition
of Deferred Tax Assets for Unrealised
Losses effective 2018 financial year
(not yet endorsed by the EU)
IFRIC 22: Foreign Currency
Transactions and Advance
Consideration effective 2019 financial
year (not yet endorsed by the EU)
IFRIC 23: Uncertainty over Income Tax
Treatments effective 2020 financial
year (not yet endorsed by the EU)
ACCOUNTING ESTIMATES AND JUDGEMENTS
for the 52 weeks ended 16 September 2017
In applying the accounting policies
detailed on pages 112 to 116,
management has made estimates in a
number of areas and the actual outcome
may differ from those calculated. Key
sources of estimation uncertainty at the
balance sheet date, with the potential for
material adjustment to the carrying value
of assets and liabilities within the next
financial year, are set out below.
Forecasts and discount rates
The carrying values of a number of items
on the balance sheet are dependent on
estimates of future cash flows arising
from the group’s operations which,
in some circumstances, are discounted
to arrive at a net present value.
Assessment for impairment involves
comparing the book value of an asset
with its recoverable amount (being the
higher of value in use and fair value less
costs to sell). Value in use is determined
with reference to projected future cash
flows discounted at an appropriate rate.
Both the cash flows and the discount
rate involve a significant degree of
estimation uncertainty.
The realisation of deferred tax assets
is dependent on the generation of
sufficient future taxable profits. The
group recognises deferred tax assets to
the extent that it is considered probable
that sufficient taxable profits will be
available in the future. Deferred tax
assets are reduced to the extent that
it is no longer considered probable that
the related tax benefit will be realised.
Post-retirement benefits
The group’s defined benefit pension
schemes and similar arrangements are
assessed annually in accordance with
IAS 19. The accounting valuation, which
has been assessed using assumptions
determined with independent actuarial
advice, resulted in a net asset of £126m
being recognised as at 16 September
2017. The size of this net asset is
sensitive to the market value of the
assets held by the schemes, to the
discount rate used in assessing liabilities,
to the actuarial assumptions (which
include price inflation, rates of pension
and salary increases, mortality and other
demographic assumptions) and to the
level of contributions. Further details
are included in note 11.
The three new standards with the
most significant potential effect on the
group’s financial statements are: IFRS 9,
IFRS 15 and IFRS 16.
Impact assessments and implementation
planning is already underway for
these standards.
Further details of the group’s transitional
approach to their implementation and
their expected impact will be provided
in the 2018 consolidated financial
statements.
The impact of the other standards is
currently under review, but is expected
to be much less significant.
Biological assets
In valuing growing cane, estimating
sucrose content requires management to
assess expected cane and sucrose yields
for the following season considering
weather conditions and harvesting
programmes. Estimating sucrose price
requires management to assess into
which markets the forthcoming crop will
be sold and assess domestic and export
prices as well as related foreign currency
exchange rates. The carrying value of
growing cane is disclosed in note 15.
Taxation
The group makes provision for open
tax issues including, in a number of
jurisdictions, routine tax audits which
are by nature complex and can take
a number of years to resolve.
Provisions are based on management’s
interpretation of tax law in each country
and ongoing monitoring of the outcome
of EU cases and investigations on tax
rulings, and reflect the best estimate
of the liability. The group believes it
has made adequate provision for
such matters.
Associated British Foods plcAnnual Report and Accounts 2017
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
for the 52 weeks ended 16 September 2017
117
117117
1. Operating segments
The group has five operating segments,
as described below. These are the
group’s operating divisions, based on
the management and internal reporting
structure, which combine businesses
with common characteristics, primarily in
respect of the type of products offered
by each business, but also the production
processes involved and the manner
of the distribution and sale of goods.
The board is the chief operating
decision-maker.
Inter-segment pricing is determined on
an arm’s length basis. Segment result is
adjusted operating profit, as shown on
the face of the consolidated income
statement. Segment assets comprise
all non-current assets except employee
benefits assets, income tax assets and
deferred tax assets, and all current assets
except cash and cash equivalents.
Segment liabilities comprise trade and
other payables, derivative liabilities
and provisions.
Segment results, assets and liabilities
include items directly attributable to
a segment as well as those that can
be allocated on a reasonable basis.
Unallocated items comprise mainly
corporate assets and expenses, cash,
borrowings, employee benefits balances
and current and deferred tax balances.
Segment non-current asset additions are
the total cost incurred during the period
to acquire segment assets that are
expected to be used for more than one
year, comprising property, plant and
equipment, operating intangibles and
biological assets.
The group is comprised of the following
operating segments:
Grocery
The manufacture of grocery products,
including hot beverages, sugar &
sweeteners, vegetable oils, bread
& baked goods, cereals, ethnic
foods, and meat products, which
are sold to retail, wholesale and
foodservice businesses.
Sugar
The growing and processing of sugar
beet and sugar cane for sale to industrial
users and to Silver Spoon, which is
included in the grocery segment.
Agriculture
The manufacture of animal feeds and
the provision of other products and
services for the agriculture sector.
Ingredients
The manufacture of bakers’ yeast, bakery
ingredients, enzymes, lipids, yeast
extracts and cereal specialities.
Retail
Buying and merchandising value clothing
and accessories through the Primark
and Penneys retail chains.
Geographical information
In addition to the required disclosure for operating segments, disclosure is also given of certain geographical information about
the group’s operations, based on the geographical groupings: United Kingdom; Europe & Africa; The Americas; and Asia Pacific.
Revenues are shown by reference to the geographical location of customers. Profits are shown by reference to the geographical
location of the businesses. Segment assets are based on the geographical location of the assets.
Operating segments
Grocery
Sugar
Agriculture
Ingredients
Retail
Central
Businesses disposed:
Grocery
Sugar
Geographical information
United Kingdom
Europe & Africa
The Americas
Asia Pacific
Businesses disposed:
The Americas
Asia Pacific
Revenue
2017
£m
Adjusted
operating profit
2016
£m
2017
£m
2016
£m
3,381
2,174
1,203
1,493
7,053
–
15,304
53
–
15,357
5,702
5,865
1,538
2,199
15,304
53
–
15,357
3,097
1,636
1,084
1,294
5,949
–
13,060
177
162
13,399
5,375
4,564
1,226
1,895
13,060
177
162
13,399
303
223
50
125
735
(75)
1,361
5
(3)
1,363
504
555
189
113
1,361
5
(3)
1,363
294
35
58
93
689
(60)
1,109
10
(1)
1,118
484
364
158
103
1,109
10
(1)
1,118
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
118 NOTES FORMING PART OF THE FINANCIAL STATEMENTS
118
for the 52 weeks ended 16 September 2017
1. Operating segments continued
For the 52 weeks ended 16 September 2017
Revenue from continuing businesses
Internal revenue
External revenue from continuing businesses
Businesses disposed
Revenue from external customers
Adjusted operating profit before joint ventures
and associates
Share of profit after tax from joint ventures and associates
Businesses disposed
Adjusted operating profit
Profits less losses on disposal of non-current assets
Amortisation of non-operating intangibles
Transaction costs
Profits less losses on sale and closure of businesses
Profit before interest
Finance income
Finance expense
Other financial expense
Taxation
Profit for the period
Segment assets (excluding joint ventures and associates)
Investments in joint ventures and associates
Segment assets
Cash and cash equivalents
Income tax
Deferred tax assets
Employee benefits assets
Segment liabilities
Loans and overdrafts
Income tax
Deferred tax liabilities
Employee benefits liabilities
Net assets
Grocery
£m
Sugar
£m
Agriculture
£m
Ingredients
£m
3,384
(3)
3,381
53
3,434
2,282
(108)
2,174
–
2,174
1,207
(4)
1,203
–
1,203
1,674
(181)
1,493
–
1,493
Retail
£m
7,053
–
7,053
–
7,053
264
39
5
308
17
(25)
(4)
110
406
220
3
(3)
220
–
(1)
–
183
402
37
13
–
50
–
(1)
–
–
49
112
13
–
125
–
(1)
(1)
–
123
735
–
–
735
(6)
–
–
–
729
406
402
2,349
36
2,385
2,079
23
2,102
49
371
131
502
123
729
1,416
64
1,480
4,245
–
4,245
(515)
(480)
(112)
(273)
(1,382)
1,870
1,622
390
1,207
2,863
Non-current asset additions
Depreciation
Amortisation
Impairment of property, plant & equipment on disposal
of business
140
(116)
(43)
100
(84)
(4)
(2)
–
27
(11)
(2)
–
78
(52)
(4)
–
519
(248)
(3)
–
Geographical information
Revenue from external customers
Segment assets
Non-current asset additions
Depreciation
Amortisation
Impairment of property, plant & equipment on disposal
of business
United
Kingdom
£m
Europe
& Africa
£m
The
Americas
£m
5,702
4,199
290
(189)
(33)
5,865
4,123
407
(190)
(8)
1,591
1,077
89
(54)
(5)
–
–
(2)
–
(2)
Central
£m
(296)
296
–
–
–
(75)
–
–
(75)
(5)
–
–
–
(80)
9
(59)
(3)
(365)
(498)
90
–
90
1,550
28
143
285
(199)
(877)
(170)
(231)
(159)
460
3
(3)
(1)
–
Asia
Pacific
£m
2,199
1,405
81
(81)
(11)
Total
£m
15,304
–
15,304
53
15,357
1,293
68
2
1,363
6
(28)
(5)
293
1,629
9
(59)
(3)
(365)
1,211
10,550
254
10,804
1,550
28
143
285
(2,961)
(877)
(170)
(231)
(159)
8,412
867
(514)
(57)
(2)
Total
£m
15,357
10,804
867
(514)
(57)
Associated British Foods plcAnnual Report and Accounts 2017
119
119119
1. Operating segments continued
For the 53 weeks ended 17 September 2016
Revenue from continuing businesses
Internal revenue
External revenue from continuing businesses
Businesses disposed
Revenue from external customers
Adjusted operating profit before joint ventures
and associates
Share of profit after tax from joint ventures and associates
Businesses disposed
Adjusted operating profit
Profits less losses on disposal of non-current assets
Amortisation of non-operating intangibles
Transaction costs
Profits less losses on sale and closure of businesses
Profit before interest
Finance income
Finance expense
Other financial income
Taxation
Profit for the period
Segment assets (excluding joint ventures and associates)
Investments in joint ventures and associates
Segment assets
Cash and cash equivalents
Income tax
Deferred tax assets
Employee benefits assets
Segment liabilities
Loans and overdrafts
Income tax
Deferred tax liabilities
Employee benefits liabilities
Net assets
Non-current asset additions
Depreciation
Amortisation
Geographical information
Revenue from external customers
Segment assets
Non-current asset additions
Depreciation
Amortisation
Grocery
£m
Sugar
£m
Agriculture
£m
Ingredients
£m
3,100
(3)
3,097
177
3,274
1,736
(100)
1,636
162
1,798
1,090
(6)
1,084
–
1,084
1,444
(150)
1,294
–
1,294
262
32
10
304
3
(19)
–
–
288
33
2
(1)
34
8
(1)
(5)
–
36
44
14
–
58
–
–
–
–
58
84
9
–
93
–
(1)
–
(5)
87
Retail
£m
5,949
–
5,949
–
5,949
689
–
–
689
–
–
–
–
689
288
36
2,503
52
2,555
2,139
21
2,160
58
333
129
462
87
689
1,359
58
1,417
3,942
–
3,942
(522)
(498)
(106)
(274)
(1,166)
2,033
1,662
356
1,143
2,776
116
(98)
(38)
141
(78)
(4)
27
(10)
(1)
69
(47)
(3)
466
(202)
–
Central
£m
(259)
259
–
–
–
(60)
–
–
(60)
–
–
–
(9)
(69)
6
(56)
3
(221)
(337)
95
–
95
581
13
145
6
(156)
(896)
(147)
(180)
(309)
(848)
9
(4)
(1)
United
Kingdom
£m
Europe
& Africa
£m
The
Americas
£m
5,375
4,108
315
(195)
(30)
4,564
3,804
349
(144)
(4)
1,403
1,239
99
(35)
(3)
Asia
Pacific
£m
2,057
1,480
65
(65)
(10)
Total
£m
13,060
–
13,060
339
13,399
1,052
57
9
1,118
11
(21)
(5)
(14)
1,089
6
(56)
3
(221)
821
10,371
260
10,631
581
13
145
6
(2,722)
(896)
(147)
(180)
(309)
7,122
828
(439)
(47)
Total
£m
13,399
10,631
828
(439)
(47)
Segment disclosures given above are stated before reclassification of assets and liabilities classified as held for sale.
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
120 NOTES FORMING PART OF THE FINANCIAL STATEMENTS
120
for the 52 weeks ended 16 September 2017
2. Operating costs
Operating costs
Cost of sales (including amortisation of intangibles)
Distribution costs
Administration expenses
Operating costs are stated after charging/(crediting):
Employee benefits expense
Amortisation of non-operating intangibles
Amortisation of operating intangibles
Profits less losses on disposal of non-current assets
Depreciation of property, plant and equipment
Transaction costs
Operating lease payments under property leases
Operating lease payments for hire of plant and equipment
Other operating income
Research and development expenditure
Fair value gains on financial assets and liabilities held for trading
Fair value losses on financial assets and liabilities held for trading
Foreign exchange gains on operating activities
Foreign exchange losses on operating activities
Note
2017
£m
2016
£m
11,751
1,385
954
14,090
10,258
1,265
841
12,364
3
8
8
9
2,546
25
32
(6)
514
3
261
14
(19)
37
(10)
18
(62)
70
2,208
21
26
(11)
439
5
222
14
(19)
36
(12)
16
(55)
58
Transaction costs of £5m and amortisation of non-operating intangibles of £28m (2016 – £5m and £21m) shown as adjusting items
in the income statement, include £2m and £3m respectively (2016 – £nil and £nil respectively) incurred by joint ventures, in addition
to the amounts shown above.
Auditor's remuneration
Fees payable to the Company’s auditor and its associates in respect of the audit
Group audit of these financial statements
Audit of the Company’s subsidiaries’ financial statements
Total audit remuneration
Fees payable to the Company’s auditor and its associates in respect of non-audit related services
Audit-related assurance services
Tax compliance services
Tax advisory services
All other services
Total non-audit related remuneration
2017
£m
2016
£m
0.7
5.6
6.3
0.3
–
–
0.2
0.5
0.7
4.8
5.5
0.3
0.5
0.3
0.1
1.2
Associated British Foods plcAnnual Report and Accounts 2017
3. Employees
Average number of employees
United Kingdom
Europe & Africa
The Americas
Asia Pacific
Employee benefits expense
Wages and salaries
Social security contributions
Contributions to defined contribution schemes
Charge for defined benefit schemes
Equity-settled share-based payment schemes
121
121121
2017
2016
46,299
67,081
5,694
13,516
132,590
43,954
64,308
5,284
16,370
129,916
Note
£m
£m
11
11
22
2,137
261
79
48
21
2,546
1,866
216
74
45
7
2,208
Details of directors’ remuneration, share incentives and pension entitlements are shown in the Remuneration report on pages 75
to 93.
4. Interest and other financial income and expense
Finance income
Cash and cash equivalents
Finance expense
Bank loans and overdrafts
All other borrowings
Finance leases
Other payables
Other financial (expense)/income
Interest income on employee benefit scheme assets
Interest charge on employee benefit scheme liabilities
Interest charge on irrecoverable surplus
Net financial expense from employee benefit schemes
Net foreign exchange gains on financing activities
Total other financial (expense)/income
Note
2017
£m
2016
£m
9
9
(29)
(27)
(1)
(2)
(59)
98
(103)
(1)
(6)
3
(3)
6
6
(26)
(28)
(1)
(1)
(56)
135
(134)
(1)
–
3
3
11
11
11
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
122 NOTES FORMING PART OF THE FINANCIAL STATEMENTS
122
for the 52 weeks ended 16 September 2017
5. Income tax expense
Current tax expense
UK – corporation tax at 19.54% (2016 – 20.00%)
Overseas – corporation tax
UK – (over)/under provided in prior periods
Overseas – over provided in prior periods
Deferred tax expense
UK deferred tax
Overseas deferred tax
UK – under/(over) provided in prior periods
Overseas – over provided in prior periods
Total income tax expense in income statement
Reconciliation of effective tax rate
Profit before taxation
Less share of profit after tax from joint ventures and associates
Profit before taxation excluding share of profit after tax from joint ventures and associates
Nominal tax charge at UK corporation tax rate of 19.54% (2016 – 20.00%)
Effect of higher and lower tax rates on overseas earnings
Effect of changes in tax rates on income statement
Expenses not deductible for tax purposes
Disposal of assets covered by tax exemptions or unrecognised capital losses
Deferred tax not recognised
Adjustments in respect of prior periods
Income tax recognised directly in equity
Deferred tax associated with defined benefit schemes
Current tax associated with defined benefit schemes
Deferred tax associated with share-based payments
Current tax associated with share-based payments
Deferred tax associated with movement in cash flow hedging position
Deferred tax associated with movements in foreign exchange
Current tax associated with movements in foreign exchange
2017
£m
82
297
(12)
(9)
358
(10)
17
2
(2)
7
365
1,576
(63)
1,513
296
39
–
24
9
18
(21)
365
77
–
(1)
1
–
2
1
80
2016
£m
85
142
6
(17)
216
(14)
28
(4)
(5)
5
221
1,042
(57)
985
197
5
(6)
38
(1)
8
(20)
221
(50)
(1)
2
(1)
(4)
(8)
(1)
(63)
Legislation has been enacted to reduce the UK corporation tax rate from 20% to 19% with effect from 1 April 2017 with
a further reduction to 17% from 1 April 2020. Accordingly, UK deferred tax has been calculated using these rates as appropriate.
Deferred taxation balances are analysed in note 12.
6. Dividends
2015 final
2016 interim
2016 final
2017 interim
2017
pence
per share
2016
pence
per share
–
–
26.45
11.35
37.80
25.00
10.30
–
–
35.30
2017
£m
–
–
209
90
299
2016
£m
198
81
–
–
279
The 2017 interim dividend was declared on 19 April 2017 and paid on 7 July 2017. The 2017 final dividend of 29.65 pence, total
value of £234m, will be paid on 12 January 2018 to shareholders on the register on 15 December 2017.
Dividends relating to the period were 41.0 pence per share totalling £324m (2016 – 36.75 pence per share totalling £290m).
Associated British Foods plcAnnual Report and Accounts 2017
123
123123
7. Earnings per share
The calculation of basic earnings per share at 16 September 2017 was based on the net profit attributable to equity shareholders
of £1,198m (2016 – £818m), and a weighted average number of shares outstanding during the year of 790 million (2016 – 791
million). The calculation of the weighted average number of shares excludes the shares held by the Employee Share Ownership
Plan Trust on which the dividends are being waived.
