Associated British Foods
Annual Report 2021

Plain-text annual report

Annual Report 2021 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 2 1 Creating value 2021 GROUP FINANCIAL HIGHLIGHTS INTRODUCTION Group revenue £13.9bn (2020: £13.9bn) Adjusted earnings per share 80.1p (2020: 81.1p) Gross investment £721m (2020: £641m) Adjusted operating profit £1,011m (2020: £1,024m) Dividends per share 26.7p (2020: Nil) Adjusted profit before tax £908m (2020: £914m) Special dividend per share 13.8p Net cash before lease liabilities £1,901m (2020: £1,558m) Net debt including lease liabilities £1,380m (2020: £2,081m) Operating profit Profit before tax £808m (2020: £810m) £725m (2020: £686m) Basic earnings per share 60.5p (2020: 57.6p) CONTENTS Strategic report IFC 2021 Group financial highlights IFC At a glance 1 Introduction 12 Chairman's statement 16 Chief Executive's statement 18 Our business model and strategy 20 Key performance indicators 22 Operating review Grocery 22 Sugar 32 Agriculture 40 Ingredients 46 52 Retail 62 65 72 Responsibility 86 Climate-related Financial Disclosures Financial review Section 172 and our stakeholders (TCFD) Principal risks and uncertainties Viability statement and going concern 88 95 Governance 96 Chairman’s introduction 98 Board of Directors 100 Corporate governance 117 Directors’ Remuneration Report 136 Directors’ Report 139 Statement of directors’ responsibilities 140 Independent Auditor’s Report Financial statements 150 Consolidated income statement 151 Consolidated statement of comprehensive income 152 Consolidated balance sheet 153 Consolidated cash flow statement 154 Consolidated statement of changes in equity 155 Significant accounting policies 161 Accounting estimates and judgements 162 Notes forming part of the financial statements 214 Company financial statements 222 Progress report 223 Glossary 224 Company directory Creating value together Associated British Foods is a highly diversified group, with a wide range of food and ingredient businesses as well as our flagship retail brand, Primark. We are united by our purpose to provide safe, nutritious and affordable food, and clothing that is great value for money. Together, as ABF, we work hard every day to create long-term value for our stakeholders, from our customers, employees and suppliers to our shareholders. In our annual report this year we highlight how we create value across our businesses – innovating, growing, collaborating and investing to ensure we continue to deliver ever more sustainable growth. All photographs in this report complied with the relevant COVID-19 guidelines at the time in the countries in which they were taken. Associated British Foods plc Annual Report 2021 1 AT A GLANCE Our operating businesses Our operating businesses Grocery Sugar Agriculture Ingredients Retail Our grocery brands occupy leading positions in markets across the globe. In the UK, nine out of 10 households use our brands. AB Sugar is one of the largest sugar producers in the world. Illovo is the largest sugar producer in Africa and British Sugar is the sole processor of UK sugar beet. AB Agri is a leading international agri-food business operating across the supply chain, producing and marketing animal feed, nutrition and technology-based products. Revenue £3,593m (2020: £3,528m) Adjusted operating profit £413m (2020: £437m) Revenue £1,650m (2020: £1,594m) Adjusted operating profit £152m (2020: £100m) Revenue £1,537m (2020: £1,395m) Adjusted operating profit £44m (2020: £43m) Our Ingredients businesses are leaders in yeast and bakery ingredients and supply specialty ingredients to the food, nutrition, feed and pharmaceutical industries. Primark is one of the largest fashion retailers in Europe and the largest clothing, footwear and accessories retailer by volume in the UK. In total, we have 398 stores in 14 countries, including the United States. Revenue £1,508m (2020: £1,503m) Adjusted operating profit £151m (2020: £147m) Revenue £5,593m (2020: £5,895m) Adjusted operating profit £321m (2020: £362m) Our values t c e p i n g everyone’s d i gnity s e R g n i r e v i l e r u o g i r h t i D w A i c n t t e g r i t y i n g w i t h g h Progressing t h r o collabora t i o n u See pages 18 to 19 for more on our values and how we operate. About us About us 53 countries operated in, across Europe, Africa, the Americas, Asia and Australia 128,000 employees 9 out of 10 UK households use our grocery brands One of the largest sugar producers in the world 31 community clinics and hospitals serving communities adjacent to our Illovo Sugar plants in Africa One of the largest fashion retailers in Europe 100% of the UK’s sugar beet crop processed by British Sugar £39m invested in safety risk management, of which 24% was dedicated to COVID-19 safety measures UK’s largest animal feed business 2.8m meals provided through surplus food donations to foodbanks 53% of our total workforce are women One of the leading suppliers of specialty yeast ingredients globally Our brands Our brands One of the largest food manufacturers in the UK 79% of the waste we generated was sent for recycling, recovery or other beneficial use 544,000 people’s lives improved since the launch of Twinings’ Sourced with Care programme >1m people in the Primark supply chain Innovating together Grocery Twinings As interest in health and wellbeing grows among consumers across the globe, we have continued to expand our range of Twinings teas, with innovative new blends and flavours to meet this demand. Retailing as Twinings Superblends in the UK and US, Twinings Live Well in Australia and La Tisanière in France, performance is exceeding our expectations. In the UK, Superblends is growing strongly year-on-year and in the US we expanded our offering with a new range, fortified with vitamins or minerals. In Australia, we are well-placed to become a leading brand for wellbeing drinks and in France we became the leader in the ‘teas and herbs’ category, driven by our organic benefit-led range including herbs such as guarana, turmeric, basil and lemongrass. See pages 22 to 31 for more on Superblends and Grocery performance this year. 2 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 3 Growing together Sugar Illovo Sugar Africa Illovo Sugar Africa delivered an exceptional  performance this year, driven by operational efficiencies and capitalising on strong market growth opportunities across our six countries of operation – Eswatini, Malawi, Mozambique, South Africa, Tanzania and Zambia. Domestic market sales increased by 60,000 tonnes to approximately 1.2 million tonnes in the year. Regional sales were also strong, with a further 245,000 tonnes of sugar delivered to neighbouring countries, building our #AfricanSugar4AfricanMarkets strategy of becoming the supplier of choice in the markets of central and southern Africa. 1.45m tonnes sold in domestic and regional African markets See pages 32 to 39 for more on Illovo and Sugar performance this year. 4 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 5 Collaborating together Agriculture AB Neo In September 2020, AB Agri launched a specialist neonate nutrition business – AB Neo – which focuses on the essential and very particular needs of young farm animals. AB Neo manufactures a range of products for piglets, calves and poultry, helping our customers provide the best start in life for their animals. We currently produce over 200,000 tonnes of animal feed for young animals every year, with manufacturing in Denmark, Poland, Spain and the UK. Our growth strategy is focused on moving into new geographies. 200,000 tonnes of feed for young animals produced this year See pages 40 to 45 for more on AB Neo and Agriculture performance this year. 6 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 7 Investing together Ingredients AB Mauri and ABF Ingredients Our specialty ingredients businesses, AB Mauri and ABF Ingredients, continued to invest this year with the opening of two new state-of-the-art facilities to support their future growth and development. AB Mauri opened a new Global Technology Centre in the Netherlands (pictured right), which provides an international hub for our research and development in bakery and yeast ingredients. It is at the cutting edge of bakery capability and reinforces AB Mauri’s position as a market leader in bakery and yeast ingredients. AB Enzymes, part of ABF Ingredients, opened a pilot plant at the manufacturing site in Rajamäki, Finland. This new plant significantly increases our capability and capacity to validate and optimise a wider range of new concepts before full-scale production. 2 new research and development facilities opened in the year See pages 46 to 51 for more on the research and development centres and Ingredients performance this year. 8 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 9 More sustainable together Retail Primark More sustainable fashion, affordable for all At Primark, we believe that more sustainable fashion should not have to come with a high price tag for people or our planet. We have been on a journey for more than a decade to build a more sustainable business, but we will go further and faster, using our size and scale to make a real difference. That is why this year we have launched the Primark Cares sustainability strategy. Our priorities are to minimise fashion waste, reduce our impact on the planet and improve the lives of the people who make our clothes. See pages 52 to 61 for more on Primark Cares and Retail peformance this year. 10 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 11 CHAIRMAN’S STATEMENT Chairman’s statement The economic effects of the measures taken by governments to restrict the COVID-19 pandemic were evident in the financial results for our last financial year and in the results for this financial year. The Board recognises that a Group of our scale and significance has responsibilities to many stakeholders. I want to say thank you once again to every employee for their hard work and determination in these difficult times. Sales and profit for the Group this financial year were again below pre- COVID levels and this was driven by the results for Primark, where a third of its available trading days were lost as a result of store closures due to the public health measures taken in our major markets. The Primark management and operational teams demonstrated agility in responding to both the fast changing and wide range of trading restrictions applied to our stores over the year. The strength of Primark’s sales after the reopening of all our stores in the spring demonstrated the relevance and appeal of our value-for- money offering. Growth in our food businesses continued this year with a combined increase in revenue of 5% and increase in adjusted operating profit of 10% this financial year, at constant currency. Importantly, during this difficult trading year, we maintained our focus on building for the future. In Grocery, we continued to build our brands with a number of new product introductions and wider international distribution. We made significant progress with the expansion of Twinings in Wellness teas, Ovaltine growth in China, Brazil and Switzerland, the overseas development of Patak’s and Mazzetti and the continuing development of Yumi’s in Australia. In Ingredients, we made major steps to build our development capability and opened new technology development centres for our bakery ingredients and enzyme businesses. Our yeast joint venture with Wilmar International in China became operational this year, progress was made on building a major new yeast facility and we expect strong growth from this business in the future. We invested £721m in our businesses this year. We made good progress with a number of major capital projects: work to recommission the Vivergo bioethanol plant in the UK; a major new animal feed mill in Western Australia; and a number of capacity increases including bakery production in Australia and yeast production in Brazil. In Primark, we continued to increase retail selling space with the opening of 15 new stores and developed our presence in the important US and Central European markets. We made progress in the development and implementation of new inventory management and point of sale systems across the store estate. The expansion of our state-of-the art warehouse in Roosendaal in the Netherlands was completed. This year we have extensively engaged with our investors on the key ESG factors for the Group and our strategy and governance in relation to these. We provided an in-depth review of Primark’s processes to provide assurance of its supplier practices and of Primark’s sustainability strategy, Primark Cares, designed to reduce its impact on the environment and to improve the lives of people in its supply chain. A new customer campaign was launched in September to highlight Primark’s commitment to make more sustainable fashion affordable for all. The March and September presentations are available on our website. A further briefing is due to be held in early 2022 and will focus on the environmental factors that are most material for the Group. Our Responsibility and ESG Our Company was founded with a conviction that acting responsibly and with integrity is the only way to build and manage a business over the long term. The belief that companies do well when they act well is deeply ingrained in all of us, from the Board and the leadership team, across all our businesses and at all levels of our workforce. We have a clear sense of our social purpose. We exist to provide safe, nutritious and affordable food and to provide quality, affordable clothing to hundreds of millions of customers worldwide. We have a strong belief in our duty to respect the dignity of everyone who works for us, both within our workforce and in our supply chains. We have a firm commitment to operating under the highest standards of corporate citizenship, acting as a good and supportive neighbour to the communities around us while recognising our wider obligations to society as a whole. Our 2021 Responsibility Update details the actions we continue to take to invest in our people, support society, strengthen supply chains and respect our environment. To see how we make a difference, please download this update, at www.abf.co.uk/responsibility. Results Revenue for the Group of £13.9bn was in line with last year at actual exchange rates and was 1% ahead at constant currency. All our food businesses delivered growth and in aggregate sales were 5% ahead of last year at constant currency. Primark sales in both years were impacted by trading restrictions and store closures as a result of government measures taken to contain the spread of COVID-19. The periods of closure were longer this year compared to the last financial year and sales declined by 5% at constant currency as a result. Adjusted operating profit this year of £1,011m was broadly in line with last financial year. For the full year the strengthening of sterling against our major currencies has led to a translation loss of some £36m. The adjusted operating profit for Grocery, Sugar, Agriculture and Ingredients combined increased by a strong 10% at constant currency. Primark operating profit margin improved this year with an adjusted operating profit of £415m, before repayment of job retention scheme monies of £94m, which compared to £362m last financial year. 12 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 13 CHAIRMAN’S STATEMENT continued The charge for net finance expense and other financial income declined to £103m following the repayment of £25m of the private placement debt and there were no RCF interest charges since the facility was not drawn down this year. This was another year where a lower proportion of the Group’s profit was generated in the UK and Ireland because of the lower Primark profitability and the Group’s adjusted effective tax rate was therefore again elevated, at 28.1%, a small decrease from 28.8% last year. The Group’s net cash before lease liabilities of £1.9bn this year compared to £1.6bn at the same time last year even after another year in which the pandemic adversely impacted Primark’s trading. This outturn reflects the strong cash generating capability of the Group and good working capital management. The statutory operating profit for the year at £808m was broadly in line with last year. It is stated after a net exceptional non-cash charge of £151m this year which mainly comprises impairments of £141m in property, plant and equipment at our Spanish Sugar business, Azucarera, and other Sugar businesses, and was marginally lower than the £156m net exceptional charge last year. Basic earnings per share were 60.5p, an increase from the reported 57.6p last year. Board We welcomed Dame Heather Rabbatts as a non-executive director of the Company with effect from 1 March 2021. Heather brings a wealth of experience having held a number of executive and non-executive roles across local government, infrastructure, media and sports. She was the first woman to join the board of the Football Association. She continues to work in film and sports and is a non-executive director of Kier Group plc. Dividends The Board decided not to pay any dividends relating to the 2020 financial year. This was due to the uncertainty of cash flow for the Group as a result of the economic impact of COVID-19 on our businesses, especially driven by the unknown duration and extent of Primark store closures. The scale of this uncertainty was demonstrated by the cash outflow of some £800m experienced in the period March to May 2020. Uncertainty was particularly acute in April and November 2020 when the Board considered the payment of an interim and then a final dividend for the 2020 financial year. Although uncertainty remained at the 2021 half year, it was substantially lower as a result of the extensive roll-out of vaccinations, and so the Board decided to declare an interim dividend. The dividend of 6.2p per share was based on the proforma adjusted earnings per share in the first half of 18.5p which was net of a £79.4m charge for the job retention scheme repayments in respect of that period. All our stores are now open, and are mostly free of trading restrictions, and the food businesses are trading well. The uncertainty around future cash flows is considerably lower than a year ago although the possibility of further trading restrictions cannot be ruled out. Our net cash before lease liabilities was £1.9bn at the year end. The Board is proposing a final dividend of 20.5p per share which together with the interim dividend of 6.2p per share makes a total of 26.7p per share for the year, which is three times covered by the adjusted earnings per share of 80.1p for the year, in line with previous practice. The Board intends to continue to have regard to a cover of three times for regular dividends in the ordinary course. The Board is pleased by the recovery in trading across the Group’s activities and the highly effective management of cash and reduction in financial leverage. As a sign of our confidence, the Board is also declaring a special dividend of 13.8p per share, to be paid as a second interim dividend at the same time as the payment of the final dividend. We determined the amount of this special dividend such that, taken with the final dividend proposed for the 2021 financial year, the aggregate equates to the final dividend of 34.3p per share paid in respect of the 2019 financial year which was our highest ever final dividend and was based on the Group’s pre-COVID profitability. Total dividends for the year are 40.5p per share. The payment date for the 2021 final dividend and second interim dividend will be 14 January 2022 to shareholders on the register on 17 December 2021. A strong capital base The Board’s treasury policies are in place to maintain a strong capital base and manage the Group’s balance sheet and liquidity to ensure long-term financial stability. These policies are the basis for investor, creditor and market confidence and enable the successful development of the business. The financial leverage policy is that, in the ordinary course of business, the Board prefers to see the Group’s ratio of net debt including lease liabilities:Adjusted EBITDA to be well under 1.5 times at each half year and year end reporting date. In exceptional circumstances, the Board will be prepared to see leverage above that level for a short period of time. At the end of this financial year, the financial leverage ratio was 0.7 times. The Group also holds substantial net cash balances which ensure that it has sufficient liquidity to meet unforeseen requirements and at this financial year end net cash balances, before lease liabilities, amounted to £1.9bn. We are seeing significant cost increases in energy, logistics and commodities in addition to the impact of widely reported port congestion and road freight limitations. Our businesses are working to offset the impact of these through cost savings. Where necessary, our food businesses will also implement price increases. With the recovery in Primark’s profitability, we expect the Group’s effective tax rate to fall next year to a level closer to pre-COVID rates. We will continue to invest in building the capacity and capabilities of all our businesses. We expect the improvement in Group profitability to deliver another year of strong cash generation. Taking these factors into account, we expect significant progress, at both the half and full year, in adjusted operating profit and adjusted earnings per share for the Group. Michael McLintock Chairman The events of the last two years have clearly demonstrated the importance of having sufficient financial resources and the credit strength to meet the operational challenges faced by our businesses, and in particular Primark. We are pleased that S&P Global announced that they had assigned to the Group an ‘A’ grade long-term issuer credit rating, with a stable outlook, which reflects the strength of each of the Group’s businesses, their diversity and ABF’s strong credit metrics underpinned by a conservative financial policy. Capital allocation policy Our priority is always to invest in our businesses, both organically and by acquisition, at an appropriate pace and wherever attractive returns on capital can be generated. We see considerable opportunities to do this, both over the short and the medium term, and across all our businesses. Nevertheless, the ability to invest our capital is inevitably subject to the timing of opportunities and practical limits as to the amount that can be invested within a given timeframe. As a result, the Board may from time to time conclude that it has surplus cash and capital. In making this assessment, the Board will be mindful that financial leverage consistently below 1.0 times and substantial net cash balances at both half and full year ends may indicate such a surplus position. Surplus capital may be returned to shareholders by special dividend or share buy-backs. It is not possible to anticipate every possible set of circumstances and this policy must be subject to the Board’s discretion. Currently, uncertainty remains over the possible reintroduction of trading restrictions related to COVID-19 and the decision to declare a special dividend at the indicated level is made with this in mind. Thank you to our employees At the end of another challenging year I am proud of how our people have continued to respond to the many challenges presented by COVID-19, whilst at the same time taking action and seizing opportunities for our future. The strength of our culture shone through and our operating model of devolved decision making to each business and market enabled us to respond very quickly and appropriately to local challenges. The responses this year were again a testament to the dedication, skills and ingenuity of our people. I will never be able to thank all of them enough for their extraordinary efforts during this time. Outlook The lower Group profit in the last two financial years compared to the 2019 financial year was driven by the extensive closure of Primark stores. All of our stores are now open and are mostly free of trading restrictions. There has been an extensive roll-out of vaccinations against COVID-19 in all of the markets where Primark operates and customers have returned to our stores in large numbers. Absent the reimposition of significant restrictions, we expect Primark trading to continue to improve and for sales to increase by at least the estimated £2bn of sales lost due to store closures last financial year. Primark will continue to expand its selling space next year, with the most stores being added in two of our key markets, Italy and Spain. The expected significant increase in sales should lead to a sharp improvement in Primark’s adjusted operating margin, recovering to above 10%. Primark is not immune to the challenges of supply chain, raw material cost and labour rate inflation. However, we currently expect the impact of these to be broadly mitigated by the transaction currency gain arising from the weaker US dollar, improved store labour efficiency and lower operating costs. 