Adjusted earnings per ordinary share, which exclude the impact of profits less losses on disposal of non-current assets and the sale
and closure of businesses, transaction costs, amortisation of non-operating intangibles and any associated tax credits, is shown to
provide clarity on the underlying performance of the group.
Transaction costs of £5m and amortisation of non-operating intangibles of £28m (2016 – £5m and £21m) shown as adjusting items
below include £2m and £3m respectively (2016 – £nil and £nil respectively) incurred by joint ventures.
The diluted earnings per share calculation takes into account the dilutive effect of share incentives. The diluted, weighted average
number of shares is 790 million (2016 – 791 million). There is no difference between basic and diluted earnings.
Adjusted profit for the period
Disposal of non-current assets
Sale and closure of businesses
Transaction costs
Tax effect on above adjustments
Amortisation of non-operating intangibles
Tax credit on non-operating intangibles amortisation and goodwill
Non-controlling interests’ share of the above adjustments
Profit for the period attributable to equity shareholders
Adjusted earnings per share
Disposal of non-current assets
Sale and closure of businesses
Transaction costs
Tax effect on above adjustments
Amortisation of non-operating intangibles
Tax credit on non-operating intangibles amortisation and goodwill
Non-controlling interests’ share of the above adjustments
Earnings per ordinary share
2017
£m
1,004
6
293
(5)
(87)
(28)
15
–
1,198
2017
pence
127.1
0.8
37.0
(0.6)
(11.0)
(3.5)
1.8
–
151.6
2016
£m
840
11
(14)
(5)
1
(21)
5
1
818
2016
pence
106.2
1.4
(1.8)
(0.6)
0.1
(2.6)
0.6
0.1
103.4
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
124 NOTES FORMING PART OF THE FINANCIAL STATEMENTS
124
for the 52 weeks ended 16 September 2017
8. Intangible assets
Cost
At 12 September 2015
Acquisitions – externally purchased
Acquired through business combinations
Other disposals
Transfer to assets classified as held for sale
Effect of movements in foreign exchange
At 17 September 2016
Acquisitions – externally purchased
Acquired through business combinations
Disposal of businesses
Other disposals
Effect of movements in foreign exchange
At 16 September 2017
Amortisation and impairment
At 12 September 2015
Amortisation for the year
Transfer to assets classified as held for sale
Effect of movements in foreign exchange
At 17 September 2016
Amortisation for the year
Disposal of businesses
Other disposals
Effect of movements in foreign exchange
At 16 September 2017
Net book value
At 12 September 2015
At 17 September 2016
At 16 September 2017
Non-operating
Operating
Goodwill
£m
Technology
£m
Brands
£m
Customer
relationships
£m
Grower
agreements
£m
Other
£m
Other
£m
Total
£m
1,146
–
3
–
(119)
107
1,137
–
19
(5)
–
9
1,160
33
–
(1)
3
35
–
(5)
–
(1)
29
1,113
1,102
1,131
180
–
–
–
–
28
208
–
–
–
–
1
209
180
–
–
28
208
–
–
–
1
209
–
–
–
402
–
2
–
(52)
32
384
–
4
–
–
–
388
280
18
(52)
32
278
19
–
–
–
297
122
106
91
95
–
–
–
–
14
109
–
46
–
–
1
156
85
3
–
13
101
6
–
–
3
110
10
8
46
105
–
–
–
–
13
118
–
–
–
–
6
124
105
–
–
13
118
–
–
–
6
124
–
–
–
5
–
–
–
–
1
6
–
–
–
–
–
6
5
–
–
1
6
–
–
–
–
6
–
–
–
249
38
–
(7)
(13)
36
303
50
–
–
(12)
3
344
127
26
(4)
22
171
32
–
(5)
–
198
122
132
146
2,182
38
5
(7)
(184)
231
2,265
50
69
(5)
(12)
20
2,387
815
47
(57)
112
917
57
(5)
(5)
9
973
1,367
1,348
1,414
Amortisation of non-operating intangibles of £28m (2016 – £21m) shown as an adjusting item in the income statement includes
£3m (2016 – £nil) incurred by joint ventures in addition to the amounts shown above.
Impairment
As at 16 September 2017, the consolidated balance sheet included goodwill of £1,131m (2016 – £1,220m of which £118m was
classified as held for sale). Goodwill is allocated to the group’s cash-generating units (CGUs), or groups of CGUs, that are expected
to benefit from the synergies of the business combination that gave rise to the goodwill, as follows:
CGU or group of CGUs
ACH
AB Mauri
Twinings Ovaltine
Capullo
Illovo
AB World Foods
Other (not individually significant)
Primary reporting segment Discount rate
Grocery
Ingredients
Grocery
Grocery
Sugar
Grocery
Various
12.9%
13.5%
11.5%
14.9%
20.1%
11.6%
Various
2017
£m
170
330
119
49
120
78
265
1,131
2016
£m
292
308
119
46
114
78
263
1,220
Associated British Foods plcAnnual Report and Accounts 2017
125
125
8. Intangible assets continued
A CGU, or group of CGUs, to which goodwill has been allocated must be assessed for impairment annually, or more frequently
if events or circumstances indicate that the carrying amount may not be recoverable.
The carrying value of goodwill is assessed by reference to its value in use to perpetuity reflecting the projected cash flows of each
of the CGUs or group of CGUs. These projections are based on the most recent budget, which has been approved by the board
and reflects management’s expectations of sales growth, operating costs and margin, based on past experience and external
sources of information. Long-term growth rates for periods not covered by the annual budget reflect the products, industries
and countries in which the relevant CGU, or group of CGUs, operate.
For some recently acquired intangible assets, management expects to achieve growth over the next three to five years in excess
of the long-term growth rates for the applicable country or region. In these circumstances, budgeted cash flows are extended,
generally to between three and five years, using specific growth assumptions and taking into account the specific business risks.
The key assumptions in the most recent annual budget on which the cash flow projections are based relate to discount rates,
growth rates and expected changes in volumes, selling prices and direct costs.
The cash flow projections have been discounted using the group’s pre-tax weighted average cost of capital adjusted for country,
industry and market risk. The rates used were between 10.2% and 20.1% (2016 – between 8.6% and 18.3%).
The growth rates to perpetuity beyond the initial budgeted cash flows, applied in the value in use calculations for goodwill allocated
to each of the CGUs or groups of CGUs that are significant to the total carrying amount of goodwill, were in a range between 0%
and 4%, consistent with the inflation factors included in the discount rates applied (2016 – between 0% and 4%).
Changes in volumes, selling prices and direct costs are based on past results and expectations of future changes in the market.
Sensitivity to changes in key assumptions
Impairment testing is dependent on management’s estimates and judgements, particularly as they relate to the forecasting of
future cash flows, the discount rates selected and expected long-term growth rates. Each of the group’s CGUs had significant
headroom under the annual impairment review.
Notwithstanding a further substantial improvement in profit in the current year, AB Mauri continued to experience competitive
pricing pressure in a number of markets around the world as well as challenging macroeconomic conditions in some markets,
including high inflation rates and currency devaluations. Accordingly, management has again undertaken an impairment review.
Detailed forecasts for a period of ten years to reflect the time required for completion of the business plan were prepared and
management concluded that the assets were not impaired. Key drivers of the forecast improvement in performance include
achievement of price increases in high inflation environments, improved reach and competitiveness in the global dry yeast market,
implementation of a number of margin improvement initiatives, particularly in cost reduction, and continuing growth in the global
bakery ingredients business. Headroom was $340m on a CGU carrying value of $954m (2016 – headroom of $551m on a CGU
carrying value of $911m). The geographic diversity and varying local economic environments of AB Mauri’s operations mean
that the critical assumptions underlying the detailed forecasts used in the impairment model are wide-ranging. It is therefore
impractical to provide meaningful sensitivities to these assumptions other than the discount rate. The discount rate used was
13.5% (2016 – 12.1%) and would have to increase to more than 19% (2016 – 17.0%) before value in use fell below the CGU
carrying value. Estimates of long-term growth rates beyond the forecast periods were 2%–3% (2016 – 2%–3%) per annum
dependent on location.
For all goodwill other than AB Mauri, management has concluded that no reasonably possible change in key assumptions on
which it has determined value in use would cause carrying values to materially exceed value in use.
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
126 NOTES FORMING PART OF THE FINANCIAL STATEMENTS
126
for the 52 weeks ended 16 September 2017
9. Property, plant and equipment
Cost
At 12 September 2015
Acquisitions – externally purchased
Interest capitalised
Acquired through business combinations
Other disposals
Transfers from assets under construction
Transfer to assets classified as held for sale
Effect of movements in foreign exchange
At 17 September 2016
Acquisitions – externally purchased
Acquired through business combinations
Other disposals
Transfers from assets under construction
Effect of movements in foreign exchange
At 16 September 2017
Depreciation and impairment
At 12 September 2015
Depreciation for the year
Other disposals
Transfer to assets classified as held for sale
Effect of movements in foreign exchange
At 17 September 2016
Depreciation for the year
Impairment on disposal of business
Other disposals
Effect of movements in foreign exchange
At 16 September 2017
Net book value
At 12 September 2015
At 17 September 2016
At 16 September 2017
Land and
buildings
£m
Plant and
machinery
£m
Fixtures and
fittings
£m
Assets under
construction
£m
Sugar cane
roots
£m
2,255
37
–
1
(9)
30
(94)
190
2,410
119
6
(43)
23
25
2,540
496
46
(2)
(41)
59
558
51
2
(15)
5
601
1,759
1,852
1,939
3,184
103
–
–
(25)
123
(177)
330
3,538
81
3
(36)
153
27
3,766
1,804
194
(3)
(130)
203
2,068
217
–
(40)
15
2,260
1,380
1,470
1,506
2,049
419
–
–
(7)
3
(1)
202
2,665
392
–
(118)
25
36
3,000
825
194
(7)
(1)
69
1,080
239
–
(100)
13
1,232
1,224
1,585
1,768
125
218
5
–
–
(156)
(3)
15
204
213
–
–
(201)
2
218
–
–
–
–
–
–
–
–
–
–
–
125
204
218
Total
£m
7,665
785
5
1
(44)
–
(275)
740
8,877
817
9
(205)
–
90
9,588
3,147
439
(15)
(172)
333
3,732
514
2
(163)
33
4,118
4,518
5,145
5,470
2016
£m
12
1,453
326
73
1,852
498
52
8
–
–
(3)
–
–
3
60
12
–
(8)
–
–
64
22
5
(3)
–
2
26
7
–
(8)
–
25
30
34
39
2017
£m
12
1,542
318
79
1,939
583
Net book value of finance lease assets
Land and buildings at net book value comprise:
– freehold
– long leasehold
– short leasehold
Capital expenditure commitments – contracted but not provided for
At 17 September 2016 Land and buildings at net book value classified as held for sale comprised £23m of freehold and £30m of
short leasehold.
Associated British Foods plcAnnual Report and Accounts 2017
127
127
9. Property, plant and equipment continued
Impairment
The methodology used to assess property, plant and equipment for impairment is the same as that described for impairment
assessments of goodwill. See note 8 for further details.
An impairment of A$150m (£98m) was recorded in 2012 in the Australian meat business. Further progress was made in the
current year with further reduction in manufacturing costs, efficiency improvement and a general focus on cost reduction across
the business. Following a detailed assessment, management has concluded that the carrying value of the assets in the meat
business is not further impaired. Headroom was A$38m on a CGU carrying value of A$270m (2016 – headroom of A$78m on a
CGU carrying value of A$273m). The discount rate used was 10.5% (2016 – 9.7%). Estimates of long-term growth rates beyond
the forecast periods were 2.0% (2016 – 2.0%) per annum. A sensitivity of plus or minus 1% applied to the discount rate impacts
headroom by plus or minus A$38m.
Low bread prices and strong continuing competition in the UK bakery sector led to a loss at Allied Bakeries and resulted in the
need for an assessment of impairment. Headroom was £87m on a CGU carrying value of £260m (2016 – headroom of £43m on a
CGU carrying value of £281m). The discount rate used was 10.2% (2016 – 10.4%). Estimates of long-term growth rates beyond
the forecast periods were 0.4%. A sensitivity of plus or minus 1% applied to bread prices impacts headroom by plus or minus £27m.
A sensitivity of plus or minus 1% applied to bread volumes impacts headroom by plus or minus £13m.
10. Investments in joint ventures and associates
At 12 September 2015
Profit for the period
Dividends received
Effect of movements in foreign exchange
At 17 September 2016
Profit for the period
Dividends received
At 16 September 2017
Joint ventures
£m
Associates
£m
180
51
(22)
12
221
53
(64)
210
32
6
(3)
4
39
10
(5)
44
Details of joint ventures and associates are listed in note 28.
Included in the consolidated financial statements are the following items that represent the group’s share of the assets, liabilities
and profit of joint ventures and associates:
Non-current assets
Current assets
Current liabilities
Non-current liabilities
Goodwill
Net assets
Revenue
Profit for the period
Joint ventures
Associates
2017
£m
146
364
(237)
(81)
18
210
2016
£m
95
316
(188)
(21)
19
221
1,450
1,268
53
51
2017
£m
22
187
(161)
(5)
1
44
629
10
2016
£m
19
195
(171)
(5)
1
39
576
6
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
128 NOTES FORMING PART OF THE FINANCIAL STATEMENTS
128
for the 52 weeks ended 16 September 2017
11. Employee entitlements
The group operates a number of defined benefit and defined contribution retirement benefit schemes in the UK and overseas.
The defined benefit schemes expose the group to a variety of actuarial risks including demographic assumptions such as mortality
and financial assumptions such as discount rate, inflation risk and market (investment) risk. The group is not exposed to any
unusual, entity-specific or scheme-specific risks. All schemes comply with local legislative requirements.
UK defined benefit scheme
The group’s principal UK defined benefit scheme is the Associated British Foods Pension Scheme (the ‘Scheme’), which is
a funded final salary scheme that is closed to new members. Defined contribution arrangements are in place for other employees.
The UK defined benefit schemes represent 91% (2016 – 91%) of the group’s defined benefit scheme assets and 89%
(2016 – 88%) of defined benefit scheme liabilities. The Scheme is governed by a trustee board which is independent of the
group and which agrees a schedule of contributions with the Company each time a formal funding valuation is performed.
The previous triennial funding valuation of the Scheme was carried out as at 5 April 2014, using the current unit method, and
revealed a surplus of £79m. The market value of Scheme assets was £3,085m, representing 103% of members’ accrued benefits
after allowing for expected future salary increases. The most recent triennial funding valuation of the Scheme was carried out as
at 5 April 2017, was agreed by the trustees after the group’s year end and revealed a surplus of £176m.
The Scheme’s assets are managed using a risk-controlled investment strategy, which includes a liability-driven investment policy
that seeks to match, where appropriate, the profile of the liabilities. This includes the use of derivative instruments to hedge
inflation, interest and foreign exchange risks. The Scheme utilises both market and solvency triggers to develop the level of hedges
in place. To date, the Scheme is fully hedged for 56% of inflation sensitivity and 35% of interest rate risk. It is intended to hedge
80% of total exposure.
The Scheme is forbidden by the trust deed from holding direct investments in the equity of the Company, although it is possible
that the Scheme may hold indirect interests through investments in some equity funds.
Overseas defined benefit schemes
The group also operates defined benefit retirement schemes in a number of overseas businesses, which are primarily funded final
salary schemes, as well as a small number of unfunded post-retirement medical benefit schemes, which are accounted for in the
same way as defined benefit retirement schemes.
Defined contribution schemes
The group operates a number of defined contribution schemes for which the charge was £35m in the UK and £44m overseas,
totalling £79m (2016 – UK £36m, overseas £38m, total £74m).
Actuarial assumptions
The principal actuarial assumptions for the group’s defined benefit schemes at the year end were:
Discount rate
Inflation
Rate of increase in salaries
Rate of increase for pensions in payment
Rate of increase for pensions in deferment (where provided)
2017
UK
%
2.7
2.3–3.3
3.3–4.3
2.1–3.1
2.3
2017
Overseas
%
0.7–16.5
0–9.5
0–12.0
0–5.7
0–2.0
2016
UK
%
2.5
2.1–3.1
3.1–4.2
2.2–2.9
2.1
2016
Overseas
%
0.2–16.2
0–9.2
0–12.0
0–6.5
0–2.0
The UK inflation assumption includes assumptions on both the Retail Price Index and Consumer Price Index measures of inflation
on the basis that the gap between the two measures is expected to remain stable in the long term.
Associated British Foods plcAnnual Report and Accounts 2017
129
129
11. Employee entitlements continued
The mortality assumptions used to value the UK defined benefit schemes in both years are derived from the S2 mortality tables
with improvements in line with the 2015 projection model (2016 – 2015 projection model) prepared by the Continuous Mortality
Investigation of the UK actuarial profession, with no rating for males and a +0.7-year rating down for females, both with a long-term
trend of 1.25% (2016 – 1.25%). These mortality assumptions take account of experience to date, and assumptions for further
improvements in life expectancy of scheme members. Examples of the resulting life expectancies in the UK defined benefit
schemes are as follows:
Life expectancy from age 65 (in years)
Member aged 65 in 2017 (2016)
Member aged 65 in 2037 (2036)
2017
Male
22.3
24.0
Female
24.9
26.8
2016
Male
22.2
23.9
Female
24.8
26.7
An allowance has been made for cash commutation in line with emerging scheme experience. Other demographic assumptions
for the UK defined benefit schemes are set having regard to the latest trends in scheme experience and other relevant data.
The assumptions are reviewed and updated as necessary as part of the periodic funding valuation of the schemes.
For the overseas schemes, regionally appropriate assumptions for mortality, financial and demographic factors have been used.
A sensitivity analysis on the principal assumptions used to measure UK defined benefit scheme liabilities at 16 September 2017 is:
Discount rate
Inflation
Rate of real increase in salaries
Rate of mortality
Change in assumption
Impact on scheme liabilities
decrease/increase by 0.5%
increase/decrease by 0.5%
increase/decrease by 0.5%
reduce by one year
increase/decrease by 9.0%
increase/decrease by 7.7%
increase/decrease by 1.5%
increase by 3.6%
A sensitivity to the rate of increase in pensions in payment and pensions in deferment is represented by the inflation sensitivity,
as all pensions increases and deferred revaluations are linked to inflation.
The sensitivity analysis above has been determined based on reasonably possible changes in the respective assumptions occurring
at the end of the period and may not be representative of the actual change. It is based on a change in the specific assumption
while holding all other assumptions constant. When calculating the sensitivities, the same method used to calculate scheme
liabilities recognised in the balance sheet has been applied. The method and assumptions used in preparing the sensitivity analysis
have not changed since the prior year.
Balance sheet
Equities
Government bonds
Corporate and other bonds
Property
Cash and other assets
Scheme assets
Scheme liabilities
Aggregate net surplus/(deficit)
Irrecoverable surplus*
Net pension asset/(liability)
Analysed as
Schemes in surplus
Schemes in deficit
2017
UK
£m
Overseas
£m
1,225
988
562
323
597
3,695
(3,462)
233
–
233
277
(44)
233
166
46
64
19
56
351
(448)
(97)
(10)
(107)
8
(115)
(107)
2016
UK
£m
Overseas
£m
Total
£m
1,391
1,034
626
342
653
4,046
(3,910)
136
(10)
126
1,278
974
558
295
534
3,639
(3,777)
(138)
–
(138)
285
(159)
126
–
(138)
(138)
Total
£m
1,440
1,015
631
311
595
3,992
(4,284)
(292)
(11)
(303)
6
(309)
(303)
162
41
73
16
61
353
(507)
(154)
(11)
(165)
6
(171)
(165)
Unfunded liability included in the present value of scheme liabilities
above
(44)
(56)
(100)
(42)
(58)
(100)
* The surpluses in the plans are only recoverable to the extent that the group can benefit from either refunds formally agreed or from future contribution reductions.
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
130 NOTES FORMING PART OF THE FINANCIAL STATEMENTS
130
for the 52 weeks ended 16 September 2017
11. Employee entitlements continued
Included within the group’s 2016 overseas net pension liabilities analysed above was a deficit of £13m (£25m of assets and
£38m of liabilities) which was classified as held for sale.
Corporate and other bonds relating to UK schemes of £562m (2016 – £558m) include £55m (2016 – £52m) of assets whose
valuation is not derived from quoted market prices. The valuation for all other equity assets, government bonds, corporate and
other bonds is derived from quoted market prices. The carrying value of UK property assets is based on a 31 March market
valuation, adjusted for purchases, disposals and price indexation between the valuation and the balance sheet dates. Cash and
other assets contains £312m (2016 – £296m) of assets whose valuation is not derived from quoted market prices.
For financial reporting in the group’s financial statements, liabilities are assessed by actuaries using the projected unit method.
The accounting value is different from the result obtained using the funding basis, mainly due to different assumptions used to
project scheme liabilities.
The defined benefit scheme liabilities comprise 26% (2016 – 30%) in respect of active participants, 22% (2016 – 24%) for deferred
participants and 52% (2016 – 46%) for pensioners.
The weighted average duration of the defined benefit scheme liabilities at the end of the year is 18 years for both UK and overseas
schemes (2016 – 20 years for both UK and overseas schemes).
Income statement
The charge to the income statement for employee benefit schemes comprises:
Charged to operating profit:
Defined benefit schemes
Current service cost
Past service cost
Defined contribution schemes
Total operating cost
Reported in other financial (expense)/income:
Net interest (expense)/income on the net pension (liability)/asset
Interest charge on irrecoverable surplus
Net impact on profit before tax
2017
£m
2016
£m
(48)
–
(79)
(127)
(5)
(1)
(133)
(44)
(1)
(74)
(119)
1
(1)
(119)
Cash flow
Group cash flow in respect of employee benefits schemes comprises contributions paid to funded schemes of £35m
(2016 – £38m) and benefits paid in respect of unfunded schemes of £1m (2016 – £nil). Contributions to funded defined benefit
schemes are subject to periodic review. Contributions to defined contribution schemes amounted to £79m (2016 – £74m).
Total contributions to funded schemes and benefit payments by the group in respect of unfunded schemes in 2018 are currently
expected to be approximately £31m in the UK and £11m overseas, totalling £42m (2016 – UK £26m, overseas £8m, totalling £34m).
Other comprehensive income
Remeasurements of the net asset/liability recognised in other comprehensive income are as follows:
Return on scheme assets excluding amounts included in net interest in the income statement
Actuarial gains/(losses) arising from changes in financial assumptions
Actuarial gains arising from changes in demographic assumptions
Experience gains on scheme liabilities
Change in unrecognised surplus
Remeasurements of the net pension asset/(liability)
2017
£m
135
55
2
243
3
438
2016
£m
288
(805)
257
6
(4)
(258)
The primary reason for the significant experience gains in the year is the latest scheme membership information gathered
during the 2017 triennial valuation, which identified that there had been more exits from the scheme than expected over the
past three years.
Associated British Foods plcAnnual Report and Accounts 2017
11. Employee entitlements continued
Reconciliation of change in assets and liabilities
At beginning of year
Current service cost
Employee contributions
Employer contributions
Benefit payments
Past service cost
Interest income/(expense)
Return on scheme assets less interest income
Actuarial gains/(losses) arising from changes in financial assumptions
Actuarial gains arising from changes in demographic assumptions
Experience gains on scheme liabilities
Businesses disposed
Effect of movements in foreign exchange
At end of year
Reconciliation of change in irrecoverable surplus
2017
assets
£m
3,992
–
10
35
(204)
–
98
135
–
–
–
(25)
5
4,046
2016
assets
£m
2017
liabilities
£m
2016
liabilities
£m
3,634
–
10
38
(160)
–
135
288
–
–
–
–
47
3,992
(4,284)
(48)
(10)
–
205
–
(103)
–
55
2
243
39
(9)
(3,910)
(3,644)
(44)
(10)
–
160
(1)
(134)
–
(805)
257
6
–
(69)
(4,284)
At beginning of year
Change recognised in other comprehensive income
Interest charge on irrecoverable surplus
Effect of movements in foreign exchange
At end of year
12. Deferred tax assets and liabilities
At 12 September 2015
Amount charged/(credited) to the income statement
Amount charged/(credited) to equity
Acquired through business combinations
Effect of changes in tax rates on income statement
Effect of changes in tax rate on equity
Transfer to assets/liabilities classified as held for sale
Effect of movements in foreign exchange
At 17 September 2016
Amount charged/(credited) to the income statement
Amount charged/(credited) to equity
Acquired through business combinations
Effect of changes in tax rates on income statement
Effect of changes in tax rate on equity
Effect of movements in foreign exchange
At 16 September 2017
Property,
plant and
equipment
£m
Intangible
assets
£m
Employee
benefits
£m
Financial
assets and
liabilities
£m
Other
temporary
differences
£m
Tax value of
carry-forward
losses
£m
80
8
–
(1)
(6)
–
1
6
88
52
–
1
(3)
–
(5)
133
95
11
–
–
–
–
(41)
12
77
(1)
–
7
–
–
3
86
(11)
1
(51)
–
–
3
5
(5)
(58)
(3)
73
–
–
3
1
16
(2)
–
(4)
–
–
–
–
–
(6)
–
–
–
–
–
(1)
(7)
(16)
(19)
(8)
1
(2)
–
–
(10)
(54)
(47)
2
–
(1)
–
(2)
(102)
(51)
11
–
–
1
–
–
(8)
(47)
7
–
–
3
–
(1)
(38)
2017
net
£m
(292)
(48)
–
35
1
–
(5)
135
55
2
243
14
(4)
136
2017
£m
(11)
3
(1)
(1)
(10)
131
131
2016
net
£m
(10)
(44)
–
38
–
(1)
1
288
(805)
257
6
–
(22)
(292)
2016
£m
(6)
(4)
(1)
–
(11)
Total
£m
95
12
(63)
–
(7)
3
(35)
(5)
–
8
75
8
(1)
3
(5)
88
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
132 NOTES FORMING PART OF THE FINANCIAL STATEMENTS
132
for the 52 weeks ended 16 September 2017
12. Deferred tax assets and liabilities continued
Certain deferred tax assets and liabilities have been offset. The following is the analysis of the deferred tax balances (after offset)
for financial reporting purposes:
Deferred tax assets
Deferred tax liabilities
2017
£m
(143)
231
88
2016
£m
(139)
139
–
The recoverability of deferred tax assets is supported by the expected level of future profits in the countries concerned. Other
deferred tax assets totalling £97m (2016 – £99m) have not been recognised on the basis that their future economic benefit
is uncertain.
In addition, there are temporary differences of £2,995m (2016 – £2,645m) relating to investments in subsidiaries. No deferred tax
has been provided in respect of these differences, since the timing of the reversals can be controlled and it is probable that the
temporary differences will not reverse in the future.
13. Trade and other receivables
Non-current – other receivables
Loans and receivables
Other non-current investments
Current – trade and other receivables
Trade receivables
Other receivables
Accrued income
Prepayments and other non-financial receivables
2017
£m
50
4
54
1,035
116
14
1,165
177
1,342
2016
£m
37
4
41
1,032
115
8
1,155
182
1,337
At 17 September 2016 in addition to the amounts disclosed above, there were £10m of trade and other receivables classified as
assets held for sale.
The directors consider that the carrying amount of receivables approximates fair value.
For details of credit risk exposure on trade and other receivables, see note 24.
Trade and other receivables include £48m (2016 – £36m) in respect of finance lease receivables, with £45m in non-current loans
and receivables and £3m in current other receivables (2016 – £33m in non-current loans and receivables and £3m in current
other receivables). Minimum lease payments receivable are £3m within one year, £15m between one and five years and £36m
in more than five years (2016 – are £4m within one year, £5m between one and five years and £28m in more than five years).
The finance lease receivables relate to property, plant and equipment leased to a joint venture of the group (see note 27).
Associated British Foods plcAnnual Report and Accounts 2017
14. Inventories
Raw materials and consumables
Work in progress
Finished goods and goods held for resale
Write-down of inventories
133
133
2017
£m
352
22
1,727
2,101
(119)
2016
£m
369
26
1,638
2,033
(113)
At 17 September 2016 in addition to the amounts disclosed above, there were £36m of inventories classified as assets held
for sale.
15. Biological assets
At 12 September 2015
Transferred to inventory
Purchases
Changes in fair value
Effect of movements in foreign exchange
At 17 September 2016
Transferred to inventory
Purchases
Changes in fair value
Effect of movements in foreign exchange
At 16 September 2017
Growing
cane
£m
64
(75)
–
88
1
78
(104)
–
101
2
77
Other
£m
6
(20)
2
19
1
8
(14)
2
17
–
13
Total
£m
70
(95)
2
107
2
86
(118)
2
118
2
90
Growing cane
The fair value of growing cane is determined using inputs that are unobservable, using the best information available in the
circumstances for valuing the growing cane, and therefore falls into the level 3 category of fair value measurement. The following
assumptions were used in the determination of the estimated sucrose tonnage at 16 September 2017:
Expected area to harvest (hectares)
Estimated yield (tonnes cane/hectare)
Average maturity of growing cane
South Africa
Malawi
Zambia
Swaziland
Tanzania Mozambique
6,475
68.8
46.4%
19,802
91.0
68.2%
15,999
118.6
65.7%
8,588
96.7
67.7%
9,678
70.3
46.2%
6,091
81.0
71.6%
The following assumptions were used in the determination of the estimated sucrose tonnage at 17 September 2016:
Expected area to harvest (hectares)
Estimated yield (tonnes cane/hectare)
Average maturity of growing cane
South Africa
Malawi
Zambia
Swaziland
Tanzania Mozambique
5,205
67.2
46.4%
19,701
92.9
68.2%
16,351
109.2
65.7%
8,536
85.1
67.7%
9,676
77.5
46.2%
6,018
80.0
71.6%
A 1% change in the unobservable inputs could increase or decrease the fair value of growing cane as follows:
Estimated sucrose content
Estimated sucrose price
2017
+1%
£m
1.1
1.5
-1%
£m
(1.1)
(1.5)
2016
+1%
£m
1.0
1.3
-1%
£m
(1.0)
(1.3)
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
134 NOTES FORMING PART OF THE FINANCIAL STATEMENTS
134
for the 52 weeks ended 16 September 2017
16. Cash and cash equivalents
Cash
Cash at bank and in hand
Cash equivalents
Cash and cash equivalents
Reconciliation to the cash flow statement
Bank overdrafts
Cash and cash equivalents in the cash flow statement
Cash and cash equivalents on the face of the balance sheet
Cash and cash equivalents classified as held for sale
Note
24
17
2017
£m
797
753
1,550
(164)
1,386
1,550
–
1,550
2016
£m
376
205
581
(119)
462
555
26
581
Cash at bank and in hand generally earns interest at rates based on the daily bank deposit rate.
Cash equivalents generally comprise deposits placed on money markets for periods of up to three months which earn interest at
a short-term deposit rate; and funds invested with fund managers that have a maturity of less than or equal to three months and
are at fixed rates.
The carrying amount of cash and cash equivalents approximates fair value.
17. Loans and overdrafts
Current loans and overdrafts
Secured loans
Unsecured loans and overdrafts
Finance leases
Non-current loans
Secured loans
Unsecured loans
Finance leases
Secured loans
– USD floating rate
– Other floating rate
– Other fixed rate
Unsecured loans and overdrafts
– Bank overdrafts
– GBP floating rate
– GBP fixed rate
– USD floating rate
– USD fixed rate
– EUR floating rate
– RMB floating rate
– Other floating rate
– Other fixed rate
Finance leases (fixed rate)
Loans and overdrafts on the face of the balance sheet
Loans and overdrafts classified as held for sale
Note
25
25
24
Note
16
2017
£m
18
246
1
265
22
577
13
612
877
2017
£m
–
33
7
164
–
164
37
413
35
–
9
1
14
877
877
–
877
2016
£m
45
210
1
256
36
591
13
640
896
2016
£m
26
51
4
119
4
177
–
428
55
11
5
2
14
896
885
11
896
Secured loans comprise amounts borrowed from commercial banks and are secured by floating charges over the assets of
subsidiaries. Bank overdrafts generally bear interest at floating rates.
Associated British Foods plcAnnual Report and Accounts 2017
18. Trade and other payables
Current – trade and other payables
Trade payables
Accruals
Deferred income and other non-financial payables
Non-current – other payables
Accruals
135
135
2017
£m
1,236
982
2,218
282
2,500
2016
£m
1,136
964
2,100
266
2,366
216
185
The comparative figure for certain accruals whose value will be released to the income statement after more than one year has
been re-presented as non-current.
In addition to the amounts disclosed above, at 17 September 2016 there were £10m of trade and other payables classified as
liabilities held for sale.
For payables with a remaining life of less than one year, carrying amount is deemed to reflect fair value.
19. Provisions
At 17 September 2016
Created
Utilised
Released
Effect of movements in foreign exchange
At 16 September 2017
Current
Non-current
Restructuring
£m
Deferred
consideration
£m
Other
£m
60
46
(35)
(3)
–
68
53
15
68
7
–
(1)
–
–
6
2
4
6
21
47
(8)
(1)
(1)
58
50
8
58
Total
£m
88
93
(44)
(4)
(1)
132
105
27
132
Financial liabilities within provisions comprised deferred consideration in both years (see note 24).
Restructuring
Restructuring provisions relate to the cash costs, including redundancy, associated with the group’s announced reorganisation plans.
Deferred consideration
Deferred consideration comprises estimates of amounts due to the previous owners of businesses acquired by the group which
are often linked to performance or other conditions.
Other
Other provisions mainly comprise litigation claims and warranty claims arising from the sale and closure of businesses. The extent
and timing of the utilisation of these provisions is more uncertain given the nature of the claims and the period of the warranties.
20. Share capital and reserves
Share capital
At 17 September 2016 and 16 September 2017, the Company’s issued and fully paid share capital comprised 791,674,183 ordinary
shares of 515⁄22p, each carrying one vote per share. Total nominal value was £45m.
Other reserves
£173m of other reserves arose from the cancellation of share premium account by the Company in 1993. The remaining £2m
arose in 2010 as a transfer to capital redemption reserve following redemption of two million £1 deferred shares at par. Both are
non-distributable.
Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign
operations, as well as from the translation of liabilities that hedge the group’s net investment in foreign subsidiaries.
Hedging reserve
The hedging reserve comprises all changes in the value of derivatives to the extent that they are effective cash flow hedges,
net of amounts recycled from the hedging reserve on occurrence of the hedged transaction or when the hedged transaction
is no longer expected to occur.
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
136 NOTES FORMING PART OF THE FINANCIAL STATEMENTS
136
for the 52 weeks ended 16 September 2017
21. Acquisitions and disposals
Acquisitions
2017
During the year the group acquired two small Grocery businesses in the UK and an Ingredients business in the US. Total
consideration was £85m, comprising cash of £83m and deferred consideration of £2m. Net assets acquired comprised intangible
assets of £69m, cash of £5m and other operating assets and liabilities of £11m. The cash outflow of £79m on the purchase of
subsidiaries, joint ventures and associates in the cash flow statement comprises cash consideration of £83m less cash acquired
with the businesses of £5m and £1m of deferred consideration in respect of prior year acquisitions.
After the year end, on 12 October 2017 the group completed the acquisition of 100% of Acetum S.p.A., the leading Italian
producer of Balsamic Vinegar of Modena for €317m including debt assumed. In the year ended 31 December 2016, the business
generated net sales of €102m and profit after tax of €3m. Given the timing of the acquisition after the group’s financial year end
and its proximity to the date of approval of the group’s financial statements, completion of the initial accounting for the acquisition
has not yet been undertaken. Consequently, the disclosures relating to goodwill, acquired intangibles, and the fair values of other
assets and liabilities acquired have not been made. These disclosures will be provided in the condensed consolidated interim
financial statements for the 24 weeks ending 3 March 2018.
2016
Last year the group acquired two small European Agriculture businesses which, together, increased net assets by £8m satisfied
in cash. Pre-acquisition carrying amounts were the same as recognised values on acquisition apart from a £2m non-operating
intangible asset recognised in respect of brands. The acquisitions contributed aggregate revenues of £13m and no adjusted
profit before tax for the period between the dates of acquisition and 17 September 2016. Aggregate contributions to revenue
and adjusted profit before tax, had the acquisitions occurred at the beginning of the period, were not disclosed as appropriate
financial information, prepared under adopted IFRS, was not available.
The £8m of cash consideration differed by £2m from the cash outflow of £10m on the purchase of subsidiaries, joint ventures
and associates in the cash flow statement. The difference comprised payment of deferred consideration in respect of prior
year acquisitions.
In June 2016 the group paid £252m, including costs, to acquire the minority shareholdings in Illovo Sugar Limited. As Illovo and
its subsidiaries had been consolidated in the group financial statements since the acquisition of the original controlling interest
in 2006, this was treated as a transaction with owners and recorded in equity rather than as an acquisition. The cash flow was
shown within financing activities.
Disposals
2017
The group disposed of its US herbs and spices business, reported within the Grocery segment. Cash proceeds amounted to
£294m, net assets disposed were £26m and the associated goodwill was £124m. Provisions for transaction and associated
restructuring costs were £33m, with a loss of £1m on recycling foreign exchange differences. The pre-tax gain on disposal
was £110m. The group also disposed of its south China cane sugar operations for cash proceeds of £194m. The purchaser
also assumed £103m of debt resulting in total proceeds of £297m. Net assets disposed were £120m. Provisions for transaction
and associated restructuring costs were £24m, offset by a gain of £29m on recycling of foreign exchange differences and
£1m of non-controlling interests. The pre-tax gain on disposal was £183m.