14 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 15 CHIEF EXECUTIVE’S STATEMENT Chief Executive’s statement We have the people and the cash resources to seize the opportunities ahead and look to the future with confidence. I am proud of how we responded to the many challenges presented by COVID-19 this year. All of our people demonstrated care, good judgement and immense hard work. Our financial performance this year more than ever demonstrates the resilience of the Group. This comes from the strength of our brands, the diversity of our products and markets, our geographic spread, conservative financing and an organisation design that permits fast and flexible decision-taking. Group revenue was in line with last year at £13.9bn at constant currency, with the reduction compared to pre-pandemic levels driven by the loss of sales for the periods in which Primark’s stores were closed. Adjusted operating profit of £1,011m was broadly in line with last year, which was also impacted by lost sales during the closures of Primark stores. Our food businesses delivered another strong performance this year and throughout the pandemic we have provided safe, nutritious food under the most extraordinary conditions, proving the value and resilience of our supply chains. The adjusted operating profit of Grocery, Sugar, Agriculture and Ingredients combined increased by 10%, building on an increase of 26% last year, at constant currency. Sugar delivered another year of very strong improvement with profit margin reaching 9.2% and a 75% increase in adjusted operating profit at constant currency. Our focus in this business has been to deliver an acceptable shareholder return on capital over the cycle and return on average capital employed reached 10.2% this year. The profit improvement was underpinned by significant savings from our ongoing cost improvement and efficiency programmes. Notably, after a disappointing performance last year, Illovo recovered strongly, benefiting from higher sales as a consequence of our long-term drive to develop African domestic and regional volumes. Grocery revenues were 3% ahead of last year at constant currency. This was achieved despite a small decline in some retail volumes this year compared to the elevated levels seen last year. Twinings Ovaltine delivered strong sales growth, supported by increased marketing investment and driven by Ovaltine growth in emerging markets and a programme of new product development in existing markets. The international development of a number of our brands, notably Patak’s and Mazzetti, continued. The adjusted operating profit for Grocery declined marginally, mainly due to weaker corn oil margins at ACH. The development of our brands over the medium term is demonstrated by an increase in adjusted operating profit of 12% over the pre-COVID levels of 2019, following a very strong profit increase of 15% last year, at constant currency. AB Agri performed well with progress in both revenue and adjusted operating profit. Growth was notable in China, our UK feed business AB Connect and in AB Neo, which specialises in feed for animals in the early stages of life, driven by higher volumes and commodity prices. Ingredients’ sales were 4% ahead, and adjusted operating profit was 8% ahead of last year at constant currency driven by strong trading at AB Mauri. Primark As we look back on two years of disruption to Primark trading caused by the COVID-19 pandemic, our confidence in the Primark business model is unaltered. There is no doubt that Primark, with its reliance on a highly efficient store retail model, has been seen to be vulnerable to the pandemic. The closure of its stores for long periods and restrictions on trading inevitably led to significant loss of sales and profit. We believe that Primark’s proposition of providing customers with a wide selection of products at great value prices is highly sustainable. The low-cost retailing model is driven by structural advantages: purchasing quantities on a large scale leads to efficient production; a broad supplier base with long-term relationships; very low distribution costs throughout the supply chain from supplier to store; and high store sales densities. These characteristics provide Primark with a differentiated business model with real competitive advantage. Primark is a compelling brand proposition. It offers customers a wide selection of products, from everyday essentials to the latest trends, for all age groups and at prices everyone can afford, ranged across attractive up-to-date stores. There is strong supporting evidence that, for a substantial share of customers, the in-store shopping experience will have enduring appeal. Primark is uniquely placed on the High Street to take advantage of this as it continually evolves its store design and in-store services and expands into new product ranges attracting existing and new customers to the business. At the time of writing, all our stores have reopened and are trading with only limited restrictions in some countries. There has been an extensive roll-out of vaccinations against COVID-19 in all the markets where Primark operates, and customers have returned to our stores in large numbers. A post-pandemic equilibrium has not yet been reached. However, like-for-like sales, compared to pre-COVID levels, are steadily improving as customers’ appetite to return to shopping and city centres increases and, over the medium term, as foreign and domestic tourism recovers. Next year, we expect Primark to increase sales significantly along with a sharp improvement in adjusted operating margin, recovering to above 10%, absent the reimposition of further restrictions on store trading. We see opportunities to reduce costs further, with lower operating costs from reduced lease costs and the harnessing of technology in our warehouses and stores. Additionally, Primark is investing to upgrade its digital presence and online visibility and is on track to launch a redesigned customer facing website in the UK in the first quarter of 2022. In September, Primark launched a wide-reaching new sustainability strategy aiming to position the business as a pioneer for making more sustainable fashion affordable for all, engaging a new generation of customers. We believe this strategy can be implemented without any significant movements in the Primark profit margin over the longer term. Primark sees further growth potential in all of its existing markets, and in some new markets besides. In particular, it will accelerate the expansion of its selling space in the major markets of the US, France, Italy and Iberia, building on its established brand recognition, proven track record of successful store openings and strengthening relationships with key landlords. George Weston Chief Executive 16 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 17 OUR BUSINESS MODEL AND STRATEGY Creating value together Our way of operating – entrepreneurial but also financially prudent and focused on the long term – has achieved growth over many years and creates long-term value for our shareholders and other stakeholders alike. Our Group strategy and devolved operating model… …applied across our five business segments… …creates long-term value for all our stakeholders. Role of the centre R e t a il Gro c e r y oration b lla o c r o f k r o w e m a r F D i s I n g r e d i e n t s c i p li n e C o n t i n u o u s o v Agricult u r e d capital allocation ersight and support by G r o u p E x M a Customers Employees Investors and shareholders Suppliers Communities Governments S t r a t e g i c e n g a g e m e n t t n e r a g u S t e rial risk assessm n d the Board e a ti v u c e Long-term view Organic and acquisition growth Devolved operating model Entrepreneurial flair Capital discipline Prudent balance sheet management Commitment to ethical conduct Sustainable business practice For business segment strategies please see: Grocery: page 24 Sugar: page 34 Agriculture: page 42 Ingredients: page 48 Retail: page 54 Associated British Foods is a highly diversified group with a wide range of food and ingredients businesses, more than 40 well-known grocery brands, and our flagship retail brand, Primark. We have a strong social purpose: to provide safe, nutritious and affordable food, and clothing that is great value for money. We are a global organisation with 128,000 employees, operations in 53 countries, suppliers in many more, and customers in more than 100 countries. More than half of our senior leaders are non-UK citizens, representing 23 different nationalities between them. Devolved operating model We operate a devolved operating model across our five business segments of Grocery, Sugar, Agriculture, Ingredients and Retail and believe the best way to create enduring value involves setting objectives from the bottom up rather than the top down. We make operational decisions locally, because in our experience they are most successful when made and owned by the people with the best understanding of their customers and markets. This accountability is highly motivating for our strong local management teams, encouraging an entrepreneurial approach that drives innovative business thinking. The Group, or corporate centre, provides a framework for sharing of ideas and best practice. The Group is in constant dialogue with the people who run our businesses, giving our corporate leaders a detailed understanding of their material opportunities and risks and enabling us to collaborate when making material decisions. Because the centre is small and uses short lines of communication, we can also ensure prompt and unambiguous decision-making. The chart to the left shows how our business model works, from the discussion and scrutiny of each business by the Group leadership team to oversight by the Board through our structured governance framework. Creating long-term value We take a long-term view to create long-term value for our shareholders, business partners, employees and the communities in which we operate. Our strategy is to achieve sustainable growth over the long term and the Group balance sheet is managed to ensure long-term financial stability, regardless of the state of the capital markets. We are committed to increasing shareholder value through sound commercial and responsible business decisions that deliver steady growth in earnings and dividends. Our ownership structure provides us with the stability to invest in businesses that we believe in and to support the growth of those businesses over the long term. Our growth has been mostly organic, achieved through investment in marketing, development of existing and new products and technologies, and through targeted capital expenditure to improve efficiency and expand capacity. Acquisitions are carefully targeted to complement existing business activities and exploit opportunities in adjacent markets or geographies. Our long-established, disciplined approach to capital investment underpins our growth. We manage our balance sheet to provide the headroom necessary to fund long-term investment and we make funding available to all our businesses, providing the returns on their investment proposals meet or exceed a set of clearly defined criteria. We believe that this approach, coupled with a rigorous commitment to ethical conduct and sustainable business practice, is the best way to create enduring value for all our stakeholders. Our unique ownership structure The Group’s majority shareholder is Wittington Investments Limited, a privately owned company which in turn is majority owned by the Garfield Weston Foundation. The Foundation is one of the UK’s leading grant-making charitable institutions and is mainly funded by the dividends from Associated British Foods. The returns we generate therefore matter not only for shareholders, they also provide essential funding for many charities. In the last financial year to 5 April 2021, the Foundation donated around £98m to some 2,000 charities across the UK and in the 63 years since the Foundation was created it has disbursed more than £1bn in grants. Our people, culture and values We understand the value of good people, strong and accountable teams, the power of brands, the need for continuous investment and the need to maintain strong and enduring relationships with customers and suppliers. Across all our businesses, we live and breathe our values through the work we do every day, from investing in the health and safety of our colleagues, to promoting diversity and respecting human rights. Our values are: respecting everyone’s dignity; acting with integrity; progressing through collaboration; and delivering with rigour. We pride ourselves on being a first-class employer, working actively to develop our people and create opportunities for progression. As a result, our employees tend to stay with us for a long time, building exciting careers that help them fulfil their goals at work, at home and in the community. We believe that most people are inherently good and that with encouragement, engagement and support they will do the right thing in the right way. Our high standards of integrity enable us to drive a strong culture, recognising that acting responsibly is the only way to build and manage a business over the long term. 18 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 19 KEY PERFORMANCE INDICATORS How we track progress We use key performance indicators (KPIs) to measure our progress in delivering the successful implementation of our strategy and to monitor our performance We have defined and explained our alternative performance measures in note 30. Each business develops KPIs relevant to its operations. These are monitored regularly. In the case of adjusted operating profit and return on capital employed, we use them as metrics to incentivise our management teams. Financial Non-financial Adjusted operating profit (£m) Group revenue (£bn) Gross investment (£m) Number of employees Workforce gender balance (%) Reportable injury rate (%) , , 1 1 4 4 0 0 4 4 , , 1 1 4 4 2 2 1 1 , , 1 1 3 3 6 6 3 3 1 1 5 5 4 4 . . 1 1 5 5 6 6 . . 1 1 5 5 8 8 . . 1 1 3 3 9 9 . . 1 1 3 3 9 9 . . 9 9 4 4 5 5 , , 1 1 0 0 2 2 4 4 , , 1 1 0 0 1 1 1 1 , , 1 1 1 1 6 6 5 5 8 8 3 3 7 7 7 7 2 2 1 1 6 6 4 4 1 1 1 1 3 3 7 7 0 0 1 1 4 4 , , 1 1 3 3 8 8 0 0 9 9 7 7 , , 1 1 3 3 2 2 5 5 9 9 0 0 , , 1 1 3 3 3 3 4 4 2 2 5 5 , , 1 1 2 2 7 7 9 9 1 1 2 2 , , 4 4 8 8 5 5 1 1 5 5 2 2 5 5 3 3 5 5 3 3 5 5 2 2 4 4 9 9 4 4 8 8 4 4 7 7 4 4 7 7 . . 0 0 6 6 3 3 . . 0 0 5 5 9 9 . . 0 0 5 5 4 4 W o m e n M e n . . 0 0 3 3 2 2 . . 0 0 2 2 8 8 17 18 19 20 21 17 18 19 20 21 17 18 19 20 21 17 18 19 20 21 17 18 19 20 21 17 18 19 20 21 Adjusted profit and earnings measures provide a consistent indicator of performance year-on-year and are aligned with incentive targets. Revenue is a measure of business growth. Constant currency comparisons are also used to provide greater clarity of performance. A measure of the commitment to the long-term development of the business. Adjusted earnings per share (pence) Dividends per share (pence) Cash generation (£m) 1 1 3 3 4 4 . . 9 9 1 1 3 3 7 7 . . 5 5 1 1 2 2 7 7 . . 1 1 4 4 6 6 . . 3 3 5 5 4 4 5 5 . . 0 0 0 0 4 4 1 1 . . 0 0 0 0 1 1 , , 6 6 4 4 1 1 1 1 , , 5 5 0 0 9 9 1 1 , , 4 4 3 3 0 0 1 1 , , 7 7 5 5 3 3 1 1 , , 4 4 1 1 3 3 8 8 1 1 . . 1 1 8 8 0 0 . . 1 1 2 2 6 6 . . 7 7 0 0 17 18 19 20 21 17 18 19 n i l 20 21 17 18 19 20 21 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. Net cash generated from operating activities is monitored to ensure that profit is converted into cash for future investment and to return to shareholders. Net cash before lease liabilities (£m) Return on capital employed (%) Financial leverage 1 1 , , 9 9 0 0 1 1 , , 1 1 5 5 5 5 8 8 2 2 0 0 . . 5 5 2 2 0 0 . . 1 1 1 1 9 9 . . 3 3 1 1 2 2 . . 1 1 . . 1 1 0 0 7 7 . . 9 9 3 3 6 6 6 6 7 7 3 3 6 6 1 1 4 4 9 9 5 5 . . 9 9 . . 8 8 17 18 19 20 21 17 18 19 20 21 19 20 21 This measure monitors the Group’s liquidity and capital structure and is used to calculate ratios associated with the Group’s banking covenants. This measure monitors the level of return generated by the Group’s investment in its operating assets. It is also a key part of management incentive targets. This measure is only provided since the implementation of IFRS16. This measure monitors the Group’s financial strength to ensure long-term financial stability. The 2019 figure is given on an IFRS 16 pro forma basis. A measure of the scale and growth of the Group. A measure of the gender balance of all employees in the Group 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. Primark selling space (sq ft 000) and number of countries of operation Primark Scope 1, 2, 3 GHG emissions (000 tonnes CO2e) Proportion of units sold being Primark Cares product (%) , , 1 1 6 6 8 8 4 4 2 2 1 1 4 4 , , 1 1 6 6 2 2 4 4 7 7 1 1 3 3 , , 1 1 5 5 6 6 4 4 2 2 1 1 2 2 , , 1 1 3 3 8 8 6 6 2 2 , , 1 1 4 4 8 8 0 0 5 5 1 1 1 1 1 1 1 1 6 6 , , 2 2 4 4 6 6 5 5 , , 1 1 1 1 4 4 4 4 , , 6 6 0 0 6 6 2 2 5 5 . . 2 2 1 1 5 5 . . 9 9 6 6 . . 9 9 17 18 19 20 21 19 20 21 19 20 21 These two measures represent the retail space growth and breadth of Primark’s presence. The amount of greenhouse gases arising from Primark’s Scope 1, 2 and 3 emissions. The Primark Cares range covers products made with recycled fibres or more sustainably sourced materials, (see page 58 for further details). Tonnes of sugar produced (m) . . 3 3 6 6 8 8 1 1 . . 3 3 4 4 1 1 0 0 3 3 . . 4 4 4 4 3 3 3 3 . . 3 3 2 2 8 8 2 2 . . 9 9 6 6 8 8 17 18 19 20 21 A measure of the scale and development of the Group’s sugar operations. 20 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 21 OPERATING REVIEW Grocery Household food brands enjoyed around the world 22 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 23 Our grocery brands occupy leading positions in markets across the globe. In the UK, nine out of 10 households use our brands – a selection of these are pictured here. OPERATING REVIEW | GROCERY Grocery comprises brands which occupy leading positions in markets across the globe. In the UK, nine out of 10 households use our brands. The Silver Spoon Company Silver Spoon and Billington’s are our retail sugar brands in the UK. These are complemented by a range of dessert toppings, syrups and ice-cream cones under the Askeys and Crusha brands. Allied Bakeries Allied Bakeries produces a range of bread and bakery products under the Kingsmill, Sunblest, Allinson’s and Burgen brands. Speedibake provides a range of own-label baked goods for retail and foodservice customers. Tip Top Tip Top is one of the most recognised brands in Australia and New Zealand with an extensive range of bread and baked goods. Don The Don and KR Castlemaine brands produce a variety of bacon, ham and meat products in Australia. Yumi’s Yumi’s is the leading producer of a premium range of hummus, vegetable dips and snacks in the Australian market. ACH Foods, North America ACH Foods markets leading US, Mexican and Canadian cooking and baking branded products. These mainly comprise Mazola cooking oils, Fleischmann’s yeast, Karo corn syrup, and Argo corn starch, as well as Anthony’s Goods, a leading online brand of organic and natural specialty baking ingredients. About Grocery Twinings Ovaltine Twinings Ovaltine has broad geographical reach. Twinings has been blending teas since it was founded in London in 1706 and now sells premium teas and infusions in more than 100 countries. Ovaltine malted beverages and snacks are consumed in countries across the globe. Acetum Acquired in 2017, Acetum is the leading Italian producer of Balsamic Vinegar of Modena PGI. We sell vinegars, condiments and glazes across the globe and Mazzetti is our leading brand. AB World Foods AB World Foods focuses on the creation and development of world flavours and our Patak’s, Blue Dragon and Al’Fez brands are sold internationally. Westmill Foods Westmill Foods serves communities across the UK whose cultural heritage originates from east and south Asia, Africa and the Caribbean. We are a leading supplier of food products to the Indian, Chinese and Thai foodservice sectors with our well-known brands including Lucky Boat noodles, Rajah spices, Habib and Tolly Boy rice and Elephant Atta flour. Jordans Dorset Ryvita Jordans Dorset Ryvita operates in the better-for-you cereal and savoury biscuits categories. Jordans has a heritage of using wholegrain oats in the production of our cereals and cereal bars. Dorset Cereals’ award-winning muesli and granolas are renowned for the high quality of their ingredients. Ryvita has a strong reputation in healthy snacking and is the UK leader in crispbreads. Strategy Each of our grocery businesses pursues a strategy appropriate to their particular market position and stage of development. Twinings Ovaltine, Acetum, Jordans Dorset Ryvita and AB World Foods have had considerable success in extending their reach into new and emerging markets, whilst some are focused on developing brands in their core domestic markets. All of our businesses are committed to the consistent development of our brands and consumer research is conducted locally and internationally to establish consumer needs and ensure appropriately targeted investment. 