The cash inflow of £452m on the sale of subsidiaries, joint ventures and associates in the cash flow statement comprises
cash proceeds of £488m less cash disposed with the businesses of £26m and £10m of transaction costs.
2016
The group closed a small number of Ingredients businesses during the year, incurring closure costs of £4m in the Asia Pacific
segment and £1m in Europe & Africa. The group also charged a £9m onerous lease provision to sale and closure of business
(in the Central segment) as a result of lease reversions following the administration of the BHS retail chain in the UK.
Associated British Foods plcAnnual Report and Accounts 2017
137
137
22. Share-based payments
The group had the following principal equity-settled share-based payment plans in operation during the period:
Associated British Foods Executive Share Incentive Plan 2003 (‘the Share Incentive Plan’)
The Share Incentive Plan was approved and adopted by the Company at the annual general meeting held on 5 December 2003.
It takes the form of conditional allocations of shares which are released if, and to the extent that, performance targets are
satisfied, typically over a three-year performance period. The Share Incentive Plan expired in December 2013, with the last grant
of allocations made in November 2013. Conditional shares allocated under the Share Incentive Plan will vest under the terms
of that plan.
Associated British Foods Long Term Incentive Plan (‘the LTIP’)
The LTIP was approved and adopted by the Company at the annual general meeting held on 6 December 2013. It takes the form
of conditional allocations of shares which are released if, and to the extent that, performance targets are satisfied, typically over
a three-year performance period.
Associated British Foods 2016 Long Term Incentive Plan (‘the 2016 LTIP’)
The 2016 LTIP was approved and adopted by the Company at the annual general meeting held on 9 December 2016. It takes the
form of conditional allocations of shares which are released if, and to the extent that, performance targets are satisfied, typically
over a three-year performance period.
Further information regarding the operation of the above plans can be found in the Remuneration report on pages 75 to 93.
Total conditional allocations under the group’s equity-settled share-based payment plans are as follows:
2017
2016
Balance
outstanding at
the beginning
of the year
Granted/
awarded
Vested
Expired/
lapsed
Balance
outstanding
at the end
of the year
2,680,947
3,330,356
1,661,230
849,566
(331,341)
(626,879)
(916,112)
(872,096)
3,094,724
2,680,947
Employee Share Ownership Plan Trust
Ordinary shares subject to allocation under the group’s equity-settled share-based payment plans are held in a separate
Employee Share Ownership Plan Trust. The Trust is funded by the Company. Voting rights attached to shares held by the Trust
are exercisable by the trustee, who is entitled to consider any recommendation made by a committee of the Company. At
16 September 2017 the Trust held 1,531,998 (2016 – 1,513,339) ordinary shares of the Company. The market value of these shares
at the year end was £48m (2016 – £41m). The Trust has waived its right to dividends. Movements in the year were releases of
331,341 shares and purchases of 350,000 shares (2016 – releases of 626,879 shares and purchases of 650,000 shares).
Fair values
The weighted average fair value of conditional grants made was determined by taking the market price of the shares at the time
of grant and discounting for the fact that dividends are not paid during the vesting period. The weighted average fair value of the
conditional shares allocated during the year was 2,449 pence (2016 – 3,185 pence) and the weighted average share price was
2,633 pence (2016 – 3,425 pence). The dividend yield used was 2.5%.
23. Analysis of net cash/(debt)
Cash at bank and in hand, cash equivalents and
overdrafts
Short-term loans
Long-term loans
At
17 September
2016
£m
Cash flow
£m
Disposals
£m
Non-cash
items
£m
Exchange
adjustments
£m
At
16 September
2017
£m
462
(137)
(640)
(315)
939
(49)
9
899
–
103
–
103
–
(19)
19
–
(15)
1
–
(14)
1,386
(101)
(612)
673
Cash and cash equivalents comprise bank and cash balances, call deposits and short-term investments with original maturities
of three months or less. Bank overdrafts that are repayable on demand of £164m form an integral part of the group’s cash
management and are included as a component of cash and cash equivalents for the purpose of the cash flow statement.
At 17 September 2016, £26m of cash at bank and in hand and £11m of short-term loans included in the above analysis were
included within assets and liabilities classified as held for sale.
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
138 NOTES FORMING PART OF THE FINANCIAL STATEMENTS
138
for the 52 weeks ended 16 September 2017
24. Financial instruments
At 17 September 2016 financial instruments included £26m of cash, £10m of trade and other receivables, £10m of trade and
other payables and £11m of loans and overdrafts which were classified as held for sale. All disclosures in this note are given
gross, before the held for sale reclassification was made.
a) Carrying amount and fair values of financial assets and liabilities
Financial assets
Cash and cash equivalents
Loans and receivables
Trade and other receivables
Other non-current receivables
At fair value through profit or loss
Derivative assets not designated in a cash flow hedging relationship:
– currency derivatives
– commodity derivatives
Designated net investment hedging relationships
Derivative assets designated as net investment hedging instruments:
– currency derivatives
Designated cash flow hedging relationships
Derivative assets designated and effective as cash flow hedging instruments:
– currency derivatives
– commodity derivatives
Total financial assets
Financial liabilities
Financial liabilities at amortised cost
Trade and other payables
Secured loans
Unsecured loans and overdrafts (fair value 2017 – £867m; 2016 – £851m)
Finance leases (fair value 2017 – £19m; 2016 – £19m)
Deferred consideration
At fair value through profit or loss
Derivative liabilities not designated in a cash flow hedging relationship:
– currency derivatives
– commodity derivatives
Designated net investment hedging relationships
Derivative liabilities designated as net investment hedging instruments:
– currency derivatives
Designated cash flow hedging relationships
Derivative liabilities designated and effective as cash flow hedging instruments:
– currency derivatives
– commodity derivatives
Total financial liabilities
Net financial liabilities
Except where stated, carrying amount is equal to fair value.
2017
£m
1,550
1,165
54
2
2
–
2016
£m
581
1,165
41
14
–
1
68
7
2,848
86
4
1,892
(2,434)
(40)
(823)
(14)
(6)
(2,295)
(81)
(801)
(14)
(7)
(32)
(2)
(8)
(1)
(27)
(16)
(48)
(4)
(3,430)
(582)
(36)
(12)
(3,271)
(1,379)
Associated British Foods plcAnnual Report and Accounts 2017
139
139
24. Financial instruments continued
The methods and assumptions used to estimate fair values of financial assets and liabilities are as follows:
Financial asset/liability
Fair value determination
Cash and cash equivalents, trade receivables,
other receivables and accrued income, trade
payables, other payables and accruals
Other non-current investments (recorded
within other non-current receivables)
Fair values have been stated at book values due to short maturities or otherwise
immediate or short-term access and realisability.
These comprise minority shareholdings in privately-owned, unquoted companies
where there is no active market available to value them. Where the fair value of
the equity instruments cannot be reliably measured, they are recorded at cost.
Other non-current receivables, loans and
overdrafts and finance leases
Fair values for these level 2 financial instruments have been estimated by
discounting expected future cash flows (see below).
Derivatives
Deferred consideration
Fair values are typically determined either by reference to third-party valuations
(usually from a bank), or by reference to readily observable market prices.
The group’s derivatives primarily cover a period of no more than 12 months from
the balance sheet date, and information derived from an active market is almost
always available to assist with the valuation of derivatives.
Deferred consideration is measured at the directors’ best estimate of the
expenditure required to settle the obligation at the balance sheet date, discounted
to present value where material. Fair value is therefore equivalent to book value.
Valuation of financial instruments carried at fair value
Financial instruments carried at fair value in the balance sheet comprise other non-current investments and derivatives. The group
classifies these financial instruments using a fair value hierarchy that reflects the relative significance of both objective evidence
and subjective judgements on the inputs used in making the fair value measurements:
Level 1: financial instruments are valued using observable inputs that reflect unadjusted quoted market prices in an active market
for identical instruments. An example of an item in this category is a widely traded equity instrument with a normal quoted
market price.
Level 2: financial instruments are valued using techniques based on observable inputs, either directly (i.e. market prices and
rates) or indirectly (i.e. derived from market prices and rates). An example of an item in this category is a currency derivative,
where forward exchange rates and yield curve data, which are observable in the market, are used to derive fair value.
Level 3: financial instruments are valued using techniques involving significant unobservable inputs.
b) Derivatives
All derivatives are classified as current on the face of the balance sheet. The table below analyses the carrying amount of
derivatives and their contractual/notional amounts, together with an analysis of derivatives by the level in the fair value hierarchy
into which their fair value measurement method is categorised.
2017
2016
Contractual/
notional
amounts
£m
Level 1
£m
Level 2
£m
817
104
921
1,819
100
1,919
–
–
–
–
(1)
(1)
70
9
79
(107)
(5)
(112)
Contractual/
notional
amounts
£m
Total
£m
70
9
79
(107)
(6)
(113)
1,330
39
1,369
1,353
112
1,465
Level 1
£m
Level 2
£m
–
1
1
–
–
–
101
3
104
(60)
(13)
(73)
Total
£m
101
4
105
(60)
(13)
(73)
Financial assets
Currency derivatives
Commodity derivatives
Financial liabilities
Currency derivatives
Commodity derivatives
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
140 NOTES FORMING PART OF THE FINANCIAL STATEMENTS
140
for the 52 weeks ended 16 September 2017
24. Financial instruments continued
c) Cash flow hedging reserve
The following table identifies the movements in the cash flow hedging reserve during the year, and the periods in which the cash
flows are expected to occur. The periods in which the cash flows are expected to impact profit or loss are materially the same.
Opening balance
Losses/(gains) recognised in the hedging reserve
Amount removed from the hedging reserve and
included in the income statement:
– revenue
– cost of sales
– other financial income/expense
Amount removed from the hedging reserve and
included in equity:
– retained earnings
Amount removed from the hedging reserve and
included in a non-financial asset:
– inventory
Deferred tax
Effect of movements in foreign exchange
Closing balance
Cash flows are expected to occur:
– within six months
– between six months and one year
– between one and two years
– between two and five years
– after five years
2017
Currency
derivatives
£m
Commodity
derivatives
£m
16
75
(20)
(2)
(11)
–
(24)
(2)
–
32
24
3
1
3
1
32
6
3
(7)
2
–
–
(8)
2
–
(2)
–
(2)
–
–
–
(2)
2016
Currency
derivatives
£m
Commodity
derivatives
£m
Total
£m
22
78
(27)
–
(11)
6
(82)
(21)
–
46
–
15
(32)
–
–
30
24
1
1
3
1
30
56
(4)
–
16
5
8
–
1
2
16
Total
£m
12
(70)
(20)
(9)
46
15
51
(4)
1
22
11
8
–
1
2
22
6
12
1
(9)
–
–
(5)
–
1
6
6
–
–
–
–
6
Of the closing balance of £30m, £31m is attributable to equity shareholders and £(1)m to non-controlling interests (2016 – £22m
wholly attributable to equity shareholders). Of the net movement in the year of £8m, £9m is attributable to equity shareholders
and £(1)m to non-controlling interests (2016 – £11m attributable to equity shareholders and £(1)m to non-controlling interests).
d) Financial risk identification and management
The group is exposed to the following financial risks from its use of financial instruments:
market risk;
credit risk; and
liquidity risk.
The group’s financial risk management process seeks to enable the early identification, evaluation and effective management of
key risks facing the business. Risk management policies and systems have been established and are reviewed regularly to reflect
changes in market conditions and the group’s activities. The group, through its standards and procedures, aims to develop a
disciplined and constructive control environment in which all employees understand their roles and obligations.
The group sources and sells products and manufactures goods in many locations around the world. These operations expose the
group to potentially significant price volatility in the financial and commodity markets. Trading and risk management teams have
been established in the group’s major businesses to manage this exposure by entering into a range of products, including physical
and financial forward contracts, futures and, where appropriate, options. These teams work closely with group Treasury and report
regularly to executive management.
Treasury operations and commodity procurement are conducted within a clearly defined framework of board-approved policies and
guidelines to manage the group’s financial and commodity risks. Treasury works closely with the group’s procurement teams to
manage commodity risks. Treasury policy seeks to ensure that adequate financial resources are available to the group at all times,
for the management and development of the group’s businesses, whilst effectively managing its market risk and credit risk.
The group’s risk management policy explicitly forbids the use of financial or commodity derivatives (outside its risk management
framework of mitigating financial and commodity risks) for speculative purposes.
Associated British Foods plcAnnual Report and Accounts 2017
141
141
24. Financial instruments continued
e) Foreign currency translation
The group presents its financial statements in sterling. As a result of its worldwide operations, the group is exposed to foreign
currency translation risk where overseas operations have a functional currency other than sterling. Changes in foreign currency
exchange rates impact the translation into sterling of both the income statement and net assets of these foreign operations.
Where appropriate, the group finances its operations by borrowing locally in the functional currency of its operations. This reduces
net asset values reported in functional currencies other than sterling, thereby reducing the economic exposure to fluctuations in
foreign currency exchange rates on translation.
The group also finances its operations by obtaining funding at group level through external borrowings and, where they are not
in sterling, these borrowings may be designated as net investment hedges. This enables gains and losses arising on retranslation
of these foreign currency borrowings to be charged to other comprehensive income, providing a partial offset in equity against
the gains and losses arising on translation of the net assets of foreign operations.
The group does not actively hedge the translation impact of foreign exchange rate movements on the income statement (other
than via the partial economic hedge arising from the servicing costs on non-sterling borrowings).
The group designates certain of its intercompany loan arrangements as quasi-equity for the purposes of IAS 21. The effect of the
designation is that any foreign exchange volatility arising within the borrowing entity and/or the lending entity is accounted for
directly within other comprehensive income.
At year end, the group had $160m of borrowings (2016 – $160m) that were designated as hedges of its net investment in foreign
operations in US dollars.
A net foreign exchange gain of £3m (2016 – loss of £26m) on retranslation of these loans has been taken to the translation reserve
on consolidation, all of which was attributable to equity shareholders. The group also held currency forwards and cross currency
swaps that have been designated as hedges of its net investments in Australian dollars and euros, whose change in fair value of
£12m has been debited to the translation reserve, all of which was attributable to equity shareholders (2016 – £46m debited to the
translation reserve).
f) Market risk
Market risk is the risk of movements in the fair value of future cash flows of a financial instrument or forecast transaction as
underlying market prices change. The group is exposed to changes in the market price of commodities, interest rates and foreign
exchange rates. These risks are known as ‘transaction’ (or recognised) exposures and ‘economic’ (or forecast) exposures.
(i) Commodity price risk
Commodity price risk arises from the procurement of raw materials and the consequent exposure to changes in market prices.
The group purchases a wide range of commodities in the ordinary course of business. Exposure to changes in the market price of
certain of these commodities including wheat, edible oils, soya beans, meat, sugar raws, cocoa, rice, tea and energy is managed
through the use of forward physical contracts and hedging instruments, including futures and options contracts, primarily to
convert floating or indexed prices to fixed prices. The use of such contracts to hedge commodity exposures is governed by the
group’s risk management policies and is continually monitored by group Treasury. Commodity derivatives also provide a way to
meet customers’ pricing requirements whilst achieving a price structure consistent with the group’s overall pricing strategy.
Some of the group’s commodity forward contracts are classified as ‘own use’ contracts, since they are both entered into, and
continue to be held, for the purposes of the group’s ordinary operations, and the group takes physical delivery of the commodity
concerned. ‘Own use’ contracts do not require accounting entries until the commodity purchase actually crystallises. Where
possible commodity derivatives are accounted for as cash flow hedges, but there are some commodity derivatives for which
the strict requirements of hedge accounting cannot be satisfied. Such commodity derivatives are used only where the business
believes they provide an economic hedge of an underlying exposure. These instruments are classified as held for trading and are
marked to market through the income statement.
The majority of the group’s forward physical contracts and commodity derivatives have original maturities of less than one year.
The group does not have significant sensitivities in respect of the accounting for its on-balance sheet commodity contracts.
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
142 NOTES FORMING PART OF THE FINANCIAL STATEMENTS
142
for the 52 weeks ended 16 September 2017
24. Financial instruments continued
(ii) Interest rate risk
Interest rate risk comprises two primary elements:
interest price risk results from financial instruments bearing fixed interest rates. Changes in floating interest rates therefore affect
the fair value of these fixed rate financial instruments; and
interest cash flow risk results from financial instruments bearing floating rates. Changes in floating interest rates affect cash
flows on interest receivable or payable.
The group’s policy is to maintain floating rate debt for a significant proportion of its bank finance, although it periodically assesses
its position with respect to interest price and cash flow risk.
At 16 September 2017, £599m (68%) (2016 – £625m and 70%) of total debt was subject to fixed rates of interest, the majority
of which is the US private placement loans of £558m (2016 – £588m).
Floating rate debt comprises bank borrowings bearing interest rates fixed in advance, for various time periods up to 12 months,
by reference to official market rates (e.g. LIBOR).
The group does not have significant sensitivities to the impact of interest rates on derivative valuations, nor to the impact of
interest rates on floating rate borrowings.
(iii) Foreign currency risk
The group conducts business worldwide and consequently in many foreign currencies. As a result, it is exposed to movements
in foreign currency exchange rates which affect the group’s transaction costs. The group also publishes its financial statements
in sterling and is therefore exposed to movements in foreign exchange rates on the translation of the results and underlying net
assets of its foreign operations into sterling.
Translation risk is discussed in section e) on page 141.
Transaction risk
Currency transaction exposure occurs where a business makes sales and purchases in a currency other than its functional
currency. It also arises where monetary assets and liabilities of a business are not denominated in its functional currency, and
where dividends or surplus funds are remitted from overseas. The group’s policy is to match transaction exposures wherever
possible, and to hedge actual exposures and firm commitments as soon as they occur by using forward foreign currency contracts.
All foreign currency instruments contracted with non-group entities to manage transaction exposures are undertaken by group
Treasury or, where foreign currency controls restrict group Treasury acting on behalf of subsidiaries, under its guidance.
Identification of transaction exposures is the responsibility of each business.
The group uses derivatives (principally forward foreign currency contracts and time options) to hedge its exposure to movements in
exchange rates on its foreign currency trade receivables and payables. The group does not seek formal fair value hedge accounting
for such transaction hedges. Instead, such derivatives are classified as held for trading and marked to market through the income
statement. This offsets the income statement impact of the retranslation of the foreign currency trade receivables and payables.
Economic (forecast) risk
The group also uses forward foreign currency contracts to hedge its exposure to movements in exchange rates on its highly
probable forecast foreign currency sales and purchases on a rolling 12-month basis. The group does not formally define the
proportion of highly probable forecast sales and purchases to hedge, but agrees an appropriate percentage on an individual basis
with each business by reference to the group’s risk management policies and prevailing market conditions. The group documents
currency derivatives used to hedge its forecast transactions as cash flow hedges. To the extent that cash flow hedges are
effective, gains and losses are deferred in equity until the forecast transaction occurs, at which point the gains and losses are
recycled either to the income statement or to the non-financial asset acquired.
The majority of the group’s currency derivatives have original maturities of less than one year.
The group’s most significant currency transaction exposures are:
sugar prices in British Sugar to movements in the sterling/euro exchange rate;
sugar prices in Illovo to movements in the South African rand/US dollar/euro exchange rates; and
sourcing for Primark – costs are denominated in a number of currencies, predominantly sterling, euros and US dollars.
Elsewhere, a number of businesses make sales and purchase a variety of raw materials in foreign currencies (primarily US
dollars and euros), giving rise to transaction exposures. In all other material respects, businesses tend to operate in their
functional currencies.
Associated British Foods plcAnnual Report and Accounts 2017
24. Financial instruments continued
The analysis of the group’s foreign currency exposure to financial assets and liabilities by currency of denomination is as follows:
143
143
Financial assets
Cash and cash equivalents
Trade and other receivables
Financial liabilities
Trade and other payables
Unsecured loans and overdrafts
Finance leases
Deferred consideration
Currency derivatives
Gross amounts receivable
Gross amounts payable
Financial assets
Cash and cash equivalents
Trade and other receivables
Financial liabilities
Trade and other payables
Unsecured loans and overdrafts
Finance leases
Deferred consideration
Currency derivatives
Gross amounts receivable
Gross amounts payable
Sterling
£m
US dollar
£m
–
1
1
(22)
–
–
–
(22)
73
(3)
70
49
253
24
277
(396)
(413)
–
(1)
(810)
1,694
(105)
1,589
1,056
Sterling
£m
US dollar
£m
1
–
1
(18)
–
–
–
(18)
75
(4)
71
54
23
32
55
(346)
(428)
–
(2)
(776)
1,521
(49)
1,472
751
2017
Euro
£m
235
85
320
(41)
(2)
–
–
(43)
85
(501)
(416)
(139)
2016
Euro
£m
11
66
77
(38)
(1)
–
–
(39)
197
(598)
(401)
(363)
The following major exchange rates applied during the year:
US dollar
Euro
Rand
Renminbi
Australian dollar
Average rate
Closing rate
2017
1.27
1.15
16.96
8.63
1.67
2016
1.43
1.29
21.17
9.35
1.96
2017
1.36
1.14
17.87
8.90
1.70
Other
£m
40
13
53
(10)
–
(1)
–
(11)
168
(61)
107
Total
£m
528
123
651
(469)
(415)
(1)
(1)
(886)
2,020
(670)
1,350
149
1,115
Other
£m
11
13
24
(9)
–
(1)
(1)
(11)
168
(73)
95
108
Total
£m
46
111
157
(411)
(429)
(1)
(3)
(844)
1,961
(724)
1,237
550
2016
1.31
1.17
18.74
8.74
1.75
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
144 NOTES FORMING PART OF THE FINANCIAL STATEMENTS
144
for the 52 weeks ended 16 September 2017
24. Financial instruments continued
Sensitivity analysis
The following sensitivity analysis illustrates the impact that a 10% strengthening of the group’s operating currencies against
local functional currencies would have had on profit and equity. The analysis covers currency translation exposures at year end on
businesses’ financial assets and liabilities that are not denominated in the functional currencies of those businesses. A similar but
opposite impact would be felt on both profit and equity if the group’s main operating currencies weakened against local functional
currencies by a similar amount.
The exposure to foreign exchange gains and losses on translating the financial statements of subsidiaries into sterling is not
included in this sensitivity analysis, as there is no impact on the income statement, and the gains and losses are recorded directly
in the translation reserve in equity (see below for a separate sensitivity). This sensitivity is presented before taxation and non-
controlling interests.
10% strengthening against other currencies of
Sterling
US dollar
Euro
Other
2017
impact on
profit for
the year
£m
2017
impact on
total equity
£m
2016
impact on
profit for
the year
£m
2016
impact on
total equity
£m
–
5
6
10
6
118
(19)
16
–
11
6
8
6
87
(42)
9
A second sensitivity analysis calculates the impact on the group’s profit before tax if the average rates used to translate the results
of the group’s foreign operations into sterling were adjusted to show a 10% strengthening of sterling. A similar but opposite
impact would be felt on profit before tax if sterling weakened against the other currencies by a similar amount.
10% strengthening of sterling against
US dollar
Euro
Rand
Renminbi
Australian dollar
2017
impact on
profit for
the year
£m
2016
impact on
profit for
the year
£m
(24)
(35)
(2)
(20)
(4)
(13)
(24)
(1)
(1)
(2)
g) Credit risk
Credit risk is the risk that counterparties to financial instruments do not perform according to the terms of the contract or
instrument. The group’s businesses are exposed to counterparty credit risk when dealing with customers, and from certain
financing activities.
The immediate credit exposure of financial instruments is represented by those financial instruments that have a net positive
fair value by counterparty at 16 September 2017. The group considers its maximum exposure to credit risk to be:
Cash and cash equivalents
Loans and receivables
Derivative assets at fair value through profit and loss
Derivative assets in designated net investment hedging relationships
Derivative assets in designated cash flow hedging relationships
Note
24a
2017
£m
1,550
1,219
4
–
75
2,848
2016
£m
581
1,206
14
1
90
1,892
The majority of cash balances and short-term deposits are held with strong investment-grade banks or financial institutions.
The group uses market knowledge, changes in credit ratings and other techniques to identify significant changes to the financial
profile of its counterparties.
Associated British Foods plcAnnual Report and Accounts 2017
145
145
24. Financial instruments continued
Trade and other receivables
Concentrations of credit risk are limited as a result of the group’s large and diverse customer base. The group has an established
credit policy applied by each business under which the credit status of each new customer is reviewed before credit is advanced.
This includes external credit evaluations where possible and in some cases bank references. Credit limits are established for all
significant or high-risk customers, which represent the maximum amount permitted to be outstanding without requiring additional
approval from the appropriate level of management. Outstanding debts are continually monitored by each business. Credit limits
are reviewed on a regular basis, and at least annually. Customers that fail to meet the group’s benchmark creditworthiness may
only transact with the group on a prepayment basis. Aggregate exposures are monitored at group level.
Many of the group’s customers have been transacting with the group for many years and the incidence of bad debts has been low.
Where appropriate, goods are sold subject to retention of title so that, in the event of non-payment, the group may have a secured
claim. The group does not typically require collateral in respect of trade and other receivables.
The group provides for impairment of financial assets including trade and other receivables based on known events, and makes
a collective provision for losses yet to be identified, based on historical data. The majority of the provision comprises specific amounts.
The maximum exposure to credit risk for trade and other receivables at the reporting date by geographic region of origin was:
UK
Europe & Africa
The Americas
Asia Pacific
Trade receivables can be analysed as follows:
Not overdue
Up to one month past due
Between one and two months past due
Between two and three months past due
More than three months past due
Provision for doubtful debts
2017
£m
418
287
163
297
1,165
2017
£m
893
107
20
8
32
(25)
1,035
2016
£m
395
289
177
304
1,165
2016
£m
885
109
23
7
33
(25)
1,032
Based on past experience, the group believes that no impairment allowance is necessary in respect of trade receivables that are
not past due.
Trade receivables are stated net of the following provision for irrecoverable amounts:
Opening balance
Amounts provided for during the year
Amounts released during the year
Amounts utilised during the year
Effect of movements in foreign exchange
Closing balance
2017
£m
25
5
(2)
(3)
–
25
2016
£m
22
4
(2)
(3)
4
25
No trade receivables were written off directly to the income statement in either year.
The directors consider that the carrying amount of trade and other receivables approximates fair value.
Cash and cash equivalents
Banking relationships are generally limited to those banks that are members of the core relationship group. These banks are
selected for their credit status, global reach and their ability to meet the businesses’ day-to-day banking requirements. The credit
ratings of these institutions are monitored on a continuing basis. In locations where the core relationship banking group cannot
be used, operating procedures including choice of bank, opening of bank accounts and repatriation of funds must be agreed with
group Treasury. The group has not recorded impairments against cash or cash equivalents, nor have any recoverability issues
been identified with such balances. Such items are typically recoverable on demand or in line with normal banking arrangements.
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
146 NOTES FORMING PART OF THE FINANCIAL STATEMENTS
146
for the 52 weeks ended 16 September 2017
24. Financial instruments continued
Other financial assets
Other non-current investments are typically equity investments with no fixed maturity or recoverability date. No impairment issues
have been identified with respect to other non-current investments.
Since derivative assets are recorded at fair value, either through profit and loss for those not in a designated cash flow hedging
relationship, or otherwise through the hedging or net investment hedging reserve, no impairment issues have been identified.
h) Liquidity risk
Liquidity risk is the risk that the group will encounter difficulty in meeting its obligations associated with its financial liabilities
as they fall due. Group Treasury is responsible for monitoring and managing liquidity and ensures that the group has sufficient
headroom in its committed facilities to meet unforeseen or abnormal requirements. The group also has access to uncommitted
facilities to assist with short-term funding requirements.
Available headroom is monitored via the use of detailed cash flow forecasts prepared by each business, which are reviewed
at least quarterly, or more often, as required. Actual results are compared to budget and forecast each period, and variances
investigated and explained. Particular focus is given to management of working capital.
Details of the group’s borrowing facilities are given in section i) on page 147.
The following table analyses the contractual undiscounted cash flows relating to financial liabilities at the balance sheet date
and compares them to carrying amounts:
Non-derivative financial liabilities
Trade and other payables
Secured loans
Unsecured loans and overdrafts
Finance leases
Deferred consideration
Derivative financial liabilities
– Currency derivatives (net payments)
– Commodity derivatives (net payments)
Total financial liabilities
Non-derivative financial liabilities
Trade and other payables
Secured loans
Unsecured loans and overdrafts
Finance leases
Deferred consideration
Derivative financial liabilities
– Currency derivatives (net payments)
– Commodity derivatives (net payments)
Total financial liabilities
Note
18
17
17
25
19
Note
18
17
17
25
19
Due
between
6 months
and 1 year
£m
Due
between
1 and 2
years
£m
Due within
6 months
£m
2017
Due
between
2 and 5
years
£m
Due after
5 years
£m
Contracted
amount
£m
Carrying
amount
£m
(2,198)
(13)
(173)
(1)
–
(69)
(2)
(2,456)
(20)
(5)
(60)
(1)
(2)
(8)
(3)
(99)
(15)
(11)
(254)
(2)
(1)
–
(1)
(284)
(52)
(11)
(289)
(2)
(3)
–
–
(357)
(149)
–
(97)
(36)
–
–
–
(282)
(2,434)
(40)
(873)
(42)
(6)
(77)
(6)
(3,478)
(2,434)
(40)
(823)
(14)
(6)
(107)
(6)
(3,430)
Due
between
6 months
and 1 year
£m
Due
between
1 and 2
years
£m
Due within
6 months
£m
(2,093)
(12)
(177)
(1)
(1)
(28)
(13)
(2,325)
(17)
(33)
(61)
(1)
(2)
(15)
–
(129)
(16)
(16)
(66)
(1)
(2)
(2)
–
(103)
2016
Due
between
2 and 5
years
£m
(54)
(20)
(274)
(3)
(2)
–
–
(353)
Due after
5 years
£m
Contracted
amount
£m
Carrying
amount
£m
(115)
–
(343)
(37)
–
–
–
(495)
(2,295)
(81)
(921)
(43)
(7)
(45)
(13)
(3,405)
(2,295)
(81)
(801)
(14)
(7)
(60)
(13)
(3,271)
The above tables do not include forecast data for liabilities which may be incurred in the future but which were not contracted at
16 September 2017.
The principal reasons for differences between carrying values and contractual undiscounted cash flows are coupon payments
on the fixed rate debt to which the group is already committed, future interest payments on the group’s finance leases, and cash
flows on derivative financial instruments which are not aligned with their fair value.
Associated British Foods plcAnnual Report and Accounts 2017
147
147
24. Financial instruments continued
i) Borrowing facilities
The group has substantial borrowing facilities available to it. The undrawn committed facilities available at 16 September 2017,
in respect of which all conditions precedent have been met, amounted to £1,232m (2016 – £1,311m):
£1.2bn syndicated facility
US private placement
Illovo
Azucarera
Other
Facility
£m
1,200
558
117
–
17
1,892
2017
Drawn
£m
–
558
85
–
17
660
Uncommitted facilities available at 16 September 2017 were:
Money market lines
Illovo
Azucarera
China banking
Other
2017
Facility
£m
Drawn
£m
100
177
93
37
208
615
–
74
33
–
97
204
Undrawn
£m
1,200
–
32
–
–
1,232
Undrawn
£m
100
103
60
37
111
411
Facility
£m
1,200
588
143
105
15
2,051
2016
Drawn
£m
Undrawn
£m
–
588
83
54
15
740
1,200
–
60
51
–
1,311
2016
Facility
£m
Drawn
£m
Undrawn
£m
100
138
–
424
184
846
–
69
–
12
61
142
100
69
–
412
123
704
In addition to the above facilities there are also £520m (2016 – £296m) of undrawn and available credit lines for the purposes
of issuing letters of credit and guarantees in the normal course of business.
The group also has £14m (2016 – £14m) of finance lease liabilities which are not included in the tables above, but which are
included in the group’s loans and overdrafts in note 17.
The group has a £1.2bn syndicated facility which matures in July 2021. In addition to the bank debt, the Company has £558m
of private placement notes in issue to institutional investors in the US and Europe. At 16 September 2017, these had an average
remaining duration of 3.5 years and an average fixed coupon of 4.6%. The other significant core committed debt facilities comprise
local committed facilities in Illovo.
Uncommitted bank borrowing facilities are normally reaffirmed by the banks annually, although they can theoretically be withdrawn
at any time.
Refer to note 9 for details of the group’s capital commitments and to note 26 for a summary of the group’s guarantees.
An assessment of the group’s current liquidity position is given in the Financial review on page 49.
j) Capital management
The capital structure of the group is presented in the balance sheet. The statement of changes in equity provides details on equity
and note 17 provides details of loans and overdrafts. Short and medium-term funding requirements are provided by a variety of
loan and overdraft facilities, both committed and uncommitted, with a range of counterparties and maturities. Longer term funding
is sourced from a combination of these facilities, the private placement notes and committed syndicated loan facilities.
The board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to enable
successful future development of the business. The board monitors return on capital by division and determines the overall level
of dividends payable to shareholders.
From time to time the trustee of the Employee Share Ownership Plan Trust purchases the Company’s shares in the market to
satisfy awards under the group’s incentive plans. Once purchased, shares are not sold back into the market. The group does not
have a defined share buy-back plan.
There were no changes to the group’s approach to capital management during the year. Neither the Company nor any of its
subsidiaries are subject to externally-imposed capital requirements.
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
148 NOTES FORMING PART OF THE FINANCIAL STATEMENTS
148
for the 52 weeks ended 16 September 2017
25. Lease commitments
Operating leases
The group acts as a lessee, lessor and sub-lessor for land and buildings, and plant and machinery, under operating leases.
Rental receipts of £8m (2016 – £9m) were recognised in the income statement in the period relating to operating leases. The total
of future minimum rental receipts expected to be received is £48m (2016 – £53m).
Under the terms of the lease agreements, no contingent rents are payable.
The future minimum lease payments under operating leases are as follows:
Within one year
Between one and five years
After five years
Finance leases
Finance lease liabilities are payable as follows:
Within one year
Between one and five years
After five years
2017
land and
buildings
£m
2017
plant and
equipment
£m
283
1,173
2,959
4,415
12
16
–
28
2017
total
£m
295
1,189
2,959
4,443
2016
land and
buildings
£m
255
1,051
2,905
4,211
2016
plant and
equipment
£m
12
17
–
29
2016
total
£m
267
1,068
2,905
4,240
2017
minimum
lease
payments
£m
2
4
36
42
2017
interest
£m
2017
principal
£m
1
3
24
28
1
1
12
14
2016
minimum
lease
payments
£m
2
4
37
43
2016
interest
£m
2016
principal
£m
1
3
25
29
1
1
12
14
26. Contingencies
Litigation and other proceedings against companies in the group are not considered material in the context of these financial
statements.
Where group companies enter into financial guarantee contracts to guarantee the indebtedness of other group companies, the
group considers these to be insurance arrangements and has elected to account for them as such in accordance with IFRS 4.
In this respect, the guarantee contract is treated as a contingent liability until such time as it becomes probable that the relevant
group company issuing the guarantee will be required to make a payment under the guarantee.
As at 16 September 2017, group companies have provided guarantees in the ordinary course of business amounting to £1,866m
(2016 – £1,912m).
Associated British Foods plcAnnual Report and Accounts 2017
149
149
27. Related parties
The group has a controlling shareholder relationship with its parent company, Wittington Investments Limited, with the trustees
of the Garfield Weston Foundation and with certain other individuals who hold shares in the Company. Further details of the
controlling shareholder relationship are included in note 28. The group has a related party relationship with its associates and joint
ventures (see note 28) and with its directors. In the course of normal operations, related party transactions entered into by the
group have been contracted on an arm’s length basis.
Material transactions and year end balances with related parties were as follows:
Charges to Wittington Investments Limited in respect of services provided by the Company and its
subsidiary undertakings
Dividends paid by Associated British Foods and received in a beneficial capacity by:
(i)
(ii) directors of Wittington Investments Limited who are not trustees of the Foundation and their
trustees of the Garfield Weston Foundation and their close family
close family
(iii) directors of the Company who are not trustees of the Foundation and are not directors of
Wittington Investments Limited
(iv) members of the Weston family employed within the Associated British Foods group
Sales to fellow subsidiary undertakings on normal trading terms
Sales to companies with common key management personnel on normal trading terms
Commissions paid to companies with common key management personnel on normal trading terms
Amounts due from companies with common key management personnel
Sales to joint ventures on normal trading terms
Sales to associates on normal trading terms
Purchases from joint ventures on normal trading terms
Purchases from associates on normal trading terms
Amounts due from joint ventures
Amounts due from associates
Amounts due to joint ventures
Amounts due to associates
Sub
note
2017
£000
2016
£000
1
2
3
4
5
5
5
992
1,226
10,675
10,012
2,799
2,613
62
2
46
14,790
1,391
1,938
16,615
23,112
400,242
16,128
49,649
2,451
37,154
1,100
54
2
48
16,642
1,490
1,748
13,460
41,494
324,959
17,424
37,531
4,244
28,374
3,342
1. The Garfield Weston Foundation (‘the Foundation’) is an English charitable trust, established in 1958 by the late W Garfield
Weston. The Foundation has no direct interest in the Company, but as at 16 September 2017 was the beneficial owner of
683,073 shares (2016 – 683,073 shares) in Wittington Investments Limited representing 79.2% (2016 – 79.2%) of that
company’s issued share capital and is, therefore, the Company’s ultimate controlling party. At 16 September 2017 trustees
of the Foundation comprised two children and two grandchildren of the late W Garfield Weston and five children of the late
Garry H Weston.