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. 100 Twinings and Ovaltine products are enjoyed in more than 100 countries 15,000 employees Revenue £3,593m 2020: £3,528m Actual currency: up 2% Constant currency: up 3% Adjusted operating profit £413m 2020: £437m Actual currency: down 5% Constant currency: down 2% Adjusted operating profit margin 11.5% 2020: 12.4% Return on average capital employed 31.4% 2020: 31.3% Operating Review Grocery revenues were 3% ahead of last year at constant currency with particularly strong growth in Twinings Ovaltine more than offsetting expected decline in sales at Allied Bakeries. Adjusted operating profit however declined, primarily driven by weaker corn oil margins at ACH, lower margins at George Weston Foods and a one-off charge of £5m for further restructuring in Allied Bakeries. The improvement in return on average capital employed was mainly driven by lower working capital in our Don meat business in Australia and lower assets employed in Allied Bakeries. Twinings and Ovaltine continued to make strong progress. Ovaltine sales growth was primarily in Thailand, China and Switzerland, and was supported by the continuing success of new product launches in a number of countries. Twinings revenue growth was driven by strong new product launches and good performances in France and North America. Twinings has become the leading tea brand in France. At Allied Bakeries, sales reduced following our decision to exit the supply of bread to the Co-op in April this year. We continued to drive significant cost reductions with savings from a further consolidation of our operations, the most material being delivered in the distribution network. At the end of the year we successfully commenced a partnership to supply premium bakery products to a leading UK multiple retailer. AB World Foods delivered a record sales year and international progress continued to be particularly strong supported by new distribution gains this year in North America. We increased marketing investment in Patak’s and Blue Dragon to levels significantly ahead of pre-COVID. Al’Fez continued to perform strongly with further distribution gains in both UK and international markets. Silver Spoon and Westmill sales were also significantly ahead and maintained the sales uplifts achieved last year. At Acetum, our leading Balsamic Vinegar producer, revenues continued to increase with the Mazzetti brand performing very strongly. We increased the marketing support for this brand, and good commercial performance, with new listings, delivered international growth in the US, the UK, the Netherlands and Germany. As expected adjusted operating profit for ACH declined this year, with margins impacted by the later phasing of price increases following a sharp increase in the cost of corn oil. Substantial price increases were implemented over the year to offset cost pressures while keeping our brand equity relevant for consumers. A further price increase has been announced. Revenue at George Weston Foods in Australia, excluding the benefit of the 53rd week this year, was ahead of last year. Adjusted operating profit was lower, mainly driven by a margin decline in the Don meat business. Despite operating restrictions imposed by regional government arising from COVID-19, the Don factory performed well delivering excellent labour utilisation and meat yields, as well as controlling fixed overhead costs. Although we have seen some recovery in foodservice, we are still experiencing volumes lower than last year. In Tip Top Australia, The One and Abbotts bread brands continued to perform strongly and benefited from a consumer trend to buy trusted brands. Yumi’s delivered strong growth with share gains in its existing products and successful new product launches. 24 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 25 Yumi’s delivered strong growth with share gains in existing products and new product launches. OPERATING REVIEW | GROCERY As interest in health and wellbeing grows across the globe, we have continued to expand our range of Twinings teas to meet this demand. Performance in our key markets of the UK, US, Australia and France is exceeding our expectations. Grocery in action: Twinings – targeting the fast-growing health and wellbeing consumer segment For more than 300 years the Twinings name has been synonymous with the best teas and botanicals the world has to offer. Over those years we have expanded our product range to more than 200 teas from around the world and we continue to evolve to meet consumer needs. As consumers across the globe have become increasingly interested in health and wellbeing, Twinings has developed an innovative range of teas to appeal to these new customers. Our brand is highly trusted and we are recognised globally for our innovative approach to product development. In the UK, market research shows that 80% of adults want to improve their health and wellbeing. The health and wellbeing sector is also growing in other markets around the world. Our plans for the coming years are to significantly expand our share of this market to benefit consumers and our business alike. Indeed, we are already exceeding our own expectations in the UK, US, Australia and France. Superblends: the UK launch We launched our first Superblends range of fortified wellbeing drinks in the UK in 2018 with a unique range of blends containing green teas and botanicals, natural fruit flavours and added vitamins or minerals. Since that time, consumers have responded very well to our range of great-tasting wellbeing products, demonstrated by strong repeat purchase rates. In the last year, Superblends grew strongly through improved distribution across the major supermarkets as well as selling for the first time through two well-known high street health and wellbeing retailers. We also launched our innovative Bioblends range of teas and infusions with adaptogens and probiotic bacteria. We plan to build on this success by accelerating our innovation and marketing plans in 2022. Expanding our wellness position in the US In 2018 we launched a range of wellness teas in the US, focusing on wellbeing attributes that come from the goodness of herbs. Using insights into the US consumer, these teas contained herbs such as turmeric, which supports healthy digestion, and matcha, for energising the body and mind. In summer 2021, we further enhanced our wellbeing offer by launching a Superblends dietary supplement range of teas, fortified with vitamins or minerals, including products aimed at immune support (with Vitamin C), better sleep (melatonin), supporting a healthy heart (Vitamin B1) and energy (Vitamin B6). Selling through major retailers, Superblends is now offered in almost 40% of all major grocery outlets across the country. Early sales have exceeded our expectations and consumer research has already validated Superblends’ positioning as a premium brand in the health and wellbeing sector. In France, we have become the leader in the ‘tea and herbs’ category, thanks to the recent launch of Twinings’ flavoured herbal infusions and our local herbs brand La Tisanière. Pushing the boundaries of tea in Australia In Australia, we have developed a new range to meet the specific wellbeing needs of this market, where the ‘benefit- led’ teas category has grown by more than 25% over the last five years. Launching as ‘Live Well’ in April 2021, with a seven-strong product line-up through Australia’s two biggest grocery chains, we are well-placed to become a leading brand for wellbeing drinks. Supported by a fully integrated, multi- channel communications campaign including screens (TV and online video), social media, digital partnerships with health and wellbeing publications and influencers and outdoor billboards, the launch has been highly successful to date. The Australian consumer has responded very positively to the products and their benefits and we will continue supporting and innovating to extend Twinings Live Well over the coming year, including new and efficacious blends. Becoming the leader in France In France, we have now become the leader in the ‘tea and herbs’ category, thanks to Twinings’ recent launch of flavoured herbal infusions, as well as the strong and sustainable growth of our local herbs brand, La Tisanière. This success is mainly driven by our organic ‘benefit-led’ range, launched in 2018. The key to the organic range success is the delicious and creative blends (with ingredients in the segment such as guarana, turmeric, basil and lemongrass), appealing wellness benefits such as “Brûle-Graisse” (Fat Burner), which has the best performance in the whole organic ‘benefit-led’ segment and a modern, authentic pack design. We plan to further strengthen our positions, launching our new La Tisanière organic range, using ‘super ingredients’ naturally fortified with vitamins or minerals and supporting both Twinings and La Tisanière in the coming years with communication campaigns. 26 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 27 OPERATING REVIEW | GROCERY Mazzetti has shown sustained growth in our key export markets of Germany and the Netherlands and has made inroads in new focus markets including the UK and the US. Grocery in action: Growth in e-commerce underpins strongest year at Anthony’s Goods Our team was able to swiftly respond with a substantial increase in production to meet the increase in demand. The nature of the online grocery market requires a business to be able to respond to the rapidly changing demands of its customers. The entrepreneurial culture at Anthony’s Goods enables us to perform strongly in this market, evidenced by the 30 new products we launched in the year. The combination of accelerated demand and new product launches led the business to record its strongest year for both sales and production. In September 2019, ACH, our US-based grocery business acquired Anthony’s Goods, a fast-growing digital-first company specialising in organic flours, vegan foods, whole-grain snacks and many other natural goods. Many of Anthony’s Goods products are category top-selling items on Amazon in North America and the brand has built a strong consumer following over recent years. In early 2020, before COVID-19 struck in the US, online grocery was growing at approximately 35% year-on-year. This accelerated during the pandemic as more consumers turned to online shopping. Grocery in action: Acetum’s unique history is helping propel growth into the future Acetum, the world’s largest producer of certified Balsamic Vinegar of Modena PGI, was acquired in 2017 as part of our strategy to add premium consumer propositions with growth potential to our Grocery portfolio. Balsamic vinegar has been produced in the Modena region since Roman times, and today it is found in homes and professional kitchens all around the world. Acetum has a particularly rich heritage and a strong reputation for industry-leading quality, creating some of the finest quality of branded and own-label ranges of Balsamic Vinegars and associated condiments. All produced in Modena, these ranges carry the sought-after Protected Geographical Indication (PGI) or Protected Designation of Origin (PDO) status, meaning that they are produced according to recognised, authentic and time-honoured traditions within the Modena region of northern Italy. One of the great attractions of Acetum was the strength of its brand presence and the opportunity for growth in several key export markets, including Germany, the Netherlands and Australia. From the outset we have sought to work with the experienced management team in Acetum to expand this further and develop the company’s branded offering, Mazzetti l’Originale, which proudly bears the name of one of the founders of the business. Through the appointment of new marketing specialists, we have continued to support and further strengthen the Mazzetti brand by making it more distinctive, with a stylish new yellow and black design. We have also increased our investment in marketing communications, with a focus on building brand awareness and inspiring people to try the product through a combination of social media, print and public relations in an eye-catching campaign promoting ‘The Italian Art of Dressing’. Our newly designed range has helped us gain additional listings in premium grocery retailers and on leading e-commerce sites. The brand has shown sustained growth across our key export markets, particularly in Germany and the Netherlands where we are seeing double-digit growth. We have also made inroads into the new focus markets including the UK and the US, where revenues have increased significantly. As we continue to grow our brand presence, we have launched a new e-commerce website in the US us.mazzettioriginale.com that will provide a hub to inspire and educate people about the craft, tradition and versatility of this Italian culinary icon. The site will feature the full Mazzetti l’Originale range including our premium Tradizionale DOP 12- and 25-year aged products and a new ‘gifting’ range of premium Balsamic Vinegar of Modena PGI that we are launching in time for Christmas 2021. The entrepreneurial culture at Anthony’s Goods was demonstrated by the launch of 30 new products in the year. 28 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 29 We issued our Restaurant Survival Guide in five languages to help our customers set up takeaway and delivery services during the pandemic. OPERATING REVIEW | GROCERY Grocery in action: Westmill Foods – supporting customers and communities during the pandemic Our own workforce comprises people of diverse cultural heritages and they play a key role in our connection with the communities we serve. Over the last year, they have come together and actively participated in a range of community-focused events. We distributed more than 370,000 meals to local centres across the country as people struggled to cope with the pandemic. Elephant Atta sponsored Heart UK to raise awareness of healthy eating, including devoting a section of the Heart UK website to south Asian recipes. We worked with Michelin-starred chef Atul Kochhar to create ‘heart healthy’ recipes using Elephant atta chakki flour. Earlier this year we also supported the British Asian Trust’s Oxygen for India Emergency Appeal. Our Rajah and Elephant Atta brand teams hosted online cooking demonstrations to build awareness of the significant challenges faced by the people of India due to COVID-19 and to raise money for the appeal. We have been serving communities across the UK whose cultural heritage originates from east and south Asia, Africa and the Caribbean for more than 30 years. We are a leading supplier of food products to the Indian, Chinese and Thai foodservice sectors with our well-known brands including Lucky Boat noodles, Rajah spices, Habib and Tolly Boy rice and Elephant Atta flour. During the lockdowns our customers who own restaurants had to rapidly shut their doors. Our team at Westmill mobilised to help them adapt their businesses to conform with the UK Government’s COVID-19 guidelines. We created a Restaurant Survival Guide to support them in setting up takeaway and delivery services, which in turn helped many of them to withstand the commercial shocks caused by the pandemic. It was issued in five languages (Bengali, English, Hindi, Mandarin and Urdu) and had an estimated reach of 20,000 restaurants. 30 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 31 OPERATING REVIEW Sugar A world-leading sugar business focused on excellence 32 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 33 In Europe, Azucarera is the largest sugar producer in Iberia. An Azucarera team member is pictured here with a local beet farmer. OPERATING REVIEW | SUGAR AB Sugar is a leading producer of sugar and sugar-derived co-products in Africa, the UK, Spain and north east China. British Sugar is the sole processor of the UK beet sugar crop. 32,000 employees 27 plants worldwide About Sugar We employ 32,000 people and operate 27 plants in 10 countries with the capacity to produce some 4.5 million tonnes of sugar annually. Our products are sold into industry sectors including food and drink, pharmaceutical, industrial, agricultural, power and energy. In Europe, Azucarera is the largest producer in Iberia and British Sugar is the sole processor of the UK beet sugar crop. Illovo Sugar Africa is the biggest sugar processor in Africa and has operations in Eswatini, Malawi, Mozambique, South Africa, Tanzania and Zambia. We also have a beet sugar business in north east China which is cost-competitive with cane sugar 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 changing needs of 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 on 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 AB Sugar and with our stakeholders. Strategy AB Sugar is one of the world’s largest and most diverse sugar producers and has a vision to be the world’s leading sugar business. While 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 our business. Illovo Sugar Africa is the biggest sugar processor in Africa and has operations in Eswatini, Malawi, Mozambique, South Africa, Tanzania and Zambia. Revenue £1,650m 2020: £1,594m Actual currency: up 4% Constant currency: up 8% Adjusted operating profit £152m 2020: £100m Actual currency: up 52% Constant currency: up 75% Adjusted operating profit margin 9.2% 2020: 6.3% Return on average capital employed 10.2% 2020: 6.3% Operating Review AB Sugar delivered another year of strong trading performance with big improvements in adjusted operating profit, profit margin and return on average capital employed. Revenue was 8% ahead of last year at constant currency with higher domestic and regional volumes for Illovo as well as higher prices in Europe and Africa. The commercial performance in Illovo, together with continued savings from our cost improvement and efficiency programmes, resulted in a 75% increase in adjusted operating profit to £152m. The world sugar price continued to rise through the year. European sugar prices also increased with a reduction in stocks following lower EU sugar production in the last two campaigns. Looking ahead, estimates for EU sugar production in next year’s campaign are marginally higher, with a recovery in yields combined with a slight reduction in the planted area, but are still estimated to be broadly in line with EU consumption in the next marketing year. UK sugar production of 0.9 million tonnes this year was well down on the 1.19 million tonnes produced last year, due to adverse weather conditions at the time of planting and the severe impact of virus yellows, a disease transmitted by aphids on sugar beet. Difficult processing conditions and limited beet availability increased costs further during the campaign and were an offset to the higher sales prices achieved. Looking ahead, our production forecast for next year is marginally over 1.0 million tonnes with a reversion to normal yields more than offsetting a reduced planting area. We expect our UK sales to continue to be strong next year although significant cost increases in gas, carbon and logistics are likely to limit an improvement in year-on- year profitability. Work to restart the Vivergo bioethanol plant next calendar year is on track and the recent transition to E10 in blended petrol underpins the strong demand for bioethanol from fuel blenders. In Spain, strong demand and higher prices resulted in a significant increase in revenues. The operating profit margin, however, was impacted by lower volumes from the northern beet crop. Our current view for yield and sugar content from beet sugar and lower margins due to the expected increase in future raw refining volumes, has resulted in a non-cash exceptional charge of €136m in these accounts to write-down the net asset value of this business. Illovo revenues were ahead of last year driven by both strong domestic sales, particularly in Zambia and Malawi, and regional sales. Sugar production was ahead of last year with better production in Tanzania and Mozambique compared to last year but was held back by disruption to the operations in South Africa and Eswatini as a result of civil unrest. The recovery in profit this year is very strong, with adjusted operating profit exceeding that delivered in recent years. This was driven by improved sales, the benefits from restructuring activities last year and further efficiency activities this year. The campaign in China completed with sugar production ahead of last year although poor agronomic conditions held back the yield from a larger