2. Details of the directors are given on pages 60 and 61. Their interests, including family interests, in the Company and its
subsidiary undertakings are given on pages 89 and 90. Key management personnel are considered to be the directors,
and their remuneration is disclosed within the Remuneration report on page 86.
3. Members of the Weston family who are employed by the group and are not directors of the Company or Wittington
Investments Limited and are not trustees of the Foundation.
4. The fellow subsidiary undertakings are Fortnum and Mason plc and Heal & Son Limited.
5. The companies with common key management personnel are the George Weston Limited group, in Canada, and Selfridges
& Co. Limited.
Amounts due from joint ventures include £48m (2016 – £36m) of finance lease receivables (see note 13). The remainder of the
balance is trading balances. All but £3m (2016 – £3m) of the finance lease receivables are non-current.
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
150 NOTES FORMING PART OF THE FINANCIAL STATEMENTS
150
for the 52 weeks ended 16 September 2017
28. Group entities
Control of the group
The largest group in which the results of the Company are consolidated is that headed by Wittington Investments Limited
(‘Wittington’), the accounts of which are available at Companies House, Crown Way, Cardiff CF14 3UZ. It is the ultimate holding
company, is incorporated in Great Britain and is registered in England.
At 16 September 2017 Wittington, together with its subsidiary, Howard Investments Limited, held 431,515,108 ordinary shares
(2016 – 431,515,108) representing in aggregate 54.5% (2016 – 54.5%) of the total issued ordinary share capital of Associated
British Foods plc.
Wittington, and, through their control of Wittington, the trustees of the Garfield Weston Foundation (‘the Foundation’) are
controlling shareholders of the Company. Certain other individuals, including certain members of the Weston family who hold
shares in the Company (and including two of the Company’s directors, George Weston and Emma Adamo) are, under the Listing
Rules, treated as acting in concert with Wittington and the trustees of the Foundation and are therefore also treated as controlling
shareholders of the Company. Wittington, the trustees of the Foundation and these individuals together comprise the controlling
shareholders of the Company and, at 16 September 2017, have a combined interest in approximately 59.15% (2016 – 59.16%)
of the Company’s voting rights. Information on the relationship agreement between the Company and its controlling shareholders
is set out on page 95 of the Directors’ report.
Subsidiary undertakings
A list of the group’s subsidiaries as at 16 September 2017 is given below. The entire share capital of subsidiaries is held within
the group except where the group’s ownership percentages are shown. These percentages give the group’s ultimate interest
and therefore allow for the occasional situation where subsidiaries are owned by partly-owned intermediate subsidiaries. Where
subsidiaries have different classes of shares, this is largely for historical reasons and the effective percentage holdings given
represent both the group’s voting rights and equity holding. Shares in ABF Investments plc are held directly by Associated British
Foods plc. All other holdings in subsidiaries are owned by members of the Associated British Foods plc group. All subsidiaries are
consolidated in the group’s financial statements.
% effective holding
if not 100%
Subsidiary undertakings
United Kingdom
Weston Centre, 10 Grosvenor Street, London,
W1K 4QY
A.B. Exploration Limited
A.B.F. Holdings Limited
A.B.F. Nominees Limited
A.B.F. Properties Limited
AB Agri Limited
AB Foods Australia Limited
AB Ingredients Limited
AB Mauri (UK) Limited
AB Mauri Europe Limited
AB Sugar Africa Limited
AB Sugar China Holdings Limited
AB Sugar China Limited
AB Sugar China North Limited
AB Sugar Limited
AB Technology Limited
AB World Foods (Holdings) Limited
AB World Foods Limited
ABF (No. 1) Limited
ABF (No. 2) Limited
ABF (No. 3) Limited
ABF Europe Finance Limited
ABF European Holdings Limited
ABF Finance Limited
ABF Funding
ABF Grain Products Limited
ABF Green Park Limited
ABF Grocery Limited
ABF HK Finance Limited
ABF Ingredients Limited
ABF Investments plc
ABF Japan Limited
ABF MXN Finance Limited
ABF Overseas Limited
ABF PM Limited
% effective holding
if not 100%
Subsidiary undertakings
ABF UK Finance Limited
ABF US Holdings Limited
ABN (Overseas) Limited
ABNA Feed Company Limited
ABNA Limited
Agrilines Limited
Allied Bakeries Limited
Allied Grain (Scotland) Limited
Allied Grain (South) Limited
Allied Grain (Southern) Limited
Allied Grain Limited
Allied Mills Limited
Allied Technical Centre Limited
Allinson Limited
Associated British Foods Pension Trustees Limited
Atrium 100 Properties Limited
Atrium 100 Stores Holdings Limited
Atrium 100 Stores Limited
B.E. International Foods Limited
Banbury Agriculture Limited
British Sugar (Overseas) Limited
British Sugar plc
BSO (China) Limited
Cereal Industries Limited
Cereform Limited
Davjon Food Limited
Dorset Cereals Limited
Eastbow Securities Limited
Elsenham Quality Foods Limited
Fishers Feeds Limited
Fishers Seeds & Grain Limited
Food Investments Limited
G. Costa (Holdings) Limited
G. Costa and Company Limited
Gb Plange UK Limited
Germain’s (U.K.) Limited
H 5 Limited
Associated British Foods plcAnnual Report and Accounts 2017
151
151
% effective holding
if not 100%
28. Group entities continued
Subsidiary undertakings
Jacksons of Piccadilly Limited
John K. King & Sons Limited
Kingsgate Food Ingredients Limited
LeafTC Limited
Mauri Products Limited
Mitra Sugar Limited
Mountsfield Park Finance Limited
Nere Properties Limited
Nutrition Trading (International) Limited
Nutrition Trading Limited
Patak (Spices) Limited
Patak Food Limited
Patak’s Breads Limited
Patak’s Foods 2008 Limited
Premier Nutrition Products Limited
Pride Oils Public Limited Company
Primark (U.K.) Limited
Primark Austria Limited
Primark Mode Limited
Primark Pension Administration Services Limited
Primark Stores Limited
Primary Diets Limited
Primary Nutrition Limited
Pro-active Nutrition Limited
R. Twining and Company Limited
Reflex Nutrition Limited
Roses Nutrition Ltd
Seedcote Systems Limited
Serpentine Securities Limited
Sizzlers Limited
Sizzles Limited
Speedibake Limited
Sun Blest Crumpet Co. Limited (The)
Sunblest Bakeries Limited
The Bakery School Limited
The Billington Food Group Limited
The Home Grown Sugar Company Limited
The Jordans & Ryvita Company Limited
The Natural Sweetness Company Limited
The Roadmap Company Limited
The Silver Spoon Company Limited
The Weston Biscuit Company Limited
Tip Top Bakeries Limited
Trident Feeds Limited
Twining Crosfield & Co. Limited
Vivergo Fuels Limited
W. Jordan & Son (Silo) Limited
W. Jordan (Cereals) Limited
Wereham Gravel Company Limited (The)
Westmill Foods Limited
Weston Foods Limited
Weston Research Laboratories Limited
Worldwing Investments Limited
1 College Place North, Belfast, BT1 6BG,
United Kingdom
James Neill Limited
Unit 4, 211 Castle Road, Randalstown,
Co. Antrim, BT41 2EB
Jordan Bros. (N.I.) Limited
Nutrition Services (International) Limited
Vistavet Limited
180 Glentanar Road, Glasgow, G22 7UP
ABN (Scotland) Limited
Miller Samuel LLP, RWF House,
5 Renfield Street, Glasgow, G2 5EZ
Korway Foods Limited
% effective holding
if not 100%
94%
Subsidiary undertakings
Korway Holdings Limited
Patak’s Chilled Foods Limited
Patak’s Frozen Foods Limited
Argentina
Mariscal Antonio José de Sucre 632 – 2nd Floor,
Buenos Aires 1428, Argentina
AB Mauri Hispanoamerica S.A.
Surgras S.A.
Av. Raul Alfonsin, Monte Chingolo,
Buenos Aires 3145, Argentina
Compañía Argentina De Levaduras S.A.I.C.
Australia
Level 1, Building A, 11 Talavera Road,
North Ryde, NSW 2113, Australia
AB Mauri Camellia Pty Limited
AB Mauri Overseas Holdings Limited
AB Mauri Pakistan Pty Limited
AB Mauri Properties Pty Limited
AB Mauri ROW Holdings Pty Limited
AB Mauri South America Pty Limited
AB Mauri South West Asia Pty Limited
AB Mauri Technology & Development Pty Limited
AB Mauri Technology Pty Limited
AB World Foods Pty Ltd
ABF Wynyard Park Limited Partnership
Anzchem Pty Limited
Food Investments Pty. Limited
George Weston Foods Limited
Indonesian Yeast Company Pty Limited
Mauri Fermentation Argentina Pty Limited
Mauri Fermentation Brazil Pty Limited
Mauri Fermentation Chile Pty Limited
Mauri Fermentation China Pty Limited
Mauri Fermentation India Pty Limited
Mauri Fermentation Indonesia Pty Limited
Mauri Fermentation Malaysia Pty Limited
Mauri Fermentation Philippines Pty Limited
Mauri Fermentation Vietnam Pty Limited
Mauri Yeast Australia Pty Limited
N&C Enterprises Pty Ltd
NB Love Industries Pty Ltd
Serrol Ingredients Pty Limited
The Jordans and Ryvita Company Australia Pty Ltd
WA Feeds Pty Ltd
35-37 South Corporate Avenue, Rowville,
Victoria 3178, Australia
AB Food & Beverages Australia Pty. Limited
Austria
Schottenring 19, 1010 Wien, Austria
Primark Austria Ltd & Co KG
Bangladesh
Level 13 Shanta Western Tower Bir Uttam Mir
Shawkat Road 186 Tejgaon I/A Dhaka 1208
Twinings Ovaltine Bangladesh Limited
Belgium
Industriepark 2, 9820 Merelbeke, Belgium
AB Mauri Belgium NV
Boulevard Raymond Poincare 07/113,
4020 Liege, Belgium
Primark SA
Brazil
Avenida Tietê, L-233 Barranca do Rio Tietê,
City of Pederneiras, State of Sao Paulo,
CEP 17.280-000, Brazil
AB Brasil Indústria e Comércio de Alimentos Ltda
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
152 NOTES FORMING PART OF THE FINANCIAL STATEMENTS
152
for the 52 weeks ended 16 September 2017
% effective holding
if not 100%
90%
92%
% effective holding
if not 100%
90%
28. Group entities continued
Subsidiary undertakings
Alameda Amazonas 938, 3rd Floor, Alphaville –
Barueri, Sao Paulo 06454-070, Brazil
AB Enzimas Brasil Comercial Ltda
Rua Cardeal Arcoverde. 1641 9th Floor,
Sao Paulo, Brazil
AB Vista Brasil Comércio De Alimentação
Animal Ltda
Canada
Blake, Cassels & Graydon LLP, 199 Bay Street,
Suite 4000, Toronto, Ontario M5L 1A9, Canada
AB Mauri (Canada) Limited
Chile
Miraflores Street No. 222, 28 Floor, Santiago,
Chile
Calsa Chile Inversiones Limitada
China
No. 1 Tongcheng Street, Acheng District,
Harbin, Heilongjiang Province, China
AB (Harbin) Food Ingredients Company Limited
Harbin Mauri Yeast Co., Ltd.
Zhenlai Economic Development District,
Baicheng City, Jilin Province, China
AB Agri Animal Nutrition (Jilin) Co., Ltd
North Huang He Road, Rudong
New Economic Development Zone,
Nantong City, Jiangsu Province, China
AB Agri Animal Nutrition (Nantong) Co., Ltd
AB Agri Animal Nutrition (Rudong) Co., Ltd.
Chuangxin Road, Tonggu Industry Zone,
Sandu Town, Tongge County, Jiangxi Province,
China
AB Agri Pumeixin Tech (Jiangxi) Co. Ltd.
No. 889 West Yan An Road, Changning District,
Shanghai, 200050, China
AB Enzymes Trading (Shanghai) Co., Ltd
ABNA Management (Shanghai) Co., Ltd.
ABNA Trading (Shanghai) Co., Ltd
Associated British Foods Holdings (China) Co., Ltd
British Sugar Consulting Services (Shanghai) Co Ltd
Suite 1908, Fosun International Center, No. 237
Chaoyangbei Road, Beijing, Chaoyang District, China
AB Mauri (Beijing) Food Sales and
Marketing Company Limited
Xinsha Industrial Zone, Machong Town,
Dongguan, Guangdong Province, China
AB Mauri Food (Dongguan) Co., Ltd.
1151 Siping Road, Yangpu District, Shanghai
200092, China
AB Mauri Foods (Shanghai) Company Limited
South Ge XinDaDao, West WuZiGou, Wuhan,
DongXHu District 430040, China
AB Tip Top (Wuhan) Baking Co Ltd
Building T3-4, No. 5001, Huadong Road,
Pudong New Area, Shanghai 201201, China
ABF Twinings Beverages (Shanghai) Limited
868 Yongpu Road, Pujiang Town,
Minhang District, Shanghai 201112, China
ABNA (Shanghai) Feed Co., Ltd.
14 Juhai Road, Jinghai Development Zone,
Tianjin, China
ABNA (Tianjin) Feed Co, Ltd
Shu Shan Modern Industrial Zone of Shou
County, Huainan City, Anhui Province, China
ABNA Feed (Anhui) Co., Ltd.
145 Xincheng Road, Tengao Economic
Development Zone, Anshan, Liaoning 114225,
China
Subsidiary undertakings
ABNA Feed (Liaoning) Co., Ltd.
17 Xiangyang Street, Tu Township,
Chayouqianqui, Inner Mongolia, China
Botian Sugar (Chayou Qianqi) Co., Ltd.
No. 1 Botian Road, Economic Development
Zone, Zhangjiakou City, Hebei Province, China
Botian Sugar Industry (Zhangbei) Co., Ltd.
No. 368 Changjiang Road, Nangang District,
Haibin, Hieilongjiang Province, China
Botian Sugar Industry Co., Ltd.
1 Industrial North Street, Zhangjiakou, Zhangbei
County, Hebei, China
Hebei Mauri Food Co., Ltd.
Meishan Industrial Estate, Huangge Town,
Nansha District, Guangzhou City, Guangdong
Province, China
Meishan Mauri Yeast Co., Ltd. (in liquidation)
Panyu Mauri Food Co., Ltd.
8 Lancun Road, Economic and Technical
Development Zone, Minhang, Shanghai 200245,
China
Shanghai AB Food & Beverages Co., Ltd
Jie Liang Zi,Huo Cheug, Yi Li, Xinjiang, China
Xinjiang Mauri Food Co., Ltd.
No. 68-1, Shuanglong Road, Fushan District,
Yantai City, Shandong Province, China
Yantai Mauri Yeast Co., Ltd.
Colombia
Cra 35# 34A-64, Palmira, Valle, Colombia
Fleischmann Foods S.A.
Czech Republic
Nádražní 523, Czech Republic
Bodit Tachov s.r.o.
Denmark
Skjernvej 42,Trøstrup, 6920 Videbæk, Denmark
Agro Korn A/S
Ecuador
Av. Medardo Angel Silva, s/n y Panama Duran,
Ecuador
AB Calsa S.A.
Finland
Tykkimäentie 15b (PO Box 26), Rajamäki,
FI-05200, Finland
AB Enzymes Oy
Enzymes Leasing Finland Oy
France
40/42, avenue Georges Pompidou, 69003,
à Lyon, France
AB Mauri France SAS
5 Boulevard de l'Oise, Immeuble Le Rond Point,
95015 Cergy Pontoise, Cédex, France
Foods International S.A.S.
52 rue de la Victoire, TMF Pole, 75009,
Paris, France
Primark France SAS
Chemin du Vallon du maire, 13240,
Septemes les Vallons, France
SPI Pharma SAS
Germany
Feldbergstrasse 78, 64293, Darmstadt, Germany
ABF Enzymes GmbH
Wandsbeker Zollstrasse 59,22041,
Hamburg, Germany
ABF Deutschland Holdings GmbH
Ohly GmbH
Ohly Grundbesitz GmbH
Associated British Foods plcAnnual Report and Accounts 2017
153
153
% effective holding
if not 100%
76%
52%
70%
73%
90%
28. Group entities continued
Subsidiary undertakings
Rheinische Presshefe- und Spritwerke GmbH
Kennedyplatz 2, 45127, Essen, Germany
Primark Mode Ltd. & Co. KG
Primark Property GmbH
Marie-Kahle-Allee 2, D-53113, Bonn, Germany
Westmill Foods Europe GmbH
Guernsey
Maison Trinity, Trinity Square,
St. Peter Port, GY1 1AT, Guernsey
Talisman Guernsey Limited
Hong Kong
7/F DCH Building, 20 Kai Cheung Road,
Kowloon Bay, Kowloon, Hong Kong
Associated British Foods Asia Pacific
Holdings Limited
India
#218 & #219, Bommasandra – Jigani Link Road,
Anekal Taluk, Bangalore, 560105, India
AB Mauri India (Private) Limited
First Floor, Regent Sunny Side, 80 Ft Road,
8th Block, Koramangala Bengaluru, Karnataka,
560030, India
SPI Specialties Pharma Private Limited
8, Acharya Jagadish Chandra Bose Road,
Kolkata, 700017, India
Twinings Private Limited
Indonesia
Wisma GKBI Lt.39, Suite 3901, No.28 Jl. Jend,
Sudirman, Jakarta , Indonesia
PT AB Food & Beverages Indonesia
Ireland
47 Mary Street, Dublin 1, Ireland
Abdale Finance Limited
Primark Holdings
Primark Pension Trustees Limited
Proofex Products Company Unlimited Company
Vistavet (Ireland) Limited
Yeast Products Company Unlimited Company
Arthur Ryan House, 22-24 Parnell Street,
Dublin 1, Ireland
Primark Limited
Italy
Via Milano 42, 27045, Casteggio, (Pavia), Italy
AB Mauri Italy S.p.A.
ABF Italy Holdings S.r.l.
Primark Italy S.r.l.
Japan
2-5-1 Atago, Minato-ku, Tokyo, Japan
Twinings Japan Co Ltd
Jersey
CTV House, La Pouquelaye, St Helier,
JE2 3TP, Jersey
Bonuit Investments Limited
44 Esplanade, St Helier, JE4 9WG, Jersey
Parkstone (Jersey) Limited (in liquidation)
Luxembourg
16, Avenue Pasteur, Luxembourg,
L-2310, Luxembourg
AB Foods Luxembourg S.à r.l. (in liquidation)
9 Allee Scheffer, Luxembourg, L2520,
Luxembourg
ABF European Holdings & Co SNC
Malawi
Illovo House, Churchill Road, Limbe, Malawi
Dwangwa Sugar Corporation Limited
% effective holding
if not 100%
50%
76%
Subsidiary undertakings
Illovo Sugar (Malawi) plc
Malawi Sugar Limited
Malaysia
No 118, Jalan Pudu, 1st Floor,
55100 Kuala Lumpur, Malaysia
AB Mauri Malaysia Sdn. Bhd.
Malta
57 St. Christopher Street, Valletta,
VLT1462, Malta
Relax Limited
Mauritius
10th Floor, Standard Chartered Tower,
19 Cybercity, Ebene, Mauritius
Illovo Group Financing Services Limited
Illovo Group Holdings Limited
Illovo Group Marketing Services Limited
Kilombero Holdings Limited
Sucoma Holdings Limited
Mexico
Paseo de la Reforma No 2620, Edificio Reforma
Plus, piso 8, 803, 804 y 803, Col. Lomas Atlas,
DF 11950, Mexico
AB CALSA S.A. de C.V.
AB CALSA SERVICIOS, S. DE R.L. DE C.V.
Av. Prolongacion Paseo de la Reforma No. 1015,
Torre "A", piso 14 Col., Santa Fe, D.F., 01376,
Mexico
ACH Foods Mexico, S. de R.L. de C.V.
Yucatan No.11 (2-B) Col. , Roma 06700, D.F.,
Mexico
Servicios Alimentos Capullo, S. de R.L. de C.V.
Mozambique
KM75 EN1, Maçiana, Distrito de Manhiça,
Provincia de Maputo, Mozambique
Maragra Açucar, S.A.
Netherlands
Mijlweg 77, 3316 BE, Dordrecht, Netherlands
AB Mauri Netherlands B.V.
Luna ArenA, Herikerbergweg 238, 1101 CM,
Amsterdam Zuidoost, Netherlands
AB Mauri Netherlands European Holdings B.V.
Foods International Holding B.V.
Primark Fashion B.V.
Primark Netherlands B.V.
Primark Stil B.V.
7122 JS Aalten, Dinxperlosestraatweg 122,
Netherlands
Germains Seed Technology B.V.
Brieltjenspolder 16, 4921 PJ Made, Netherlands
Mauri Technology B.V.
Dalsteindreef 141, Diemen, 1112XJ, Netherlands
Westmill Foods Europe B.V.
New Zealand
73-105 Great South Road, Otahuhu, Auckland,
New Zealand
Allied Foods (NZ) Ltd
Building 3, Level 2, 666 Great South Road,
Ellerslie, Auckland 1051, New Zealand
Anzchem NZ Limited
Level 1, 95 Manakau Road, Newmarket,
Auckland, New Zealand
George Weston Foods (NZ) Limited
1 Simsey Place, Hamilton, New Zealand
New Zealand Food Industries Limited
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
154 NOTES FORMING PART OF THE FINANCIAL STATEMENTS
154
for the 52 weeks ended 16 September 2017
28. Group entities continued
Subsidiary undertakings
Nigeria
23 Oba Akinjobi Street, GRA, Ikeja, Lagos,
Nigeria
Twinings Ovaltine Nigeria Limited
Pakistan
21KM Ferozepur Road, 2k KM Hadyara Drain,
Lahore, Pakistan
AB Mauri Pakistan (PRIVATE) Limited
Peru
Av. Argentina No. 1227, Callao, Peru
CALSA de Peru S.A.C.
Philippines
86 E Rodriguez Jr. Ave., Ugong Norte, QC,1604,
Pasig City, Metro Manila, Philippines
AB Food & Beverages Philippines, Inc.
1201-1202 Prime Land Building, Market Street,
Madrigal Business Park, Ayala Alabang,
Muntinlupa,1770, Philippines
AB Mauri Philippines, Inc.
Poland
Przemysłowa 2, 67-100 Nowa Sól, Lubuskie,
Poland
AB Foods Polska Spólka z ograniczona
odpowiedzialnoscia (AB Foods Polska SP.
z o.o.)
ul. Rabowicka 29/31, 62-020, Swarzędz – Jasin,
Poland
R. Twining and Company Sp. z o. o.
Portugal
Avenida Salvador Allende, n.º 99, Lisboa Oeiras,
Julião da Barra, Paço de Arcos e Caxias,
2770-157, Paco de Arcos, Portugal
AB Mauri Portugal, S.A.
Praça Marquês de Pombal, 1-8°, 1250 – 160
Lisbon, Portugal
Lojas Primark Portugal – Exploracao, Gestao e
Administracao de Espacos Comerciais S.A.
Puerto Rico
CT Corporation Systems, Inc.,
361 San Francisco St., San Juan,
Puerto Rico 00901
ACH Food Companies of Puerto Rico, Inc.
Singapore
80 Robinson Road, #02-00, 068898 Singapore
AB Mauri Investments (Asia) Pte Ltd
112 Robinson Road, #05-01, 068902 Singapore
AB Vista Asia Pte. Limited
South Africa
1 Nokwe Avenue, Ridgeside, Umhlanga Rocks,
Kwazulu Natal, 4320, South Africa
Carabello Trading and Investments 20 Limited
CGS Investments (Pty) Limited
East African Supply (Pty) Limited
Glendale Sugar Limited
Illovo Distributors (Pty) Limited
Illovo Sugar (South Africa) Proprietary Limited
Illovo Sugar Africa Proprietary Limited
Illprop (Pty) Limited
Lacsa (Pty) Limited
Noodsberg Sugar Company Limited
Reynolds Brothers Limited
S.A. Sugar Distributors (Pty) Limited
Smithchem (Pty) Limited
Umzimkulu Sugar Company Limited
% effective holding
if not 100%
60%
99%
96%
70%
% effective holding
if not 100%
88%
67%
60%
60%
60%
60%
80%
55%
Subsidiary undertakings
Spain
Avenida de Manoteras 46 bis,
Edificio Delta Norte, 28050, Madrid, Spain
AB Azucarera Iberia, S.L. Sociedad Unipersonal
AB Mauri Food, S.A
AB Mauri Spain, S.L.U.
AB Vista Iberia, S.L.
ABF Overseas Limited, Sucursal en España
Nueva Comercial Azucarera, S.A. (in liquidation)
Levadura 5, Villarrubia 14710, Cordoba, Spain
ABF Colón Park, S.L.U.
C/ Escultor Coomonte Bl. 2, Entreplanta,
Benavente, Zamora, Spain
Agroteo S.A.
Calle Comunidad do Murcia, Parcela LIE-1-03,
Plataforma Logistica de Fraga, 22520, Huesca,
Spain
Alternative Swine Nutrition, S.L.
Avienda Virgen de Montserrat, 44 Castelloli,
08719, Barcelona, Spain
Germains Seed Technology, S.A.
Plaza Pablo Ruiz Picasso S/N, Torre Picasso,
Planta 37, Madrid, Spain
Illovo Sugar Espana, S.L.
Gran Via, 32 5o 28013, Madrid, Spain
Primark Tiendas, S.L.U.
Sri Lanka
124 Templers Road, Mount Lavinia, Sri Lanka
AB Mauri Lanka (Private) Limited
Swaziland
Ubombo Sugar Limited, Old Main Road,
Big Bend, Swaziland
Bar Circle Ranch Limited
Illovo Swaziland Limited
Moyeni Ranch Limited
Ubombo Sugar Limited
Switzerland
Fabrikstrasse 10, CH-3176, Neuenegg,
Switzerland
Wander AG
Taiwan
5F, No. 217, Sec 3, Nanking E Rd, Taipei City,
104, Taiwan (R.O.C.)
AB Food and Beverages Taiwan, Inc.
Tanzania
C/o Kilombero Sugar Company, Msolwa Mill
Office, Kidatu, Kilombero District, Tanzania
Illovo Distillers (Tanzania) Limited
Illovo Tanzania Limited
Kilombero Sugar Company Limited
Thailand
11th Floor, 2535 Sukhumvit Road, Kwaeng
Bangchak, Khet Prakhanong, Bangkok, 10260,
Thailand
AB Food & Beverages (Thailand) Ltd.
ABF Holdings (Thailand) Ltd.
1 Empire Tower, 24th Floor, Unit 2412-2413,
South Sathorn Road, Yannawa, Sathorn,
Bangkok, 10120, Thailand
AB World Foods Asia Ltd
229/110 Moo 1, Teparak Road,
T. Bangsaothong, A. Bangsaothong,
Samutprakarn, 10540, Thailand
Jasol Asia Pacific Limited
Associated British Foods plcAnnual Report and Accounts 2017
% effective holding
if not 100%
28. Group entities continued
Subsidiary undertakings
Turkey
Aksakal Mahallesi, Kavakpinari, Kume Evleri
No. 5, Bandirma- Balikesir, 10245, Turkey
Mauri Maya Sanayi A.S.
United Arab Emirates
Office 604ª, Jafza LOB 15, Jebel Ali Freezone,
Dubai, PO BOX 17620, United Arab Emirates
AB Mauri Middle East FZE
United States
CT Corporation System, 818 West Seventh
Street, Suite 930, Los Angeles CA 90017,
United States
AB Mauri Food Inc.
The Corporation Trust Company, Corporation
Trust Center, 1209 Orange Street, Wilmington
DE 19801, United States
AB Vista, Inc.
ABF North America Corp.
ABF North America Holdings, Inc.
Abitec Corporation
ACH Food Companies, Inc.
ACH Jupiter LLC
B.V. ABF Delaware, Inc.
Germains Seed Technology, Inc.
PGP International, Inc.
Primark US Corp.
SPI Pharma, Inc.
SPI Polyols, LLC
Twinings North America, Inc.
155 Federal Street, Suite 700, Boston MA 02110,
United States
Primark GCM LLC
Subsidiary undertakings
Uruguay
Cno. Carlos Antonio Lopez 7547, Montevideo,
Uruguay
Greensted, S.A.
Levadura Uruguaya S.A.
Venezuela
Av. Rio Caura, Torre Humboldt, Piso 16,
Of. 16-12. Urb. Prados del Este, Caracas,
Estado Miranda
Alimentos Fleischmann, C.A.,
Oficinas Once 3 (N° 11-3) y Once 4 (N° 11-4),
Torre Mayupan, Centro Comercial San Luis,
Av.Principal Urbanización San Luis, cruce con
Calle Comercio, Caracas, Bolivarian Republic
of Venezuela
Compañía de Alimentos Latinoamericana
de Venezuela (CALSA) S.A.
Vietnam
Unit 2, 100 Nguyen Thi Minh Khai Street,
Ward 6, District 3, Ho Choi Minh City, Vietnam
AB Agri Vietnam Company Limited
Km 102, Highway 20, La Nga Commune –
Dinh Quan District, Dong Nai Province, Vietnam
AB Mauri Vietnam Limited
Zambia
Nakambala Estates, Plot No. 118a
Lubombo Road, Off Great North Road, Zambia
Illovo Sugar (Zambia) Limited
Nanga Farms PLC
Tukunka Agricultural Limited
Zambia Sugar plc
155
155
% effective holding
if not 100%
66%
66%
76%
76%
Lusaka Stock Exchange (LuSE) regulations require all listed companies in Zambia to have a minimum of 25% of their shares held
by public investors to constitute a free float. As a result, Illovo Sugar was required to reduce its shareholding in Zambia Sugar plc
by 6.6%. Effective 26 September 2014, 5.1% of the shares were sold to local Zambian institutional investors. As agreed with
LuSE, the remaining 1.5% will be held in a separate account in the LuSE Central Securities Depository. While Illovo will waive
its voting rights on these shares, it will still be entitled to receive dividends thereon.
The results and balance sheet of Primark Mode Ltd. & Co. KG are included in these financial statements and these financial
statements will be filed in Germany. As a consequence, Primark Mode Ltd. & Co. KG is exempt from the requirement to file
its own financial statements under section 264b HGB.
Associated British Foods plc has irrevocably guaranteed all commitments entered into by each of the Irish incorporated
subsidiary undertakings listed below, including amounts shown as liabilities in the statutory financial statements of these
companies, in respect of the financial year ended 16 September 2017. As a consequence, these subsidiary undertakings may
qualify for the exemption under section 357 of the Companies Act 2014 (Ireland) from the provisions of sections 347 and 348
of that Act.
Abdale Finance Limited
Primark Limited
Primark Holdings
Primark Pension Trustees Limited
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
156 NOTES FORMING PART OF THE FINANCIAL STATEMENTS
156
for the 52 weeks ended 16 September 2017
28. Group entities continued
Joint ventures
A list of the group’s joint ventures as at 16 September 2017 is given below. All joint ventures are included in the group’s financial
statements using the equity method of accounting.
Joint ventures
United Kingdom
Weston Centre, 10 Grosvenor Street, London,
W1K 4QY
Frontier Agriculture Limited
Boothmans (Agriculture) Limited
Forward Agronomy Limited
G F P (Agriculture) Limited
GH Grain Limited
GH2 Limited
Grain Harvesters Limited
Nomix Enviro Limited
North Wold Agronomy Limited
Phoenix Agronomy Limited
Soyl Limited
The Agronomy Partnership Limited
Fine Lady Bakeries Ltd, Southam Road, Banbury,
Oxfordshire, OX16 2RE
Chiltern Bakeries Limited
Vernon House, 40 New North Road, Huddersfield,
West Yorkshire, HD1 5LS
Proper Nutty Limited
Berth 36, Test Road, Eastern Docks, Southampton,
Hampshire, SO14 3GG
Southampton Grain Terminal Limited
Kingseat, Newmacher, Aberdeenshire,
AB21 0UE, Scotland
Grampian Crop Services Limited
Lothian Crop Specialists Limited
Australia
Level 1, Building A, 11 Talavera Road, North Ryde
NSW 2113, Australia
Fortnum & Masons Pty Limited
Chile
Ave. Balmaceda 3500, Valdivia, Chile
Levaduras Collico S.A.
China
1828 Tiejueshan Road, Huangdao District, Qingdao,
Shandong Province, China
Qingdao Xinghua Cereal Oil and Foodstuff Co., Ltd
% holding
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
44%
40%
25%
50%
50%
33%
50%
25%
Joint ventures
Finland
Tykkimäentie 15b (PO Box 57), Rajamäki,
FIN-05201, Finland
Roal Oy
France
59, Chemin du Moulin, 695701, Carron, Dardilly, France
Synchronis
Germany
Brede 4, 59368, Werne, Germany
UNIFERM GmbH & Co. KG
INA Nahrmittel GmbH
UNIFERM Verwaltungs GmbH
Poland
ul. Wybieg, nr 5, lok 9, miesjsc, KOD 61-315, Poznan,
Poland
Uniferm Polska Sp Z.o.o
South Africa
1 Nokwe Avenue, Ridgeside, Umhlanga Rocks,
Kwazulu Natal 4320, South Africa
Glendale Distilling Company
Spain
C/ Raimundo Fernández, Villaverde 28, Madrid, Spain
Compañía de Melazas, S.A.
United States
C T Corporation System, 2 North Jackson Street, Suite
605, Montgomery AL 36104, United States
SOC Land Acquisition Company, LLC
Supreme Oil Company-South, LLC
The Corporation Trust Company, Corporation Trust
Center, 1209 Orange Street, Wilmington DE 19801,
United States
Stratas Foods LLC
Stratas Receivables I LLC
Supreme Oil Company LLC
Supreme Oil Company IC-DISC, Inc.
Supreme Oil Central, Inc.
% holding
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
Associated British Foods plcAnnual Report and Accounts 2017
157
157
28. Group entities continued
Associates
A list of the group’s associates as at 16 September 2017 is given below. All associates are included in the group’s financial
statements using the equity method of accounting.
Associates
United Kingdom
6th Floor 10 Bloomsbury Way, London, England,
WC1A 2SL
Bakers Basco Limited
Paternoster House, 65 St. Paul's Churchyard,
London, EC4M 8AB
C. Czarnikow Limited
Czarnikow Group Limited
C. Czarnikow Sugar Futures Limited
C. Czarnikow Sugar Limited
Sugarworld Limited
Australia
Lot 12, Flagstaff Road, Murray Bridge SA 5253,
Australia
Murray Bridge Bacon Pty Ltd
Big River Pork Pty Ltd
32 Davis Road, Wetherill Park, Sydney NSW 2164,
Australia
New Food Coatings Pty Ltd
New Quality Ingredients PTY Limited
Level 1, Building A, 11 Talavera Road, North Ryde,
NSW 2113, Australia
Witwood Food Products Pty Limited
Brazil
Rua Fidêncio Ramos, 308, cj64, Torre A, Vila Olímpia,
São Paulo, SP, Brasil, Cep 04551-010
Czarnikow Brasil Ltda
China
Room 17A01, 232 Zhong Shan 6th Road, Guangzhou,
China, 510180
% holding
20%
43%
43%
43%
43%
43%
20%
20%
50%
50%
50%
43%
C. Czarnikow Sugar (Guangzhou) Company Limited
43%
India
House No. 1-8-373/A, Chiran Fort Lane, Begumpet,
Hyderabad, 500003, India
C. Czarnikow Sugar (India) Private Limited
Indonesia
Komplex Puri Mutiara Blok A21-22, JL. Griya Utama,
Sunter Agung, Jakarta, 14350, Indonesia
PT Indo Fermex
P.T. Jaya Fermex
PT Sama Indah
Israel
3 Golda Meir St. Ness Ziona, 74-036, Israel
Czarnikow Israel Sugar Trading Ltd (Sucarim)
8th Galgalay haplada, Herzlia, Israel
Sucris Limited
43%
49%
49%
49%
43%
21%
Associates
Italy
Piazza Borromeo 14, 20123 Milano, Italia
Czarnikow Italia Srl
Kenya
I & M Bank House, Second Ngong Avenue,
P.O. Box 10517, Nairobi 00100, Kenya
C. Czarnikow Sugar (East Africa) Limited
Mauritius
No 5 President John Kennedy Street, Port Louis,
Mauritius
Sukpak Limited
Mexico
Vía Láctea #18 Ofna. 1002, Col. Jardines de Satélite,
Naucalpan, Edo. de México, Mexico 53120
C. Czarnikow Sugar (Mexico), S.A. de C.V.
Czarnikow Servicios de Personal, S.A. de C.V.
New Zealand
c/o KPMG, 18 Viaduct Harbour Avenue, Maritime
Square, Auckland, New Zealand
New Food Coatings (New Zealand) Ltd
Philippines
Unit A 103 Excellence Avenue, Carmelray
Industrial Park 1, Canlubang, Laguna, Philippines
New Food Coatings (Philippines) Inc.