planted area. Given the on-going trading challenges in some of our smaller sugar businesses we have reviewed our outlook for these cash-generating units, including the forecast evolution of beet area and yields. As a result, we have made a one-time non-cash adjustment of £21m to the relevant net asset values as an exceptional charge this year. 34 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 35 OPERATING REVIEW | SUGAR We are increasingly serving our customers with sugar in branded packs that are affordable and accessible for consumers in deep rural areas at preferred pack sizes. A store in Malawi is pictured here. Illovo Sugar Africa: Focus on performance delivers exceptional profit growth The exceptional performance this year in Illovo Sugar Africa was driven by two factors: operational efficiencies and strong domestic and regional sales. #AfricanSugar4AfricanMarkets strategy, which is aimed at being the supplier of choice in these markets. We were also able to take action to benefit from higher commodity prices across a number of international markets in which our range of co-products, such as furfural and potable alcohol, are sold. The performance across Illovo Sugar Africa has been delivered in what has been an unsettling time for our people. Since the global pandemic began, our aim has been to help protect our people, their families and the communities in which we operate, from COVID-19 infection. We repurposed our medical infrastructure and services and aligned with governments, NGOs and other organisations to support public education and awareness programmes. More recently, we have launched a Group Vaccination Roll-out Campaign which has seen almost 20,000 employees, dependants, growers and community members vaccinated to date. We plan to continue the campaign in the coming months to reach many more. Through an effective leadership effort from everyone across Illovo Sugar Africa, coupled with the right resources and trust in our local teams, we have delivered for our customers and driven our revenues and operating profit to levels significantly ahead of last year. Operational efficiencies were achieved through the ongoing implementation of cost and performance improvement plans. The significant improvement in sugar recovery at our Sezela plant in South Africa is a very good example of this, with further process standardisation and automation. This best practice is now being adopted across Illovo Sugar Africa, raising overall operational efficiency. We also increased revenues through strong domestic and regional growth. Over recent years we have been building our commercial capability in each of our markets. We are increasingly serving our customers with sugar in branded packs that are affordable and accessible for consumers in deep rural areas at preferred pack sizes. Domestic market sales increased by 60,000 tonnes to 1.2 million tonnes, as we were able to meet increased demand caused by supply shortages due to the pandemic. Local sales in Malawi and Zambia were exceptionally strong. Despite the logistical challenges we experienced in bulk sugar exports over this period, regional sales were also strong, with a further 245,000 tonnes of sugar delivered to neighbouring countries, building our A selection of our branded brown sugar, sold in Zambia in packet sizes of 195g, 330g and 1kg. 36 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 37 OPERATING REVIEW | SUGAR We have introduced digital tools to automate a number of time- intensive processes to improve efficiency and reduce costs. Sugar in action: Going digital to transform operations in Azucarera Azucarera, our sugar business in Spain, has continually developed and implemented innovative ways to simplify and automate processes, reduce costs and improve efficiencies. We have achieved this across the supply chain, from field to factory, to customer deliveries. In the field, we have significantly increased the use of mobile applications to integrate the activities of our growers and agricultural teams, allowing both parties to prioritise and focus on how best to use their time, including when managing crop growth plans. The field satellite images and real-time data we now have enable us to make immediate decisions in partnership with our growers. These include the ability to make informed decisions about the required quantity and location for fertiliser application. The ability to monitor water levels and climatic conditions also informs our irrigation decisions and allows us to make transport arrangements without having to visit the fields. The ability to respond to varying crop sizes and changing customer demand is also crucial across our factories in both the north and south of Spain. To support this and our leaner factory teams, we have introduced tools to automate various time-intensive processes, such as managing shift changes, maintenance planning and storage and warehousing controls. For example, digitised maintenance planning has delivered benefits such as the ability to create alerts on areas that need immediate attention or require investigation. This has led to us halving our maintenance costs in the past six years, with no impact on the high reliability levels in our factories. Managing maintenance in this manner allows our engineers to focus on projects that can improve our sustainability performance, particularly energy efficiency and decarbonisation. The wide range of sugar products and co-products leaving our factories makes the way we work with our logistics suppliers a key factor in our ability to deliver quality products on time. Together with our suppliers, we are using technology to automatically map routes that match our customers’ demand-planning requirements. This also gives our customers all vehicle and order data automatically. The tools we have introduced for our commercial teams and customers help position us as a supplier of choice. These include a central Customer Relationship Management (CRM) tool, which stores customer data, interactions and market analysis as well as all online contracting and documentation information. This has further enhanced our data analysis capability, improving our insight and ability to serve our customers. As we operate across multiple factory sites and office locations, we have streamlined processes to reduce the time people spend on administrative tasks. We now have two new mobile applications, one of which covers processes like travel requests and approvals, timesheet submissions, absence and holiday reporting. The other covers invoice management, managing factory KPIs, monitoring various parts of the factories and approving customer orders. In the past five years, digitisation has enabled us to reduce 40% of administrative tasks. Our approach to digitisation is improving operational efficiency and allowing our people to focus on the work that drives most value for the business. It underlines the importance of team effort and a culture which embraces continual change, with people and technology working hand in hand. Sugar in action: Making more from less at British Sugar At British Sugar, we are constantly exploring ways to optimise our factory operations at every point of the sugar-making process. In 2020, the UK sugar beet crop faced significant challenges. Aphids spread the virus yellows disease to sugar beet and this, combined with extreme weather, resulted in well below-average crop yields and a big reduction in our sugar production. We developed an ambitious plan to minimise the impact of this through a fundamental process change in the sugar-making process at our factory at Wissington in Norfolk, UK, aimed at increasing sugar production. The plan involved the introduction of a further boiling stage for the sugar juice extracted from the sugar beet which, combined with modifications to our on-site chromatography plant, resulted in increased operational efficiency and the ability to extract an additional 25,000 tonnes of sugar from the crop. From concept through design, build, commissioning and operational success took less than nine months and our targeted production volumes were achieved within the first five weeks of operation. The project’s success relied on quick decisions, engineering excellence and a customer-led approach from the teams. The investment not only drove increased production of white sugar by using the sugar molasses we produce from sugar beet differently, it also increased the amount of betaine we produced for other markets. Jeff Nan (pictured below right), who joined our Chemical Engineering Graduate Scheme in 2018, was integral to the success of this project, bringing his process engineering experience to deliver against a challenging timeline. The benefits were seen almost immediately. We will continue to invest in our engineering ingenuity to drive our efficiency and use as much of our raw material as possible. Doing more with less is at the heart of our circular economy approach, as we strive to maximise value and minimise waste. We extracted an additional 25,000 tonnes of sugar from this year’s crop through operational efficiencies. 38 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 39 OPERATING REVIEW Agriculture Products for the agri-food industry 40 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 41 AB Agri is a major investor in innovation of specialty feed ingredients, providing highly specialised advice around procurement and formulation. Pictured here is a colleague at one of our Premier Nutrition manufacturing facilities. AB Agri is a leading international agri- food business operating across the supply chain, producing and marketing animal feed, nutrition and technology- based products. Our core capabilities include: • creating nutrition and technology- based products – as a major investor in innovation of specialty feed ingredients, we provide highly specialised advice around procurement and formulation for livestock, aqua, equine and pet foods. We develop pioneering feed ingredients including additive products, high-quality, bespoke vitamin and mineral pre-mixes, starter feeds and micro-ingredients developed using world-class excellence to solve challenges. These include commercial alternatives to soya, improving animal protein efficiency and extracting valuable nutrients from co-products; • making animal feed – AB Agri is one of the UK’s largest marketers of co- products from the food and drink industries and is a major international manufacturer and supplier of pig, poultry and dairy feeds with 29 production sites in the UK, continental Europe and China; and • offering data services for the agri-food industry – with 20 years of expertise, our data and technology platforms deliver targeted insights that create continuous improvement for agricultural supply chains. We work exclusively with major food processors, retailers and directly with farmers, enabling them to: – increase productivity and yields sustainably; – improve animal health and husbandry; and – develop quality assurance and corporate responsibility programmes. Strategy We are focused on inspiring excellence in the way the agricultural industry produces food for people and animals, pioneering ways to build a more responsible food chain. Global population growth means higher demand for food, including meat and dairy and there is a growing need to feed more animals. Doing this in ways that reduce environmental pressures is important for us all. We have an exciting opportunity to help our customers achieve this and we have clear ambitions: • responsibility in everything we do – creating value from reducing waste, investing in ways of producing proteins more sustainably, improving the gut health of animals and being smart in the way we use technology, innovating constantly and, through our people, driving valuable farm management insight for our customers; • growing internationally – rolling out our AB Agri business platform into other countries, expanding our sphere of influence and becoming a leading player in more countries, increasing our profit from outside of the UK; and • inspiring and empowering our people – ensuring we have a culture in which we all thrive. We want AB Agri to be a consistently great place to work, across every business and team. OPERATING REVIEW | AGRICULTURE About AB Agri With an expert understanding of agriculture and animal nutrition, our philosophy is to improve feed production, so that nutritious and affordable food is produced safely and responsibly. Across the agricultural supply chain, our products, data insight and technological innovation enable our customers to produce and process high-yielding, safe and nutritious food in a responsible way, using fewer chemicals and antibiotics, safeguarding natural resources and creating less waste and lower emissions. Employing over 3,000 people around the world, we sell products into 85 countries and continue to grow our global operations. 85 Sales in 85 countries 3,000 employees Operating Review Trading at AB Agri was strongly ahead of last year with revenue and adjusted operating profit increases of 11% and 7% respectively at constant currency. The revenue growth was delivered by higher commodity prices and an increase in feed volumes. Growth was notable in China, our UK feed business AB Connect and in AB Neo, which specialises in feed for animals in the early stages of life. China delivered a much-improved trading performance and benefited from a recovery from the effects of African Swine Fever. We developed feed sales for other species and supported our margins with good procurement. The regionalisation of the nutrition technical team and increased technical talent has supported the launch of new products. Adjusted operating profit at Frontier was ahead with a much-improved result from grain trading as a result of increased commodity price volatility driven by reduced UK wheat availability, Brexit uncertainty and tightening global supply and demand. AB Neo was also ahead driven by the performance in Spain due to increased demand for starter feed and additives, as well as favourable buying gains. Sales and adjusted operating profit at AB Vista, our international feed enzymes business, were broadly in line with last year. Sales in Asia Pacific and the Americas were ahead and offset a decline in EMEA as lockdowns affected meat consumption and consequently feed production. Our UK pig and poultry animal feed business has announced its intention to build a state-of-the-art animal feed mill in the east of England. This substantial investment will provide much needed capacity and will also ensure consistent quality. Revenue £1,537m 2020: £1,395m Actual currency: up 10% Constant currency: up 11% Adjusted operating profit £44m 2020: £43m Actual currency: up 2% Constant currency: up 7% Adjusted operating profit margin 2.9% 2020: 3.1% Return on average capital employed 10.6% 2020: 10.5% AB Agri is a major international manufacturer and supplier of pig, poultry and dairy feeds, with 29 production sites in the UK, continental Europe and China. Sampling at one of our UK sites is pictured here. 42 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 43 OPERATING REVIEW | AGRICULTURE Agriculture in action: AB Agri launches animal neonate specialist business AB Neo We produced over 200,000 tonnes of animal feed in the year and our growth strategy is focused on moving into new geographies. Our aim is to become a leading business in piglet nutrition in our home territories and elsewhere in Europe while expanding our non-piglet businesses and calf nutrition across newer markets including the US, Brazil and China. With environmental and animal welfare considerations top of mind, AB Neo is building an innovation farm in Spain, which will be the largest dedicated piglet research centre in Europe. The farm will incorporate a cloud-based environmental and production control system, using smart ‘insight’ feeders and electronic tagging to record data to monitor the health and wellbeing of more than 50,000 piglets a year. It will improve our insights into pre-weaning nutrition needs, helping us create better solutions in early-life animal husbandry. We will also continue to work with farmers and customers to improve how we source ingredients sustainably and produce healthy, safe and environmentally responsible animal protein. In September 2020, AB Agri launched a specialist neonate nutrition business – AB Neo – which focuses on the essential and very particular needs of young farm animals. Neonate nutrition is a critically important area of animal husbandry. The lifetime health of an animal is heavily dependent on how well it is cared for and fed during its first few weeks. AB Neo manufactures a range of products for piglets, calves and poultry, helping our customers – mainly medium-sized to large farmers – provide the best start in life for their animals. This in turn helps the animals to be healthy and productive. To achieve this, we brought together three of our existing businesses – Agilia, ASN and Primary Diets – with four sites in Denmark, Poland, Spain and the UK, to create a single, unified centre of excellence. This brought together highly entrepreneurial businesses and more than 35 technical experts. AB Neo has significant capability in: • high-quality nutrition solutions, with a primary focus on milk replacers, specialist ingredients, early feeds and additives; • research, development and innovation; • production, including supply chain management and quality assurance; and • sales and marketing. The lifetime health of an animal is heavily dependent on how well the animal is cared for and fed during its first few weeks. 44 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 45 OPERATING REVIEW Ingredients Yeast, bakery and specialty ingredients supplied globally 46 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 47 AB Enzymes’ pilot plant in Finland (pictured) significantly increases our capability and capacity to validate and optimise new concepts before full-scale production. OPERATING REVIEW | INGREDIENTS About Ingredients AB Mauri AB Mauri has a global presence in bakers’ yeast with significant market positions in the Americas, Europe and Asia. We are a technology leader in bakery ingredients, supplying bread improvers, dough conditioners and bakery mixes to industrial and craft bakers across the globe. The business employs experts who have extensive knowledge and understanding of the functionality of yeast and bakery ingredients and of the raw materials and processes to produce them. In addition to bakers’ yeast, AB Mauri supplies specialty yeast products to a wide range of other markets. AB Biotek is dedicated to providing yeast, associated technologies and fermentation capability to the alcoholic beverages, bioethanol, animal nutrition and human nutrition and health markets. Our health market proposition was strengthened this year by the acquisition of a small biomedical company specialising in medical nutrition. Our Ingredients businesses are leaders in yeast and bakery ingredients and supply specialty ingredients to the food, nutrition, feed and pharmaceutical industries. ABF Ingredients Strategy ABF Ingredients is a global leader in specialty ingredients, offering innovative, differentiated and value-added products to the food, nutrition, animal feed, pharmaceutical and industrial sectors. Our ingredients are an essential part of products that are equally likely to be found in the kitchen and medicine cabinet as in production units and research laboratories. We serve customers in more than 50 countries from production facilities in Europe, the Americas and India. ABF Ingredients comprises five businesses which operate worldwide with distinct identities: • AB Enzymes is an industrial biotech business specialising in enzymes. Applications include bakery and other food and beverage segments, animal feed, technical and detergent markets; • ABITEC supplies specialty lipids and surfactants for the pharmaceutical, nutritional and specialty chemical industries; • Ohly produces a range of yeast extracts and culinary powders specially developed to enhance the taste of customer food recipes; • PGP International produces specialty flours and extruded ingredients for use in a wide range of nutritional products such as energy bars; and • SPI Pharma supplies antacids, pharmaceutical excipients and drug delivery solutions for the pharmaceutical industry. Our Ingredients businesses are dedicated to addressing the key requirements of our customers and end-use markets to ensure a relevant supply of quality ingredients, systems, products and technology that creates value. We develop partnership relationships with customers to achieve a genuine understanding of their products, formulations, raw materials, equipment and processes, and the market and regulatory environment in which their products are sold. Our businesses strive to provide outstanding quality products and service, supported by a high level of investment in technology, innovation and expert teams. Each business focuses on differentiating across the full range of potential sources of competitive advantage: innovative ingredients with unique functionalities; sustainable, efficient and proprietary production processes; and compelling value-add customer propositions. 63 production plants for AB Mauri and ABF Ingredients 7,000 employees Significant inflationary pressures emerged across many areas of our cost base during the final months of the year, and these are anticipated to continue in the new financial year. Price increases will be implemented to preserve margins. ABF Ingredients businesses delivered revenue and profit growth despite the challenges of COVID-19 and the supply chain. A recovery of customer demand for our products was particularly noticeable in the last quarter. Our enzymes business delivered a record year in its bakery, food and textiles platforms driven by strong growth outside Europe, where we continued to enhance our local application and commercial capabilities. Innovative new products and operational efficiencies will be facilitated by the new state-of-the-art pilot plant which was commissioned during the year. We maintained share in the animal feed enzyme market despite competitive pricing pressures. ABITEC grew its sales in the pharmaceutical and nutritional lipids markets. Our yeast extracts business delivered a record year in sales and profit driven by increased sales to the fast- growing market for meat analogues, new product introductions in human and animal nutrition and demand recovery in the US foodservice industry. Our antacids and pharmaceutical excipients business, SPI Pharma, also delivered good growth fuelled by price and volumes, global momentum in antacids and the promising initial success of a new excipient product line for oral dosage forms. Operating Review Ingredients sales were 4% ahead of last year and strong trading by AB Mauri delivered an increase in adjusted operating profit of 8%, all at constant currency. The results of AB Mauri in Argentina continue to be reported under IAS 29 Financial Reporting in Hyperinflationary Economies, which reduced operating profit by £7m (2020 - £5m). The sales growth in AB Mauri was led by our operations in Latin America, with Brazil benefiting from a recovery in the craft channel and new non-dairy creamer product launches. Argentina delivered good growth despite difficult ongoing economic conditions. Strong growth was also achieved in the South and South East Asia region, supported by the implementation of a strong technical service and route-to-market model. The easing of COVID-19 restrictions in the EMEA region allowed product development activities to resume and sales increased as a result. The Italian business has now completed a new, centralised bakery ingredients centre that will consolidate and enhance our competitiveness and innovation in production and product development. Last year, the demand for retail yeast and bakery ingredients generally remained elevated compared to pre-COVID levels. However, some declines to pre-COVID volumes were noted in countries as pandemic restrictions have been lifted. During the year, we opened our new Global Technology Centre in the Netherlands. This provides an upgraded international hub for the research and development of bakery solutions, as well as accommodating a pilot plant, laboratories and training facilities. Revenue £1,508m 2020: £1,503m Actual currency: in line Constant currency: up 4% Adjusted operating profit £151m 2020: £147m Actual currency: up 3% Constant currency: up 8% Adjusted operating profit margin 10.0% 2020: 9.8% Return on average capital employed 16.9% 2020: 16.7% AB Mauri’s new Global Technology Centre in the Netherlands (pictured right) includes a test bakery where we can trial new technology on a small scale before scaling up to full industrial production. 48 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 49 The new state-of-the-art facility in Rajamäki, Finland (pictured), is a key part of AB Enzymes’ growth strategy which will see us expand into new markets and attract new customers. OPERATING REVIEW | INGREDIENTS Ingredients in action: Investment in research and development to support growth In the past year we have made further investment into our capability for innovation in AB Mauri and AB Enzymes, to support product development, applications support, closer customer relationships and to drive growth across our markets. New AB Mauri Global Technology Centre We opened our Global Technology Centre in March 2021, which will provide an international hub for research and development for bakery ingredients in AB Mauri. The purpose-built facility in Etten-Leur in the Netherlands is at the cutting edge of bakery capability. The facility comprises a suite of laboratories where pioneering research takes place in areas such as fermentation and microbiology and a test bakery where we can trial new technology on a small scale before scaling up to full industrial production. This enables us to replicate customer processes and requirements in our research and development. There is also a sensory team who test the taste and quality of the products under development. Our 50 food scientists, who represent 18 nationalities, work in collaboration with customers from around the world to bring innovations to local markets. This investment reinforces AB Mauri’s position as a technology-led business and market leader in bakery and yeast ingredients. New pilot plant for AB Enzymes The new pilot plant in Rajamäki, Finland, was opened in early 2021 by our joint venture, Roal. It provides a bridge between research and development and full-scale production on this site. The expert teams at AB Enzymes, who develop new solutions for customers, can now test, validate and optimise a wider range of new concepts much faster and with greater predictability than was possible previously. The facility will improve our capabilities in fermentation, enzyme separation, purification and formulation, in particular utilising ultrafiltration, crystallisation and granulation. With this enhanced, state-of-the-art innovation capability, we can develop more, new and improved enzyme solutions for our customers. Other benefits include eradicating bottlenecks in our product development process with a significant increase in our capacity to work on optimising the production parameters to upscale production from laboratory, to pilot, to full plant scale together with increased downstream processing capabilities. Investments in automation and remote monitoring enable better process control and parallel processing. The new capabilities further strengthen our ability to meet increasingly stringent regulations and requirements in the production and use of enzymes. Maximising the usage of the new pilot plant is a key part of AB Enzymes’ growth strategy which will see us expand into new markets and attract new customers as we develop our product portfolio. 50 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 51 OPERATING REVIEW Retail Amazing fashion, amazing prices 52 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 53 We opened 15 new stores in this financial year, including our 80,000 sq ft flagship store in Rotterdam Forum, the Netherlands (pictured here). OPERATING REVIEW | RETAIL Primark is one of the largest fashion retailers in Europe and the largest by volume in the UK. About Primark Primark is an international fashion retailer with 16.8 million sq ft of selling space in 398 stores in 14 countries and has more than 70,000 employees. We are serviced by a network of nine depots covering 7.1 million sq ft. We are famous for offering great value to customers and pride ourselves on our wide selection of products, from everyday essentials to the latest trends, and all at prices everyone can afford. 398 stores at year end 71,000 employees Amid an ever-changing retail landscape, Primark is always looking for new ways to create the best customer experience. We are constantly evolving to offer an exciting and innovative retail environment that serves as a destination everyone in the family can enjoy. Primark’s latest store design includes features like free Wi-Fi and trend rooms, with an increasing number of stores also offering a range of food and drink outlets. These include the Primarket Café as well as flagship destinations like the Primark Café with Disney in Birmingham and the Friends Central Perk Café in Manchester. We launched our first own-brand Beauty Studio in April 2019, offering customers a mix of beauty services at amazing prices. We also celebrated the launch of our Wellness Collection in 2020 with the opening of our first ever pop-up store in BOXPARK Shoreditch, London. Meanwhile, Primark’s licensed offering continues to grow, establishing the business as a market leader in the space through partnerships with brands such as Warner Brothers, Disney and Netflix. In September 2021, Primark unveiled a wide-reaching new Primark Cares sustainability strategy aimed at minimising fashion waste, reducing our impact on the planet and improving the lives of the people who make our clothes. Building on the progress we have made over a decade to become a more ethical and sustainable business, the new commitments include making all our clothes recyclable by design by 2027, ensuring all clothes are made from 100% recycled fibres or more sustainably sourced materials by 2030 and halving carbon emissions across our entire value chain by 2030. Strategy Primark’s business model is based on doing things differently, allowing us to keep prices low and offer great value on the high street. We achieve this by doing very little advertising, focusing instead on marketing through our popular social media channels and store windows; only selling our products in store; and making savings on things like simple packaging. Primark delivers a vision of making high-quality affordable fashion accessible to everyone, put simply: Amazing Fashion, Amazing Prices. We have a strong digital presence and a high level of customer engagement with over 24 million followers across our social media channels. At Primark we believe that more sustainable fashion should not have to come with a high price tag either for people or the planet. We have been on a journey to build a more sustainable business for more than a decade and have now committed to going further and faster, using our size and scale to make a real difference. In September 2021, we unveiled a wide-reaching new sustainability strategy aimed at minimising fashion waste, reducing the impact we have on the planet and improving the lives of the people who make our clothes. We care about the welfare of the people who make our products. We are very selective about who we work with and require every supplier factory to sign up to the internationally recognised standards set out in the Primark Code of Conduct before we place any orders. Based on the Ethical Trade Initiative’s (ETI) base code, this ensures workers in the supply chain have good working conditions and their workplace rights are respected. We have a rigorous process to check these standards are being met: our team of 130 specialists based in key sourcing countries inspect every supplier factory at least once a year. We are proud that the ETI has ranked us as a ‘leader’ in how we monitor our supply chain. Revenue £5,593m 2020: £5,895m Actual currency: down 5% Constant currency: down 5% Adjusted operating profit (before repayment of job retention scheme monies) £415m Adjusted operating profit £321m 2020: £362m Actual currency: down 11% Constant currency: down 11% Adjusted operating profit margin (before repayment of job retention scheme monies) 7.4% 2020: 6.1% Return on average capital employed (before repayment of job retention scheme monies) 6.6% 2020: 5.6% Operating Review Sales at Primark, including a 53rd week this financial year, were 5% below last year at both actual and constant currency exchange rates. This year a third of the available trading days were lost as a result of store closures due to the public health measures in our major markets to control the spread of COVID-19. This compared with the loss of one quarter of the available trading days in the previous financial year. Despite this decreased level of trading days, adjusted operating profit, before repayment of job retention scheme monies, increased 15% to £415m representing an adjusted operating profit margin of 7.4% for the full year. Operating profit margin improved during the year from 1.9% in the first half to 10.6% in the second half, excluding the 53rd week. The repayment of monies received from the job retention schemes in the UK, Republic of Ireland, Portugal, Czechia and Slovenia this year has been charged in the second half at £94m. This year has been characterised by greater than expected restrictions on the ability of Primark to trade. For this financial year we estimate the loss of sales, while stores were closed, to be some £2bn. When stores were open, full year like-for-like sales were 12% below two years ago and were 7% lower excluding destination city centre stores. In the first half, the like-for-like performance reflected lower category spend and lower footfall due to trading restrictions. When the stores reopened in the third quarter, customers came back to our stores in large numbers and sales were 3% ahead on a like-for-like basis compared to the same period two years ago. Like-for-like sales declined by 17% in the fourth quarter and were affected by the impact on footfall of the changes in public health measures. Trading varied considerably across the estate. In the UK, sales were affected by the number of people required to self-isolate following contact tracing alerts – the ‘pingdemic’. The self-isolation rules were then eased in early August with like-for-like sales showing a corresponding improvement through the period from a decline of 24% in the first four weeks of the quarter to a decline of 11% in the last four weeks of the quarter. In Continental Europe, like-for-like sales were impacted by the performance of our stores in Spain and Portugal with the decline in foreign tourism at that time. Our US business performed well this financial year and delivered a good profit margin. Like-for-like sales consistently improved during the year and for the full year were 6% up on the same period two years ago excluding the city centre Boston store. Six years after our first store openings, Primark is clearly resonating with the US customer and brand awareness continues to build. This was especially evident in the strong trading at all the new stores opened during the year: Sawgrass Mills Florida, American Dream New Jersey, State Street Chicago and Fashion District Philadelphia. The performance of both our existing and newly opened stores, combined with the profitability, gives us confidence to increase the pace of expansion in this important market. We continue to extend our product offering to meet changing customer needs. In September we launched an expanded Primark Home department at Merry Hill in the West Midlands, with increased in-store selling space to offer an all-new range of quality, affordable home and lifestyle products. The new space enabled us to offer a much wider range including new categories such as cookware, ceramics, rugs and furniture. Following a very positive customer response, we are rolling this extended range out to a total of 40 stores over the coming months. Sales of our autumn/winter ranges have started well and sales densities continue to improve. Primark has capitalised on the continued trend for ‘comfort living’ with the launch of its range of ‘snuddies’, attracting a strong response from customers across all markets. Bestsellers include the avocado print for men and, under our licence collection, Minnie Mouse for kids. The Primark Edit of quality investment pieces for women has proven very popular since launch in September, with strong sales of its seasonal staples such as cotton cashmere jumpers and a classic trenchcoat driven by promotion on Primark’s social channels. Another trend which came through strongly in the second half was the desire by more customers to get outside and get active. We launched the Great Outdoors range with a collection of waterproof jackets, boots and breathable trousers spanning womenswear, menswear and kids. It has also extended the range of product under the Primark Cares label with 65% of the Outdoors collection made from recycled or more sustainably sourced materials. Overall, sales of the Primark Cares range, made from recycled and more sustainably sourced materials, continue to perform strongly since the customer launch of our sustainability strategy in September. Following the strong trading after the reopening of our stores in the spring, inventory, which had built up during the lockdown, reduced. All spring/summer inventory brought forward from last year has been sold and the autumn/winter inventory held over from last season will be sold in the coming months. In recent weeks, we have experienced further supply chain disruption including temporary closures at dispatch ports, limited sea container availability and congestion at destination ports. These disruptions have delayed both the handover of inventory from suppliers and the shipping and delivery of inventory to store. We are closely managing this with the support of our logistics providers, taking advantage of our scale and efficient warehouses, and we are prioritising the product most in demand. Although, at this point, the disruption is causing limited availability on a small number of lines, our warehouse inventories give us stock cover on the majority of lines for the important Christmas trading period. Margin in the second half benefited from a significant reduction in store operating costs, driven by lower employee headcount, improved labour scheduling, and savings in other operating costs. Looking ahead to our next financial year, operating profit margin will continue to benefit from these store labour efficiencies and lower operating costs. Our forecast is for the effect on margin of 54 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 55 Poland, as well as our first store in Czechia. We relocated to new premises in Southend. One of our first stores to open in the Netherlands, a small store in Alkmaar, was closed. Downsizing of the Downtown Crossing store in Boston was successfully completed in September. Encouragingly sales in the three German stores which were downsized last year have remained in line with pre- downsizing levels. In the next financial year, we are planning to add a net 0.5 million sq ft of additional selling space. Eleven store openings have been confirmed: four new stores in Italy, four new stores in Spain and one store in each of US, Czechia and Ireland. We see growth in all our existing markets. Over the next five years we expect our store estate to grow to some 530 stores from 398 at the financial year end. In particular, we will accelerate the expansion of our selling space in the major markets of the US, France, Italy and Iberia, building on our established brand recognition, proven track record of successful store openings and strengthening relationships with key landlords. Reflecting this, we are expanding our team of in-market specialist acquisition surveyors. We are increasing the use of technology and demographic data to inform our decisions about new store locations. Additionally, we expect to benefit from more store opportunities with the revival of property sector development as we emerge from the pandemic. In the US, the potential for new stores is considerable. We successfully opened four stores in the last financial year, including new stores well beyond our existing north-east footprint, in Florida and Chicago. This financial year we are committed to opening a store on Jamaica Avenue, Queens and have already signed four further leases to expand our reach in the greater New York area and a lease for a store in Tyson’s Corner, Washington. In Western Europe, our major opportunities for growth are in Iberia, Italy and France. In Spain, our second biggest market, we opened four new stores during this financial year, including flagships in the city centres of Barcelona and Bilbao, bringing our total number to 52 at the year end. We have confirmed plans to open many more locations in this important country in the coming years, including four in the new financial year. We plan to add four new stores in Italy, the largest being Milan Via Torino. We are also expanding into Central and Eastern Europe (CEE). A milestone was the opening of our 46,000 sq ft store in Prague’s historic Wenceslas Square in June, building on our recently opened stores in Ljubljana Slovenia and in Poland. Our reception from CEE shoppers has been very positive. We are opening our second store in Czechia next summer and we have signed leases for our first store in Bratislava, Slovakia and four further stores in Poland. In addition, we will continue to explore opportunities in new markets. We opened 15 new stores during the financial year, including Chicago (left), Philadelphia (top right) and Miami (bottom right) in the US. OPERATING REVIEW | RETAIL the increased costs relating to supply chain and raw material inflationary pressures to be broadly mitigated by these lower store operating costs and the transaction currency gain from the weaker US dollar exchange rate. We expect the adjusted operating profit margin to be above 10%. In September, Primark unveiled a wide-reaching new sustainability strategy, pledging to make more sustainable fashion choices affordable for all. It is designed to reduce fashion waste, halve carbon emissions across its value chain and improve the lives of people who make Primark products. The new strategy was launched with a new customer campaign, ‘How Change Looks’, setting out the key commitments in prominent locations across all stores and digital channels in all our 14 markets. The nine-year programme includes commitments to ensure all Primark clothing is made from recycled or more sustainably sourced materials by 2030, increasing from 25% of all clothes sold at the time of launch; the elimination of all single-use plastics in Primark’s own operations by 2027; and the commitment to pursue a living wage for workers in the supply chain by 2030. Primark will report annually on its progress against the nine high-level targets in the new strategy. This sustainability transition is expected to lead to only a modest increase in costs in some areas of the business, net of mitigating actions, over the period to 2030. We are confident of our ability to mitigate these increased costs without any material impact on Primark’s operating profit margin in the short term and without any significant movements in the margin over the longer term. Additionally, we believe that this is an opportunity to drive further sales growth from both existing and new customers. Digital is becoming increasingly important in Primark. We expect the roll-out of the enabling stock management system, Oracle, across all our stores in the current financial year and for all stores to be equipped with state-of-the-art point of sale terminals by the end of calendar year 2022. Following the announcement in July of our plans to launch a new customer-facing website, the design and development of the new digital platform is progressing well. We are on track to launch the new website in the UK in the first quarter of 2022. The new site will showcase those products which customers expect to be able to browse online, before