Singapore
3 Phillip Street, #14-01 Commerce Point, Singapore
048693
C. Czarnikow Sugar Pte. Limited
South Africa
1 Gledhow Mill Road, Gledhow, Kwadukuza, 4450,
South Africa
Gledhow Sugar Company (Pty) Limited
Tanzania
Amani Place, Ohio Street, PO Box 12729,
Dar-es-Salaam, Tanzania
Czarnikow Tanzania Limited
Msolwa Mill Office, Kidatau, Tanzania
Kilombero Sugar Distributors Limited
Thailand
909 Moo 15, Teparak Road, Tambol Bangsaothong,
King Amphur Bangsaothong, Samutprakarn, Thailand
Newly Wed Foods (Trading) Limited
Newly Weds Foods (Thailand) Ltd
United States
1450 Brickell Avenue, Suite 1580, Miami, FL 33131, USA
C. Czarnikow Sugar Inc.
Czarnikow Futures Inc.
% holding
43%
43%
30%
43%
43%
50%
50%
43%
30%
43%
20%
25%
50%
43%
43%
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
158 COMPANY BALANCE SHEET
158
at 16 September 2017
Fixed assets
Intangible assets
Investments in subsidiaries
Current assets
Debtors
– due within one year
– due after one year
Employee benefits assets – due after one year
Deferred tax assets – due after one year
Derivative assets
Cash and cash equivalents
Creditors: amounts falling due within one year
Bank loans and overdrafts – unsecured
Other creditors
Net current assets
Total assets less current liabilities
Creditors: amounts falling due after one year
Bank loans – unsecured
Amounts owed to subsidiaries
Employee benefits liabilities
Deferred tax liabilities
Net assets
Capital and reserves
Issued capital
Capital redemption reserve
Hedging reserve
Profit and loss reserve
Equity shareholders’ funds
Note
1
2
3
3
4
5
6
6
4
5
7
7
7
7
2017
£m
19
676
695
4,166
187
277
–
52
997
5,679
–
(2,898)
(2,898)
2,781
3,476
(557)
(174)
(44)
(33)
(808)
2,668
45
2
(5)
2,626
2,668
2016
£m
20
667
687
4,533
325
–
31
68
273
5,230
(17)
(2,168)
(2,185)
3,045
3,732
(570)
(309)
(138)
–
(1,017)
2,715
45
2
(3)
2,671
2,715
The Company’s loss for the 52 week period ended 16 September 2017 was £73m (53 week period ended 17 September 2016 –
profit of £843m).
The financial statements on pages 158 to 164 were approved by the board of directors on 7 November 2017 and were signed on
its behalf by:
Charles Sinclair
Chairman
John Bason
Director
Associated British Foods plcAnnual Report and Accounts 2017
COMPANY STATEMENT OF CHANGES IN EQUITY
for the 52 weeks ended 16 September 2017
159
159
Balance as at 12 September 2015
Total comprehensive income
Profit for the period recognised in the income statement
Remeasurement of defined benefit schemes
Deferred tax associated with defined benefit schemes
Movement in cash flow hedging position
Other comprehensive income
Total comprehensive income
Transactions with owners
Dividends paid to equity shareholders
Net movement in own shares held
Deferred tax associated with share-based payments
Current tax associated with share-based payments
Total transactions with owners
Balance as at 17 September 2016
Total comprehensive income
Loss for the period recognised in the income statement
Remeasurement of defined benefit schemes
Deferred tax associated with defined benefit schemes
Movement in cash flow hedging position
Other comprehensive income
Total comprehensive income
Transactions with owners
Dividends paid to equity shareholders
Net movement in own shares held
Deferred tax associated with share-based payments
Total transactions with owners
Balance as at 16 September 2017
Share
capital
£m
45
–
–
–
–
–
–
–
–
–
–
–
45
–
–
–
–
–
–
–
–
–
–
45
Capital
redemption
reserve
£m
Hedging
reserve
£m
Profit
and loss
reserve
£m
Total
£m
2
–
–
–
–
–
–
–
–
–
–
–
2
–
–
–
–
–
–
–
–
–
–
2
(2)
–
–
–
(1)
(1)
(1)
–
–
–
–
–
(3)
–
–
–
(2)
(2)
(2)
–
–
–
–
(5)
2,295
2,340
843
(223)
42
–
(181)
662
(279)
(12)
(2)
7
(286)
2,671
(73)
384
(66)
–
318
245
(299)
11
(2)
(290)
2,626
843
(223)
42
(1)
(182)
661
(279)
(12)
(2)
7
(286)
2,715
(73)
384
(66)
(2)
316
243
(299)
11
(2)
(290)
2,668
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
160 ACCOUNTING POLICIES
160
for the 52 weeks ended 16 September 2017
Basis of preparation
The financial statements are presented in sterling, rounded to the nearest million. They are prepared under the historical cost basis,
except that derivative financial instruments are stated at their fair value, and in accordance with Financial Reporting Standard 101
Reduced Disclosure Framework (FRS 101) and the Companies Act 2006.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation
to share-based payments, financial instruments, capital management, presentation of comparative information in respect of certain
assets, presentation of a cash flow statement, standards not yet effective, impairment of assets and certain related party
transactions. Where required, equivalent disclosures are given in the consolidated financial statements.
As permitted by section 408(4) of the Companies Act 2006, a separate income statement and statement of comprehensive
income for the Company has not been included in these financial statements. The principal accounting policies adopted are
described below. They have all been applied consistently to all years presented.
Intangible assets
Intangible assets comprise goodwill arising on business combinations and operating intangibles. Goodwill is defined under
‘Business combinations’ on page 112 of the consolidated financial statements. The Companies Act 2006 requires goodwill to be
amortised on a systematic basis over its useful economic life. Under FRS 101 goodwill is not amortised, but is instead reviewed
for impairment on an annual basis or whenever there are indicators of impairment. The Company is therefore invoking a ‘true and
fair view override’ to overcome the requirement to amortise goodwill in the Companies Act 2006. Had the Company amortised
goodwill, a period of three years would have been chosen as its useful life from the date of transition. The loss for the year
would have been £4m higher had goodwill been amortised in the year.
Intangible assets other than goodwill are stated at cost less accumulated amortisation and impairment charges. Amortisation is
charged to the income statement on a straight-line basis over the estimated useful economic lives of intangible assets from the
date they are available for use. The estimated useful lives are generally deemed to be no longer than five years.
Investments in subsidiaries
Investments in subsidiaries are stated at cost less any provision for impairment.
Financial assets and liabilities
Financial assets and financial liabilities, except for derivatives, are measured initially at fair value, plus directly attributable transaction
costs, and thereafter at amortised cost.
Derivatives
Derivatives are used to manage the Company’s economic exposure to financial risks. The principal instruments used are foreign
exchange contracts and swaps. Derivatives are recognised in the balance sheet at fair value based on market prices or rates, or
calculated using either discounted cash flow or option pricing models. Changes in the value of derivatives are recognised in the
income statement unless they qualify for hedge accounting when recognition of any change in fair value depends on the nature
of the item being hedged.
Pensions and other post-employment benefits
The Company operates one defined contribution and two defined benefit pension schemes. The Company is the principal
employer of the Associated British Foods Pension Scheme, which is a funded final salary scheme that is closed to new members,
as well as a small unfunded final salary scheme. For the defined benefit plans, the amount charged in the income statement is the
cost of benefits accruing to employees over the year, plus any benefit improvements granted to members by the Company during
the year. It also includes net interest expense or income calculated by applying the liability discount rate to the net pension asset
or liability. The difference between market value of assets and present value of liabilities is disclosed as an asset or liability in the
balance sheet. Any related deferred tax (to the extent recoverable) is disclosed separately in the balance sheet. Remeasurements
are recognised immediately in other comprehensive income. Surpluses are recognised only to the extent that they are recoverable.
Contributions payable by the group in respect of defined contribution plans are charged to operating profit as incurred.
Associated British Foods plcAnnual Report and Accounts 2017
161
161
Income tax
Income tax on profit or loss for the period comprises current and deferred tax. Income tax is recognised in the income statement
except to the extent that it relates to items taken directly to equity.
Current tax is the tax expected to be payable on taxable income for the year, using tax rates enacted or substantively enacted
during the period, together with any adjustment to tax payable in respect of previous years.
Deferred tax is provided using the balance sheet liability method, using tax rates enacted or substantively enacted at the balance
sheet date, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the
asset can be utilised.
Share-based payments
The fair value of the share awards at grant date is recognised as an employee expense with a corresponding increase in equity, spread
over the period during which the employees become unconditionally entitled to the shares. The amount recognised is adjusted to
reflect expected and actual levels of vesting except where the failure to vest is as a result of not meeting a market condition.
Where the Company grants allocations of shares to employees of its subsidiaries, these are accounted for on the same basis as
allocations to employees of the Company, except that the fair value is recognised as an increase to investment in subsidiaries with
a corresponding increase in equity.
Cash and cash equivalents
Cash and cash equivalents comprise bank and cash balances, call deposits and short-term investments with original maturities of
three months or less.
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
162 NOTES TO THE COMPANY FINANCIAL STATEMENTS
162
for the 52 weeks ended 16 September 2017
1. Intangible assets
Cost
At 17 September 2016 and 16 September 2017
Amortisation
At 17 September 2016
Amortisation
At 16 September 2017
Net book value
At 17 September 2016
At 16 September 2017
2. Investments in subsidiaries
At 17 September 2016
Additions
At 16 September 2017
Goodwill
£m
Operating
intangibles
£m
14
–
–
–
14
14
7
(1)
(1)
(2)
6
5
Total
£m
21
(1)
(1)
(2)
20
19
£m
667
9
676
The additions relate to the allocation of shares under equity-settled share-based payment plans to employees of the Company’s
subsidiaries. There were no provisions for impairment in either year.
3. Debtors
Amounts falling due within one year
Amounts owed by subsidiaries
Other debtors
Corporation tax recoverable
Amounts falling due after one year
Amounts owed by subsidiaries
2017
£m
4,115
10
41
4,166
2016
£m
4,483
18
32
4,533
187
325
The directors consider that the carrying amount of debtors approximates their fair value.
4. Employee entitlements
Reconciliation of changes in assets and liabilities
At beginning of year
Current service cost
Employee contributions
Employer contributions
Benefit payments
Past service cost
Interest income/(expense)
Return on scheme assets less interest income
Actuarial losses arising from changes in financial
assumptions
Actuarial gains arising from changes in demographic
assumptions
Experience gains on scheme liabilities
At end of year
2017
assets
£m
3,639
–
8
25
(183)
–
87
119
2016
assets
£m
2017
liabilities
£m
2016
liabilities
£m
3,343
–
9
27
(136)
–
123
273
(3,777)
(35)
(8)
–
184
–
(91)
–
(3,253)
(33)
(9)
–
136
(1)
(121)
–
–
–
21
(758)
–
–
3,695
–
–
3,639
–
244
(3,462)
257
5
(3,777)
2017
net
£m
(138)
(35)
–
25
1
–
(4)
119
21
–
244
233
2016
net
£m
90
(33)
–
27
–
(1)
2
273
(758)
257
5
(138)
The net pension asset of £233m comprises a funded scheme with a surplus of £277m and an unfunded scheme with a deficit
of £44m.
Further details of the Associated British Foods Pension Scheme are contained in note 11 of the consolidated financial statements.
Associated British Foods plcAnnual Report and Accounts 2017
5. Deferred tax assets and liabilities
At 17 September 2016
Amount charged/(credited) to the income statement
Amount credited to equity
At 16 September 2017
6. Other creditors
Amounts falling due within one year
Other taxation and social security
Accruals and deferred income
Amounts owed to subsidiaries
Amounts falling due after one year
Amounts owed to subsidiaries
Employee
benefits
£m
Share-based
payments
£m
23
3
(66)
(40)
3
2
(2)
3
163
163
Other
£m
5
(1)
–
4
2017
£m
1
65
2,832
2,898
Total
£m
31
4
(68)
(33)
2016
£m
1
65
2,102
2,168
174
309
The directors consider that the carrying amount of creditors approximates their fair value.
7. Capital and reserves
Share capital
At 17 September 2016 and 16 September 2017, the Company’s issued and fully paid share capital comprised 791,674,183 ordinary
shares of 515⁄22p, each carrying one vote per share. Total nominal value was £45m.
Capital redemption reserve
The non-distributable capital redemption reserve arose following redemption of two million £1 deferred shares at par in 2010.
Dividends
Details of dividends paid and proposed are provided in note 6 to the consolidated financial statements.
Share-based payments
Details of the Company’s equity-settled share-based payment plans are provided in note 22 to the consolidated financial
statements.
Hedging reserve
The hedging reserve comprises all changes in the value of derivatives to the extent that they are effective cash flow hedges,
net of amounts recycled from the hedging reserve on occurrence of the hedged transaction or when the hedged transaction
is no longer expected to occur.
8. Contingent liabilities
Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its group,
the Company considers these to be insurance arrangements and accounts for them as such. The guarantee contract is treated
as a contingent liability until such time as it becomes probable that the Company will be required to make a payment under
the guarantee.
The Company had provided £857m of guarantees in the ordinary course of business as at 16 September 2017 (2016 – £709m).
Associated British Foods plcAnnual Report and Accounts 2017Financial statements
164 NOTES TO THE COMPANY FINANCIAL STATEMENTS
164
for the 52 weeks ended 16 September 2017
9. Related parties
The Company has a controlling shareholder relationship with its parent company, Wittington Investments Limited, with the
trustees of the Garfield Weston Foundation and with certain other individuals who hold shares in the Company. Further details of
the controlling shareholder relationship are included in note 28 to the consolidated financial statements. The Company has a related
party relationship with its subsidiaries, associates and joint ventures and directors. In the course of normal operations, related party
transactions entered into by the Company have been contracted on an arm’s length basis.
Material transactions and year end balances with related parties (excluding wholly-owned subsidiaries) were as follows:
Charges to Wittington Investments Limited in respect of services provided by the Company
Dividends paid by the Company and received in a beneficial capacity by:
trustees of the Garfield Weston Foundation and their close family
(i)
(ii) directors of Wittington Investments Limited who are not trustees of the Foundation
and their close family
(iii) directors of the Company who are not trustees of the Foundation and are not directors of
Wittington Investments Limited
(iv) members of the Weston family employed within the Associated British Foods group
Charges to non-wholly owned subsidiaries
Charges to joint ventures
Interest income earned from non-wholly owned subsidiaries
Amounts due from non-wholly owned subsidiaries
Sub note
1
1
1
1
2
2
2
2
2017
£000
992
2016
£000
1,226
10,675
10,012
2,799
2,613
62
2
282
–
123
52,193
54
2
193
3
211
31,335
1. Details of the nature of the relationships with these bodies are set out in note 27 of the consolidated financial statements.
2. Details of the Company’s subsidiaries, joint ventures and associates are set out in note 28 of the consolidated financial statements.
10. Other information
Emoluments of directors
The remuneration of the directors of the Company is shown in the Remuneration report for the group on page 86.
Employees
The Company had an average of 169 employees in 2017 (2016 – 155).
Auditors’ fees
Note 2 to the consolidated financial statements of the group provides details of the remuneration of the Company’s auditors
on a group basis.
Associated British Foods plcAnnual Report and Accounts 2017
PROGRESS REPORT
Saturday nearest to 15 September 2017
Revenue
Adjusted operating profit
Exceptional items
Transaction costs
Amortisation of non-operating intangibles
Profits less losses on disposal of non-current assets
Profits less losses on sale and closure of businesses
Finance income
Finance expense
Other financial (expense)/income
Profit before taxation
Taxation
Profit for the period
Basic and diluted earnings per ordinary share (pence)
Adjusted earnings per share (pence)
Dividends per share (pence)
2013
£m
13,315
1,180
–
–
(92)
–
(128)
13
(100)
(5)
868
(240)
628
74.0
98.1
32.0
2014
£m
12,943
1,163
–
–
(72)
(11)
(2)
15
(73)
–
1,020
(237)
783
96.5
104.1
34.0
2015
£m
12,800
1,082
(98)
–
(55)
8
(172)
8
(61)
(5)
707
(191)
516
66.8
101.5
35.0
2016
£m
13,399
1,118
–
(5)
(21)
11
(14)
6
(56)
3
1,042
(221)
821
103.4
106.2
36.75
2017
£m
15,357
1,363
–
(5)
(28)
6
293
9
(59)
(3)
1,576
(365)
1,211
151.6
127.1
41.0
Figures from 2015 onwards reflect the amendments to IAS 41 Agriculture and IAS 16 Property, Plant and Equipment.
COMPANY DIRECTORY
Associated British Foods plc
Registered office
Weston Centre
10 Grosvenor Street
London W1K 4QY
Company registered in England, number 293262
Company Secretary
Paul Lister
Registrar
Equiniti
Aspect House
Spencer Road
Lancing BN99 6DA
Auditor
Ernst & Young LLP Chartered Accountants
Bankers
Barclays Bank PLC
Lloyds Banking Group plc
The Royal Bank of Scotland plc
Brokers
Credit Suisse Securities (Europe) Limited
One Cabot Square
London E14 4QJ
Barclays Bank PLC
5 North Colonnade
Canary Wharf
London E14 4BB
Timetable
Interim dividend paid
7 July 2017
Final dividend to be paid
12 January 2018
Annual general meeting
8 December 2017
Interim results to be announced
17 April 2018
Website
www.abf.co.uk
This report contains forward-looking statements. These have been made by the directors in good faith based on the information
available to them up to the time of their approval of this report. The directors can give no assurance that these expectations
will prove to have been correct. Due to the inherent uncertainties, including both economic and business risk factors underlying
such forward-looking information, actual results may differ materially from those expressed or implied by these forward-looking
statements. The directors undertake no obligation to update any forward-looking statements whether as a result of new
information, future events or otherwise.
Associated British Foods plc
Weston Centre
10 Grosvenor Street
London
W1K 4QY
Tel + 44 (0) 20 7399 6500
Fax + 44 (0) 20 7399 6580
For an accessible version of
the Annual Report and Accounts
please visit our website
WWW.ABF.CO.UK
A
s
s
o
c
i
a
t
e
d
B
r
i
t
i
s
h
F
o
o
d
s
p
l
c
A
n
n
u
a
l
R
e
p
o
r
t
a
n
d
A
c
c
o
u
n
t
s
2
0
1
7
Design and production
Printed by Park Communications on PEFC® certified paper.
Park is an EMAS certified company and its Environmental Management
System is certified to ISO 14001.
100% of the inks used are vegetable oil based, 95% of press chemicals
are recycled for further use and, on average, 99% of any waste associated
with this product will be recycled.
This document is printed on Inspira, a paper containing 100% virgin
fibre sourced from well-managed, responsible, PEFC® certified forests.
The pulp used in this product is bleached using an elemental chlorine
free (ECF) process.