they come into our stores, with much richer product information and imagery for every product shown. We expect this to be around 70% of our total range, substantially up from some 20% on the current site. The new site will then enable customers to research product availability in their local store and this responds to what we know is a clear customer demand. The initial response from consumer testing has been positive. In addition, we are building digital marketing capability to enable us to start to capture and manage customer data and to begin to communicate directly with customers with relevant marketing messages. At year end we were trading from 398 stores and 16.8 million sq ft of retail selling space, after our latest new store in the Fashion District of Philadelphia in the US was opened on 16 September. This represents an increase of 0.6 million sq ft over the year. Fifteen stores were added this year: four stores in the US; four in Spain; two in Italy, and one each in France, the UK, the Netherlands and New store openings in the year ended 18 September 2021 Czechia France Prague Wenceslas Square Coquelles Poland Poznan Spain Barcelona Sant Cugat Espacio León Bilbao Gran Via Marbella Italy Roma Maximo Roma – Est UK Tamworth UK Spain Germany Republic of Ireland France Netherlands US Belgium Portugal Italy Austria Poland Czechia Slovenia Total # of stores 191 52 32 36 20 20 13 8 10 7 5 2 1 1 398 Year ended 18 September 2021 sq ft 000 7,597 2,143 1,841 1,076 1,044 1,016 563 403 383 361 242 77 50 46 16,842 Netherlands Rotterdam Forum US Sawgrass Mills Florida American Dream New Jersey Chicago State Street Philadelphia Fashion District # of stores 190 48 32 36 19 20 9 8 10 5 5 1 n/a 1 384 Year ended 12 September 2020 sq ft 000 7,534 1,988 1,841 1,076 996 971 470 403 383 257 242 40 n/a 46 16,247 56 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 57 OPERATING REVIEW | RETAIL Retail in action: Primark Cares – how real change looks Our new sustainability strategy, Primark Cares, is a clear and committed statement that tells our customers, employees, partners and suppliers that we take our responsibility as a large retailer seriously. The strategy is designed to minimise fashion waste, reduce our impact on the planet and improve the lives of the people who make our clothes. In 2020, we renewed our ambition to accelerate our sustainability goals, with commitments to: • eliminate single-use plastics from our business; • significantly increase the use of recycled materials across all our product ranges; and • grow the number of sustainable cotton products we sell through the Primark Sustainable Cotton Programme. This year, we are now supercharging this work. Our ambition is to make more sustainable fashion affordable for all and we are doing this with a set of commitments that will transform our business to become more sustainable and circular over the next nine years: • Product: Giving clothing a longer life We will change the way we make our clothes to ensure they are recyclable by design by 2027 and, by 2030, made from recycled fibres or more sustainably sourced materials. We will also put all items through more rigorous testing to make sure our clothing is made to last. • Planet: Protecting life on the planet We have committed to halving carbon emissions across our entire value chain by 2030. Additionally, we will eliminate single-use plastics and all non-clothing waste by 2027 and will work with cotton farmers to deliver better soil health, biodiversity and water quality in the regions where their cotton is grown. • People: Enhancing the lives of the people who make our clothes We will go further to improve the lives of people in our supply chain by 2030, pursuing a living wage for all, providing access to social protection and financial education and services. We will also increase opportunities for women through skills development and widen access to physical and mental health support. We know our scale means we can have a real impact with every change we make. We want to get this right and will be sharing more on our strategy in the coming months. At Primark, we have always been about making great fashion affordable for everyone. Now we are doing the same for more sustainable fashion, without compromising on the low prices for which we are famous. More sustainable products: continuing to innovate Our Primark Cares label, denoting products made with recycled fibres or more sustainably sourced materials, can now be found on a quarter of all the clothes we sell. We have grown this by almost 10 percentage points in just a year – growth that is set to continue in the coming months and years as we work towards becoming a more sustainable business. Products carrying the Primark Cares label include jeans made using cotton grown by farmers trained through our Primark Sustainable Cotton Programme, as well as items made using recycled materials across our women’s, men’s, kidswear and home departments. Customers can now buy swimwear, activewear, shoes, pyjamas, lingerie, denim, duvets and much more, all made from recycled or more sustainably sourced materials. We added a series of exciting new ranges to our Primark Cares label during the last financial year, developed in partnership with some of the most innovative leaders in more sustainable fashion. Highlights include: • our Cradle to Cradle Certified® Gold jeans, Primark’s most sustainably made jeans yet. Low on environmental impact but big on style, these 100% organic cotton mom jeans, available in two styles, are fully recyclable and independently certified as a safe, more sustainable product, with a lower impact on people and the planet. We are incredibly proud of the Gold status, which gives our customers the confidence that what they are buying is responsibly sourced; • our new sustainable women’s leisurewear collection, launched in May and produced in partnership with Recover, the recycled cotton innovator. Each item in this eight-piece collection of classic and on-trend leisurewear is made using between 15% and 25% recycled cotton. The remainder comprises a mix of materials including sustainable cotton from our Primark Sustainable Cotton Programme, organic cotton and polyester; and • our first fashion and home collection made using natural dyes from plant and food waste, in partnership with Archroma, the global specialty chemical company. The range uses waste generated by the food and plant industry to create a selection of beautiful, earthy fabric dyes that are both neutral and natural. Made using organic cotton and cotton from the Primark Sustainable Cotton Programme, the 22-piece collection will span menswear, womenswear, kidswear, nightwear and homeware. Working in partnership with others to achieve our goals Making our business more sustainable involves collaboration between teams right across Primark, from ethical trade to sourcing; from buying and merchandising to the dedicated Primark Cares team itself. But we know that real change is only possible when we work with others across and beyond our industry. For many years we have worked with multiple partners, including charities, international development organisations, government agencies and recycling companies. Here are three of the key partnerships we forged or extended in the last year: • in October 2020 we joined the United Nations’ Fashion Industry Charter for Climate Action, supporting its net zero ambition and committing to a 30% reduction in our greenhouse gas emissions by 2030. In joining the Charter, we have committed to tackling emissions from across our entire value chain. This includes Scope 3 emissions from outside our own operations, which make up the vast majority of our carbon footprint; • in May 2021 we signed up to the Textiles 2030 initiative, a new sustainable textiles action plan led by the charity WRAP and supported by the UK Government. This important initiative aims to accelerate the fashion and textile industry’s move toward circularity over the next decade, making practical interventions to significantly reduce the environmental impact of UK clothing and home fabrics. We will be reporting annually on our progress; and • in July 2021 we were delighted to extend our relationship with the Ellen MacArthur Foundation by becoming a network partner, having first joined the Foundation’s ‘Make Fashion Circular’ initiative in 2018. Over the next three years, we will work with other leading organisations from across the world to accelerate the transition toward a circular economy. We launched our Primark Cares sustainability strategy with a new campaign, How Change Looks. Campaign materials, including a selection above, were displayed in stores and used on social media to promote our commitments across product, planet and people. 58 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 59 OPERATING REVIEW | RETAIL OPERATING REVIEW | RETAIL Retail in action: Working together to create product ranges for new and expectant parents At Primark, we are continually working to expand what we offer in store, pushing into new areas and innovating to keep pace with our customers’ ever- changing needs. In the last year alone, our teams across Primark, including specialists in design, buying and merchandising, have collaborated closely to develop two exciting new ranges: Primark’s Baby Collection and Primark Parenthood. These clothing and lifestyle products for new and expectant parents have been flying off the shelves in their first season. While we have long been known for our babywear, with the new collections we now aim to offer a full range of products, including lifestyle, nursery items, gifts and even clothing for parents. Welcome to Primark’s Baby Collection Primark’s Baby Collection is the first zone that we have dedicated to all things baby-related. Today, it is a one-stop shop that brings together five different product categories for the first time, all at the same location in store. Launched in April 2021 and now available in 162 stores, the collection takes our customers on the entire new parenthood journey, from the excitement of packing a hospital bag to the moment their child takes their first precious steps. Highlights include our unisex range of co-ordinated baby clothing, nursery items and gifts featuring farmyard animal prints and organic fruit. Our novelty lamb rocker was a star performer and, at £28, is an example of how we are extending the price range of Primark collections while ensuring we maintain the great value for which we are so well known. We are also proud of our range of wooden nursery toys made from FSC (Forest Stewardship Council) wood, Customers have snapped up our licensed ‘Jungle Book’ collection of new-born and toddler clothing, Primark’s first ever extensive range of licensed lifestyle products for the nursery. which is a more environmentally friendly alternative to plastic. Customers have snapped up our licensed ‘Jungle Book’ collection of new-born and toddler clothing, Primark’s first ever extensive range of licensed lifestyle products for the nursery. Featuring watercolour artwork that Disney has redrawn exclusively for us, products such as our Baloo Play Mat (made from recycled materials and priced at £30) are proving exceptionally popular. The Parenthood Collection: inspired by customers Our new Parenthood Collection was inspired by customers’ conversations with our own colleagues in-store about their desire for affordable, stylish and comfortable fashion for expectant and new parents. The 44-piece range, designed with functionality, fit and quality front of mind, launched in January. More than half the range falls under the Primark Cares label and it is already a huge hit with our customers. Parenthood features wardrobe essentials such as mom jeans, as well as trend products including denim dungarees and knitted dresses. Our designers have placed an emphasis on comfortable fabrics, and have ensured that tops, dresses and nightwear are all easily adjustable for nursing. We have worked hard to make the range as functional as possible for new parents. Details like the zipper feature on the two-pack sleepsuit make these really easy to get on and off. Adding popper details on the rompers make changing time that much easier for parents. Our new-born starter set is a great giftable item that also has room-to-grow features like its turned waistband. The collection is currently available in 82 stores across Europe. We are now excited about the upcoming launch of new products under the Parenthood banner, including cosmetics, sleep spray and essential body oils, all staying true to the Primark strategy of affordable prices. Retail in action: Licensed products – sparking excitement and business growth Licensed products such as our Disney, Netflix and Warner Brothers ranges have become a familiar sight in Primark stores in recent years. Since 2013 our licensed offering has grown strongly to encompass areas such as music, film and TV, gaming and toys. We are proud of our work to make Primark the go-to destination for licensed products across an ever-increasing range of categories in clothing, lifestyle and in-store experiences like cafés. For our customers, these exclusive collections and collaborations are a much-loved part of the Primark offer. However, our partnerships with popular global brands, from PlayStation to the NBA, are also increasingly important to us from a strategic perspective. Licensed ranges are an effective way to drive online engagement, create enticing physical environments in our stores and help Primark’s growth in new markets such as the US. Focus on sports Sports brands have been just one example of this over the last year. Our collection of NBA products – produced in partnership with the world’s leading professional basketball league – has been hugely popular since its launch in May 2021, particularly in the US. The range is street fashion-led across jersey t-shirts, leisure and accessories, offering products that connect with our US customers whatever their team, whether it’s the Chicago Bulls, the LA Lakers or the Brooklyn Nets. Our collection of NBA products – produced in partnership with the world’s leading professional basketball league – has been hugely popular since its launch in May 2021, particularly in the US. Licensed product posts on Instagram drove over 1 million clicks to the Primark website this year and included our best-performing post featuring Lilo & Stitch (pictured left). This autumn/winter we are building on the success of the NBA range with our American football collection with the NFL. We are also delighted to have launched partnerships with a string of classic sportswear brands including Penn and Lotto. In addition, we have announced a series of new lifestyle collaborations which include partnerships with Pineapple Dance Studios and The Stronghold, the heritage LA denim brand. Primark is an attractive partner for potential licensors in a diverse array of sectors and we will continue to create new collaborations with the widest possible range of brands to offer our customers exclusive products. Using licensed products to enhance stores and drive engagement online This October we launched a branded menswear sports zone in a selection of our stores as part of our strategy of using licensing partnerships to enhance our experience-led shopping environment. The Primark store experience is a key part of our business strategy and we have been working hard to ensure we are at the forefront of experience-led retail with dedicated areas in our flagship stores, including Disney and Friends zones, which have experiences like the Friends Central Perk Café. The new sports zone is the latest step on this journey. Social media posts featuring licensed product generate some of the highest engagement on Primark’s social channels and drive significant traffic to our website. Between August 2020 and August 2021 we reached 278 million people on Instagram with our licensed product campaigns, with our best performing post – featuring Lilo & Stitch products – reaching over 2.5 million people and receiving 122,000 likes. In total, our licensed products posts on Instragram drove over 1 million clicks through to the Primark website during this 12-month period. 60 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 61 FINANCIAL REVIEW Financial review Group performance Group revenue was in line with last year on a reported basis at £13.9bn. On a reported basis adjusted operating profit of £1,011m was 1% lower than last financial year. In calculating adjusted operating profit, the amortisation charge on non-operating intangibles, profits less losses on disposal of non-current assets, transaction costs, amortisation of acquired inventory fair value adjustments and exceptional items are excluded from statutory operating profit. The income statement this year included a net charge for exceptional items of £151m. This mainly comprised the impairment of certain plant and equipment in our sugar business. In Spain, our current view for yield and sugar content from beet sugar and lower margins due to the expected increase in future raw refining volumes, resulted in a non-cash exceptional charge of €136m to write-down the net asset value of this business. Given the ongoing trading challenges in some of our smaller sugar businesses, following a review of our projections for the forecast evolution of beet area and yields, we have made a non-cash adjustment of £21m to the relevant net asset values as an exceptional charge this year. An inventory charge of £21m in Primark was taken at the half year which related to the clearance from our stores before reopening after lockdown of certain seasonal items on display and which could not be sold before the end of the season. This provision was used during the second half of the year. Prior year exceptional items included a mark-down provision of £22m for potential damage to Primark inventory stored on our behalf by suppliers for longer than usual as a result of the pandemic. Minimal damage was found and the majority of the provision was released this year. On an unadjusted basis, statutory operating profit was in line with last year at £808m. The strengthening of sterling this year against some of our trading currencies resulted in a loss on translation of £36m. Net finance expense decreased this year due to the repayment of £25m of private placement debt and no RCF interest charges following the repayment of the facility at the end of the last financial year. Profits on the sale and closure of businesses amounted to £20m and profits less losses on sale of non-current assets were £4m. Statutory profit before tax on a reported basis was up 6% to £725m. On our adjusted basis profit before tax was down by 1% to £908m. Acquisitions and disposals In May 2021, the Group’s Ingredients business acquired DR Healthcare España, a Spanish enzymes producer for a total consideration of £14m. During the period the Group contributed £43m to the bakery ingredients joint venture in China with Wilmar International. These businesses were classified as a disposal group and held for sale at the previous year end. In August 2021, the Group agreed the sale, subject to regulatory approval, of a further factory in China to this joint venture and a non-cash reversal of £10m for the impairment of these assets has been included in profit on sale and closure of business. Closure provisions of £3m relating to disposals made in previous years which are no longer required were released to sale and closure of business in Ingredients and Grocery, both in Asia Pacific. 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. This tax strategy is available on the Group’s website at: www.abf.co.uk/documents/pdfs/policies/ abf_tax_strategy.pdf. This year’s tax charge on the adjusted profit before tax was £255m at an effective rate of 28.1% (2020 – 28.8%). Based on current tax rates at the time of writing and with the recovery in Primark’s profitability, we expect the Group’s effective tax rate to fall next year to a level closer to pre-COVID rates. Looking ahead beyond next year, we anticipate upward pressure on the effective tax rate due to the impact of corporation tax increases, notably the increase enacted in the UK, and the proposed increase recently announced in Ireland. We continue to monitor developments in other jurisdictions and also in respect of the OECD’s BEPS 2.0 proposals. The total tax charge for the year of £227m benefited from a credit of £27m (2020 - £42m) for tax relief on the amortisation of non-operating intangible assets, amortisation of acquired inventory fair value adjustments, profits on disposal of non-current assets, losses on disposal of businesses and exceptional items. Earnings and dividends Earnings attributable to equity shareholders in the current year were £478m and the weighted average number of shares in issue during the year, which is used to calculate earnings per share, was 790 million (2020 – 790 million). Given the marginal decline in operating profits and the reduction in the adjusted effective tax rate from 28.8% to 28.1%, earnings per ordinary share were 5% higher than last year at 60.5p. Adjusted earnings per share, which provides a more consistent measure of trading performance, declined by 1% from 81.1p to 80.1p. We decided not to declare an interim dividend nor propose a final dividend relating to the last financial year. This was due to the impact of COVID-19 on the Group’s cash flow driven by the duration and number of Primark store closures. This year the Board declared an interim dividend of 6.2 pence per share (2020: nil) which was paid on 9 July 2021 to shareholders registered at the close of business on 4 June 2021. For the full year, the Board has proposed a final dividend of 20.5p per share giving a full year dividend of 26.7p per share. Further, the Board has declared the payment of a special dividend, to be paid as a second interim dividend, of 13.8p per share. The payment date for the 2021 final dividend and second interim dividend will be 14 January 2022 to shareholders on the register on 17 December 2021. Total dividends for the 2021 financial year would therefore be 40.5p per share at a total cost of £320m. Balance sheet Non-current assets of £10.8bn were £0.1bn lower than last year. This was driven by a decrease in the investment in property, plant and equipment and right-of-use assets with depreciation, amortisation and impairments higher than capital expenditure and acquisitions made in the year. This was mostly offset by an increase in employee benefits assets as the surplus in the UK defined benefit pension scheme improved significantly. 62 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 63 FINANCIAL REVIEW continued SECTION 172 STATEMENT | OUR STAKEHOLDERS Engaging with our stakeholders The following section describes how the directors take into account stakeholder and other matters in carrying out their duties and the impact on decision-making. Regardless of the legal duties, the directors consider regular engagement with stakeholders to be fundamental to the success of the Group and that it reflects our value of progressing through collaboration. The charge for the year for the Group’s defined contribution schemes, which was equal to the contributions made, amounted to £81m (2020 - £79m). This compared with the cash contribution to the defined benefit schemes of £42m (2020 - £37m). New accounting policies The following accounting standards and amendments were adopted during the year and had no significant impact on the Group: • Amendments to IFRS 3 Definition of a Business • Amendments to IAS 1 and IAS 8 Definition of Material • Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform – Phase 1 • Amendments to References to the Conceptual Framework in IFRS Standards John Bason Finance Director Working capital at the year end was marginally higher than last year. Net cash at the year end excluding lease liabilities was £1.9bn compared with net cash at the end of last year of £1.6bn reflecting the strong operating cash flow in the year. Net debt including lease liabilities was £1.4bn compared with £2.1bn last year. The Group’s net assets of £10bn were £0.6bn higher than last year. 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 this year at 9.8% compared with 9.5% last year. Cash flow Net cash inflow from operating activities decreased from £1,753m last year to £1,413m this year mainly as a result of the increase in the change in working capital compared to the prior year. Capital expenditure increased by £5m compared to the prior year and £21m was realised from the sale of property, plant and equipment. The net cash outlay on acquisitions and disposals was £23m. Tax paid in the year amounted to £298m (2020 - £254m). The increase in tax paid was primarily due to the state aid payment of £23m and tax top up payments made due to strong final quarter results at the end of 2020. Financing and liquidity The financing of the Group is managed by a central treasury department. The Board’s treasury policies are in place to maintain a strong capital base and manage the Group’s balance sheet to ensure long-term financial stability. They are the basis for investor, creditor and market confidence and enable the successful future development of the business. The Board has approved a financial leverage policy for the Group. In the ordinary course, the Board prefers to see the Group’s ratio of net debt including lease liabilities: Adjusted EBITDA to be well under 1.5 times at each half-year and year-end reporting date. In exceptional circumstances, it will be prepared to see leverage above that level for a short period of time. We are pleased that S&P Global announced that they had assigned to the Group an ‘A’ grade long-term issuer credit rating, with a stable outlook, which reflected the strength of each of the Group’s businesses, their diversity, and ABF’s strong credit metrics underpinned by a conservative financial policy. At the year end, the Group had total committed borrowing facilities amounting to £1.5bn, comprising £1.1bn provided under the RCF, £0.3bn of US private placement notes, maturing between 2021 and 2024, and £0.1bn of local committed facilities in Africa. At the year end, £0.3bn was drawn down under the private placement notes and local committed facilities. The Group also had access to £0.5bn of uncommitted credit lines under which £0.1bn was drawn at the year end. Cash and cash equivalents totalled £2.3bn at the year end, of which centrally available cash on hand was £1.9bn. The Group holds substantial net cash bank balances, which reduce its net debt, which include lease liabilities, and most importantly ensure that it has sufficient liquidity to meet unforeseen requirements. Pensions The Group’s defined benefit pension schemes were in surplus by £493m at the year end compared with a deficit last year of £66m. The UK scheme, which accounts for 91% of the Group’s gross pension assets, was in surplus by £633m (2020 - £94m). The increase in the UK pension surplus was driven by large asset gains on the pension assets, whereas the defined benefit obligations increased marginally driven by adverse changes in inflation assumptions. The pension surplus for the Group will result in an increased interest income compared to last year, and this will be reported in other financial income. The last triennial valuation of the UK scheme was undertaken at 5 April 2020 which determined a deficit of £302m. This valuation was performed just after the first COVID-19 measures were introduced. Although we were required to agree a recovery plan with the trustees, in the light of the subsequent asset performance, we do not currently expect to make any payments. Stakeholder engagement We engage regularly with stakeholders at Group and/or business level, depending on the particular issue. As illustrated in our Group business model and strategy section on pages 18 and 19, the role of the corporate centre, and therefore of the Board, is to provide a framework in which the Group businesses have the freedom and decision-making authority to pursue opportunities with entrepreneurial flair and to manage risks at the level at which the businesses operate. We consider this to be an important factor in the success of the Group both generally and also in navigating the COVID-19 pandemic. Authority for the operational management of the Group’s businesses is delegated to the Chief Executive for execution or for further delegation by him to the senior management teams of the businesses. This is to ensure 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. This approach necessarily involves a high degree of delegation of communication with stakeholders to the management of the Group businesses. Where the directors of the Company have not themselves directly engaged with stakeholders, those stakeholder issues are considered at Board level both through reports to the Board by the Chief Executive or Finance Director and also by the senior management of the Group’s businesses. Senior management are requested, when presenting to the Board on strategy and principal decisions, to ensure that the presentations cover what impact the strategy/principal decision has on the relevant stakeholders and how the views of those stakeholders have been taken into account. While day-to-day operational decisions are generally made locally, in addition to providing input on the principal decisions and strategy, the Board supports individual businesses by facilitating the sharing of best practice and know-how between the businesses. In the following pages, we set out the key stakeholder groups with whom engagement is fundamental to the Group’s ongoing success. 64 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 65 SECTION 172 STATEMENT | OUR STAKEHOLDERS continued Employees Suppliers Customers/Consumers The Group employs 128,000 people. Our people are central to our success. As a diversified international Group, we have many complex supply chains. The buyers of our safe, nutritious, affordable food, and clothing that is great value for money. Communities and the environment Shareholders and institutional investors Supporting society and respecting the environment are two of the key ways we live our values and make a difference. The Company has a mix of individual and institutional shareholders whose views are valued. Governments The Group is impacted by changes in laws and public policy. Key issues • Health and safety • Diversity and inclusion • Engagement and development • Payment practices • Responsible sourcing • Supply chain sustainability • Healthy and safe products • Value for money • Availability of products • Impact on environment • Store environment • Customer relations Key issues • Climate change mitigation and adaptation • Natural resources and circular economy • Return on investment • Business and financial performance • Sustainability How the businesses engage with this stakeholder group How the businesses engage with this stakeholder group • Email • Intranet • Newsletters • Surveys • Training • Notice boards • Health and Safety programmes • Town halls • Virtual meetings • Conversations (face-to-face or virtual) • Training • Communications sessions • Correspondence • Audits • In-store signage (Primark) • Customer surveys • Labelling • Social media • Customer/consumer information lines • Coaching and training programmes • Community programmes and schemes • Dealings with NGOs and other expert programmes and schemes • Website • Annual general meeting • Annual report • Responsibility Update and ESG Insights • Press releases • Results announcements • Meetings • Registrar How the Board engages and/or is kept informed and takes matters into account How the Board engages and/or is kept informed and takes matters into account • Senior management of each business division (often with the assistance of specialists from within that division) regularly report to the Board on key relationships and projects with suppliers either as part of their business updates to the Board or through reports to the Chief Executive. Examples of key matters or projects on which the Board was briefed include: • Primark supplier sentiment in the wake of the COVID-19 pandemic and major events impacting suppliers; • dealings with suppliers, including landlords, in respect of the impact of COVID-19 and temporary closure of stores; • communications with suppliers in respect of the new Primark Cares sustainability strategy; and • modern slavery and human rights, including approval of the Modern Slavery and Human Trafficking Statement. • The Board is regularly updated by each business division on key customers and key issues impacting customers and consumers. • The Group Director of Financial Control provides the Board with an annual report on food and feed safety. Key matters on which the Board was briefed include: • the wide-reaching Primark Cares new sustainability strategy founded on a commitment to make more sustainable fashion affordable for all; • ongoing safety measures throughout the Primark stores in response to COVID-19, including through extended opening hours and the use of booking systems in some countries; and • helping to continue to keep people fed by implementing safety measures to keep production sites open and operating safely during the pandemic and by careful planning and scheduling of customer orders. See further details on pages 75 to 76. See further details on pages 84 to 85. • Richard Reid, as designated Non- Executive Director for engagement with the workforce in accordance with the UK Corporate Governance Code, continued to assess the best way that communication processes can work through the businesses to ensure that the ‘voice’ of each workforce is heard - please see Richard’s letter on this on page 102. As well as Richard Reid meeting with employees from a selection of businesses, each business division also specifically reports to the Board annually on workforce engagement within that division. The Board also receives two specific updates each year on progress on workforce engagement. • The Group Safety and Environment Manager provides the Board with updates on safety trends and progress against key performance indicators, supplemented by updates from the divisions. • The Chief Executive and Finance Director continued to engage with Company employees at the corporate centre through virtual town halls covering issues such as business updates and ESG topics. • Nearly 400 employees from headquarters and across the Group were invited to attend virtual events following the ESG investor events and had the opportunity to ask questions. See further details on pages 80 to 84 and page 102. • Senior management of the business divisions report to the full Board at least annually on ESG matters. • The Board reviews risk assessments undertaken by the businesses each year, which consider climate change impacts and risks. • The Board now receives separate updates on environmental matters reflecting additional focus on climate and sustainability issues (previously dealt with in a broader Health, Safety and Environmental update), the most recent update being in September 2021. • In addition to the Group Safety and Environment Manager engaging with the Board on operational safety and environmental issues in our direct manufacturing operations, the Director of Legal Services and Company Secretary and Group Corporate Responsibility Director also present to the Board on the broader corporate responsibility issues that sit beyond our direct manufacturing operations e.g. in the supply chain. • See also the new Primark Cares sustainability strategy (see pages 58 to 59). See further details on pages 77 to 79 and 84 to 87. • The annual general meeting provides an opportunity for retail shareholders to ask the Board questions. • The Board also responds either directly or via its in-house company secretarial team to queries raised throughout the course of the year. • Regulatory News Service (RNS) announcements, both scheduled as well as additional announcements, keep investors updated on business and financial performance and other matters. • Each year, the Chairman invites the Company’s largest institutional shareholders to share views and discuss any issues or concerns. • The Chief Executive and/or Finance Director meet with investors throughout the year. • At each Board meeting, the directors are briefed on meetings that have taken place with institutional shareholders and on feedback received, including any significant concerns raised. • The Remuneration Committee Chair meets with investors and analysts to answer queries and feedback around remuneration issues. • The Responsibility Update and ESG Insights are approved by the Board and are produced to provide greater transparency and in response to increasing requests for information from investors. • All shareholders are treated equally and a Relationship Agreement is in place with the Company’s controlling shareholders (see page 137). See further details on page 103, which includes details on this year’s annual general meeting. • Corporate governance and audit reform • COVID-19 • Tax and business rates • Agricultural policy • Climate and environment-related matters • Public health • Support of businesses and workers • Job retention schemes • Meetings, calls and correspondence (e.g. on COVID-19 guidelines) • Responding to consultations • Applications to participate in government schemes • The Company engages with governments to contribute to, and anticipate, important changes in public policy. • The Board is briefed on engagement with governments including on matters specifically related to dealing with the impacts of COVID-19 and job retention schemes. • The Board takes into account the interplay between commercial decisions and government policies and aims, for example with the reopening of the Vivergo bioethanol plant assisting with the country reaching its climate change goals. See the example on page 70 in relation to the reopening of the Vivergo bioethanol plant. 66 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 67 SECTION 172 STATEMENT | OUR STAKEHOLDERS continued The Group employs 128,000 people, central to our success. Pictured here are two colleagues at AB Enzymes’ new pilot plant in Rajamäki, Finland. Principal decisions The ongoing impact of COVID-19 for much of the financial year has meant that the principal decisions of the Company (and the Group as a whole) have often related to mitigating the adverse effects of COVID-19. However, learnings from handling the pandemic in the last financial year meant that other important decisions could also be taken. As was the case for the previous financial year, there was a need to ensure that the consequences of decisions were the right thing for promoting the long-term success of the Company, as well as having regard to maintaining a reputation for high standards of business conduct. Some examples of principal decisions that were taken during the year and how stakeholder views were taken into account and impacted on those decisions are provided in the following examples. Queues outside Primark’s Liverpool store when it reopened in April 2021. Decision not to pay a final dividend in January 2021 and to pay an interim dividend in July 2021. Which stakeholders most affected? • Shareholders/Institutional investors Consideration of stakeholder views/interests and impact on decision-making Being acutely aware of the importance of dividends to our shareholders and institutional investors, we gave much consideration in November 2020 to the declaration of a final dividend relating to the 2019/20 financial year (having previously also decided not to pay an interim dividend relating to that year). The increasing restrictions at that time in a number of Primark’s major markets led us to be cautious due to the impact of COVID-19 on the Group’s cash flow driven by the duration and number of Primark store closures. On balance, we therefore decided not to propose a final dividend for the 2019/20 financial year while we monitored the impact of further COVID-19 restrictions on Primark during the important Christmas trading season. That degree of uncertainty was substantially lower by April 2021 due to a large proportion of the UK adult population having been vaccinated and the successful reopening of Primark’s English and Welsh stores, these stores reaching record sales in the week after reopening on 12 April 2021. Shareholder sentiment on payment of an interim dividend was sought through engagement with our brokers. These factors and this engagement provided more certainty and gave us additional confidence to decide, in April 2021, to declare an interim dividend of 6.2 pence per share in respect of the 2020/21 financial year. Considerations leading to these decisions, including the amount of the interim dividend, took into account the likely long-term consequences of these decisions. The decision to pay an interim dividend factored in the net cash position before lease liabilities for the Group of £705m reported at the half year and our cash flow projections demonstrating the substantial headroom available to the Group. 68 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 69 SECTION 172 STATEMENT | OUR STAKEHOLDERS continued Decision to repay job retention scheme money in various countries. Which stakeholders most affected? • Governments • Shareholders/Institutional investors • Employees Decision to reopen the Vivergo bioethanol plant in Hull. Which stakeholders most affected? • Communities/Environment • Government • Customers/Consumers • Employees Decision to invest in a market-leading digital platform for Primark. Which stakeholders most affected? • Customers/Consumers • Employees • Communities/Environment Consideration of stakeholder views/interests and impact on decision-making With a substantially higher degree of certainty around Primark trading by April 2021, due to a large proportion of the UK adult population having been vaccinated and the successful reopening of Primark’s English and Welsh stores, we made the decision to stop receiving job retention scheme monies from that time and to repay job retention scheme monies received in the 2020/21 financial year in various countries where repayment was possible. Repayments amounting to £94m were made in the UK, Republic of Ireland, Portugal, Czechia and Slovenia. The largest amount related to the UK, being the country in which we had most employees benefitting from the scheme, and in relation to which we engaged with HM Treasury. The decision to repay reflected the greater certainty as to the Group’s financial position at that time, the greater comfort that the repayment would not be detrimental to its long-term success, and reflected what the Company considered to be the responsible course of action. Consideration of stakeholder views/interests and impact on decision-making The UK Department for Transport announced in February 2021 that it had increased the mandated inclusion levels of renewable ethanol from a nominal 5% inclusion, E5, up to a nominal 10% inclusion, E10. Following this announcement, we announced in our pre- close trading update in February 2021 our plans to reopen our Vivergo facility in Hull, UK, which uses domestic feed- grade wheat to produce bioethanol. The project to reopen the plant included engagement with multiple stakeholders, including the UK Department for Transport. The Board also took into account the contribution of the project towards the UK’s carbon reduction commitments. As well as the creation of additional employment, the plant is estimated to help cut transport CO2 emissions by more than 550,000 tonnes per year, which is estimated to be the equivalent of taking 260,000 cars off the road. Consideration of stakeholder views/interests and impact on decision-making Digital continues to have a critical role to play as part of Primark’s marketing mix and we have grown our following across Primark’s social media channels to 24 million from 22 million since the end of the last financial year. As announced in the July 2021 trading update, and in response to customer insights, we are now investing in a market-leading digital platform. A key component of this will be the launch of a new customer-facing Primark website early in the next calendar year with improved functionality. This will allow us to showcase a much larger proportion of the Primark range and provide to customers range availability by store. We are also strengthening our digital marketing capability to enable us to deliver more personalised content to customers. Vivergo’s bioethanol plant in Hull, the reopening of which was announced in February 2021. Decision to launch the Primark Cares sustainability strategy. Which stakeholders most affected? • Shareholders/Institutional investors • Communities/Environment • Customers/Consumers • Employees • Suppliers Consideration of stakeholder views/interests and impact on decision-making On 15 September 2021, we announced Primark’s wide-reaching new sustainability strategy founded on a commitment to make more sustainable fashion affordable for all. The nine-year programme addresses Primark’s most material ESG factors with commitments across product, planet and people. The commitments include all clothes being made using recycled or more sustainably sourced materials, halving carbon emissions across the value chain and pursuing a living wage for workers in our global product supply chain by 2030. The Board was briefed by Primark senior management on engagement with suppliers on reducing their carbon emissions, on the results of customer insights data and on testing of the strategy with stakeholders such as the charity WRAP and the Ellen MacArthur Foundation, as well as a variety of other organisations. The Board had the opportunity to ask questions about the sustainability strategy and to provide feedback, including on the importance of understanding how others would react to the launch of the Primark Cares strategy and the various commitments made. ABF’s ESG investor briefing on Primark and Sustainability was held in September 2021 (left to right: John Bason, Katharine Stewart, George Weston, Paul Marchant, Lynne Walker and Paul Lister). Decision to hold a series of ESG investor events. Which stakeholders most affected? • Shareholders/Institutional investors • Communities/Environment • Employees Consideration of stakeholder views/interests and impact on decision-making We decided to launch a series of ESG investor events in 2021 to better articulate our values and actions in this area. Our decision to do so took into account feedback from investors and increasing numbers of questions around our stance on ESG matters. The first event was held in March 2021, with presentations by the Chairman, Chief Executive, Finance Director, Director of Legal Services and Company Secretary, Group Corporate Responsibility Director and Chief People and Performance Officer. Investors had the opportunity to ask questions and three subsequent events were held for banks, insurers and employees respectively, giving them the opportunity to ask questions. A second investor event was held on 17 September 2021, focusing on the Primark Cares sustainability strategy and included presentations from the Chief Executive, Finance Director, Director of Legal Services and Company Secretary, Group Corporate Responsibility Director, Primark CEO and Primark Cares Director (see photo above). As with the first event, investors had the opportunity to ask questions and three subsequent events were held for banks, insurers and employees, respectively, giving them the opportunity to ask questions. Separately, Primark also held a supplier event and an event for its employees. A third investor event is currently planned to be held in 2022 focusing on sustainability and climate-related issues across a broader range of companies in the Group, with similar opportunities to ask questions. As stated at the first ESG investor event, these events are the beginning of what we hope will develop into a deeper engagement with stakeholders as we continue to integrate ESG factors into our financial calendar. Feedback from these sessions can then be factored into our future decision-making. 70 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 71 RESPONSIBILITY Creating value together 2021 has been another challenging year, but one thing has remained constant: our commitment to operating responsibly at all times. Our values are: Respecting everyone’s dignity We strive to protect the dignity of everyone within and beyond our operations, so that the people who make our products feel safe, respected and included. Our purpose is to provide safe, nutritious and affordable food, and clothing that is great value for money. In doing these things well, we know we are doing good, helping to make millions of people’s lives better. We live and breathe our values through the work we do every day. They guide our behaviour and help us deliver long-term benefits for our people, suppliers, communities, customers and the environment. These do not replace each business’s own values, but rather consolidate and summarise the most common themes found across the Group. o n e ’ s cting e v e r y dignit y e p s e R ring ur e h D w e i t l i v rig Delivering with rigour From the products we make to the way we preserve the resources we rely on and support the people we work with, we are always learning and incorporating better practices. Across our businesses, we are partnering with industry experts to help us work towards the highest standards. o Acting with integrity We proudly promote and protect a culture of trust, fairness and accountability that puts ethics first. From farms and factories right through to our boardroom, we are committed to embedding integrity into every action. A ctin int e g w g r i t i t h y h g u n s sing thro o lla b oratio Progressing through collaboration We work with others to leverage our global expertise for local good. P r o g r e c Through collaboration with our stakeholders, including non-governmental organisations (NGOs), we are working to create safer, fairer working environments and promoting thriving, resilient communities. Making a positive contribution Our businesses aim to make a lasting contribution to society. Our values help us to articulate the long-term benefits we can deliver for our people, suppliers, communities, customers and the environment. Investing in our people We prioritise the safety and wellbeing of our employees, contractors and others we work with, and aim to cultivate diverse and inclusive workplaces where everyone is respected, supported and empowered to fulfil their potential. Supporting society and strengthening our supply chains We respect the rights of people within and beyond our operations, develop products that help to support healthy lifestyles and aim to strengthen the communities where our suppliers live and work. Respecting the environment We work hard to reduce greenhouse gas emissions, use natural resources efficiently and promote ecosystems, biodiversity and animal health and welfare. 128,000 people employed £39m invested in safety risk management 53% of our total workforce and 37% of our senior management are women 2.8m 2,200 54% hours of social and environmental training delivered to Primark suppliers of the energy we used came from renewables* 544,000 people’s lives improved since the launch of Twinings’ Sourced with Care programme meals provided through surplus food donations to foodbanks 79% of the waste we generated was sent for recycling, recovery or other beneficial use 25% of total water abstracted was reused before being returned to the environment 1,206 £34m audits of supplier factories by Primark invested in environmental risk management We work to understand and focus our actions on what matters most; what is material to our businesses and our stakeholders, including society and the planet. Our supply chains • Respecting human rights and labour rights • Increasing traceability and transparency • Improving farming • Improving standards in our suppliers’ factories Our operations • Focusing on climate change • Becoming more energy efficient • Making finite resources go further • Valuing water Our people • Prioritising safety • Supporting health and wellbeing • Embracing diversity, and encouraging equity and inclusion • Building engagement and supporting their development Our products, consumers and communities • Offering safe, healthier and affordable products • Helping others cut their carbon emissions • Widening customer awareness • Adding value to local communities >70% of our people have access to an employee assistance programme 72 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 73 * This renewable energy is mainly generated on our sites from biogenic sources. RESPONSIBILITY continued Reporting and stakeholders Non-financial reporting requirements The Companies Act 2006 requires the Company to disclose certain non- financial reporting information within the Annual Report and Accounts. Accordingly, the disclosures required in the Company’s non-financial information statement can be found on the following pages in the Strategic report (or are incorporated into the Strategic report by reference for these purposes from the pages noted): • information on our employees (pages 80 to 83); • information on diversity (page 81); • information on our Anti-bribery and Corruption Policy (page 83); • information on our Whistleblowing Policy (page 84); • information on our approach to human rights (pages 75 and 76); • information on social matters (pages 75, 76, 84 and 85); and • information on our Environment Policy and management (pages 77 to 79). Further information on these can also be found in our 2021 Responsibility Update and our ESG Insights. Further responsibility and ESG disclosures This year we have continued to evolve our responsibility reporting to better address the requirements of different stakeholders. We are publishing our Responsibility Update, Creating Value Together, which showcases our values in action and demonstrates how our businesses make lasting positive contributions across their value chains by investing in supply chains; in operations; in people; and in products and the customers and communities who use them. In recognition of increasing expectations to disclose the non-financial performance of our material impacts, we will report more detailed information to complement the Responsibility Update. Last year this information was contained in the ESG Appendix. This year we are replacing the ESG Appendix with our ESG Insights. Our ESG Insights will more clearly provide information relating to the commitments, approach, performance and impact of ABF and our businesses. We engaged Ernst and Young (EY) to provide limited assurance over the reliability of 18 environment and safety key performance indicators (KPIs) for the year ended 31 July 2021. These are marked with the symbol ∆ in these pages. There is also further information on our website at www.abf.co.uk/responsibility, which includes our current and previous responsibility reports, our Modern Slavery Statement and our climate, water and forests reports to CDP. Engaging with stakeholders We employ 128,000 people across operations in 53 countries, and our scale means that our activities matter to, or have an impact on, many people and the planet. Our reporting is intended to provide all stakeholders with an overview of our approach to addressing social and environmental issues. Detailed information about our approach to stakeholder engagement and specific activities this year can be found on pages 65 to 85 of this annual report. At a Group level we engage with a variety of stakeholder groups including shareholders, governments, media and investors. Also as part of daily business activities and through structured processes, our businesses routinely engage with customers, suppliers, regulators and industry bodies. Below are some examples of how we disclose information, collaborate and engage with others through our responsibility focus areas. People We were pleased to be one of 141 global companies to join the pilot phase of the Workforce Disclosure Initiative and are in the process of submitting our response to its fifth survey. Society and supply chains The Group and our businesses engage with a number of organisations on issues around human rights, including the Corporate Human Rights Benchmark (CHRB), Ethical Trading Initiative (ETI) and KnowTheChain. Our non-Retail businesses collaborate with suppliers, through SEDEX and AIM-PROGRESS. Examples of business-level engagement with NGOs on local and subject-specific matters are shared in our 2021 Responsibility Update. Twinings’ Sourced with Care programme is designed to improve the quality of life in the communities the business sources from. Environment Through CDP reporting, we share our annual performance in mitigating the risks associated with climate change, water and deforestation, as well as maximising the business opportunities and any necessary operational adaptations. Our reports are publicly available at www.cdp.net and on our website. The Group and our businesses also engage with industry bodies and others in our sectors on a range of environmental issues. These include energy, sustainable agriculture, climate change and water stewardship. This recognises that when we collaborate with others, we can all learn from each other and drive greater positive industry impact. ESG assessments Investor interest in ESG-related issues has grown in recent years as more emphasis is placed on valuing the long-term worth of companies; their contribution to society and the environment; and on robust and transparent governance. We receive multiple requests throughout the year and we engage with individual investors and investor-related ESG research agencies to provide the information they require. This year, to better support our stakeholders’ understanding of our business model and our approach to responsibility and sustainability, we have structured our reporting in line with our value chain, breaking it down into four chapters. These focus on: • our supply chains; • our operations; • our people; and • our products, consumers, and our support for local communities. Our ESG Insights are also published online in response to increasing requests for ESG-related information such as business commitments and performance data. Our supply chains Together with our suppliers, from large businesses to smallholder farmers, we are working hard to build more equitable, ethical and sustainable supply chains. We are focused on what really matters: • respecting human rights and labour rights, because when you respect people, treat them with dignity and make sure they can make a good living, you can build mutually beneficial relationships; • addressing modern slavery, a global issue that requires global action; • increasing traceability and transparency, so that we, our customers, and consumers can make choices based on quality, sustainability and ethical factors; • improving farming, working together with farmers and nature to help develop more sustainable farming practices, now and for the future; and • improving standards in our suppliers’ factories, tackling social, environmental and safety issues. Our values drive us to place considerable importance on the long-term wellbeing of the communities in which we operate, the benefits we can deliver to the people we rely on in our supply chains, and the consumers who buy our products. We are committed to respecting the rights of everyone within our own operations, as well as in our supply chains and beyond. This commitment is more important than ever during times of crisis and we have worked to minimise the impact of any human rights risks associated with COVID-19. Respecting human rights and labour rights In recent years there has been a growth in legislation and reporting requirements on businesses’ responsibility to respect human rights. We have welcomed this trend towards mandating greater disclosure about human rights impacts. Motivated by our Group’s values, we have consistently sought to provide our stakeholders with relevant information about the work being undertaken across our businesses to promote and respect human rights. Tackling modern slavery ABF produces a statement on behalf of itself and relevant entities in the Group, in accordance with the UK Modern Slavery Act. A number of our businesses have also produced statements containing further details in respect of their own operations. Links to these can be found at: www.abf.co.uk We provide opportunities that respect human rights and dignity every day through the employment we create, both directly and indirectly in our global supply chains, and through the positive contribution our products make to people’s lives. As a Group we work to respect 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. In line with the decentralised nature of the Group, human rights matters are primarily managed by our individual businesses. This also enables the most salient human rights risks to be tackled most effectively by those who best understand the local context. We engage and collaborate with a broad range of stakeholder groups, seeking to remain sensitive to the risks of adverse human rights impacts resulting from our products, services and operations. Every year, we have sought to deepen our efforts to tackle modern slavery and respect human rights. We are proud of the work that is being undertaken across our businesses. However, the last 12 months have seen unprecedented human impact as a result of COVID-19. This impact has touched the lives of our employees, customers and workers in the supply chain and we recognise that in a time of crisis the most vulnerable are the ones impacted greatest. We continue to work to ensure we have effective policy, due diligence and remediation in place, and our focus remains on doing all we can to support our suppliers. This year, we are pleased that many of our businesses have engaged in activities that align with the internationally recognised framework of the United Nations Guiding Principles on Business and Human Rights (UNGPs): for example; • policy: as a Group we have policies that set out our standards with respect to human rights, such as our Supplier Code of Conduct and our Speak Up Policy; 74 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 75 RESPONSIBILITY continued • due diligence: Twinings and AB Agri have sought to understand the actual and potential human rights risks throughout the value chain and our sugar businesses conducted due diligence to understand the different risks across their operations; and • remedy: over the last few years, Primark has been working to review, revise and improve its approach to remedy and grievance mechanisms. Primark uses the Company IQ mobile phone application, developed by Microbenefits. The app offers access to digital wage slips, a confidential grievance mechanism and ‘micro-training’ modules on a range of topics to 20 supplier factories in China. For further information see pages 13 to 21 of our 2021 Responsibility Update with additional information provided in the ESG Insights. Raising awareness and training In collaboration with Twinings, we developed an online ethical training module designed to raise awareness of modern slavery. The training seeks to educate our people about modern slavery and forced labour, providing real-life examples and highlighting the importance of managing known business risks. The training also outlines how those operating in our supply chain can help to keep it free from modern slavery. This training was made available to all our businesses and, since it was launched, has been completed by almost 1,000 employees. A number of our businesses have created tailored training to raise awareness. For example: • all newly appointed Westmill employees with recruitment responsibility completed the Stronger2gether e-learning training within their first three months in role; • AB Agri trained nearly 200 transport managers, commercial teams and delivery drivers (who visit more than a thousand farms across the UK every year) to recognise the signs of modern slavery and forced labour; • AB Sugar created online training to raise awareness of the potential for modern slavery in their supply chain and to provide staff with advice on how to act on concerns, such as contacting independent whistleblowing hotlines. AB Sugar is currently exploring how the training can be shared with suppliers. So far, over 75% of those employees invited have completed the training; and By 2027, Primark will ensure that all the cotton used to make their clothes will be organic, recycled or sourced from the Primark Sustainable Cotton Programme (PSCP). • this year Jordans Dorset Ryvita completed their first face-to-face supplier training on modern slavery, with traders for their Turkish commodities, and rolled out an online e-learning module in modern slavery beyond the buying team to over 50 colleagues in sales and marketing. Increasing traceability and transparency We want to make sure our products are manufactured, sourced and transported responsibly. Growing numbers of customers and consumers share our concerns, and increasing traceability and transparency ensures they have better information to inform their actions. Better traceability enables us to understand more about our supply chains. Many of our businesses are doing this by making supply chain data publicly available through online global sourcing maps. Our businesses purchase a significant variety of different commodities to make the food we manufacture and the clothing we sell. Our businesses have identified a range of priority commodities that they will focus on. Primark prioritised the traceability of cotton as it is the most commonly used fibre in their products. Through the Primark Sustainable Cotton Programme (PSCP) the business works directly with cotton farmers and suppliers to achieve traceability from the communities where it is grown, through to the products in store. Improving farming We want to work with farmers and nature to produce the food and fibres we need now and for the future. This collaboration can work for farmers, their families and communities, for consumers and for our planet. Some of our businesses are encouraging and helping farmers to explore regenerative farming techniques, designed to naturally support soil quality and enhance biodiversity, including crop pollinating insect species. These techniques can help farmers become more climate resilient, for example, by using more water-efficient irrigation methods, while also reducing greenhouse gas emissions. Improving standards in our suppliers’ factories Our businesses often use their influence as customers to support better ethical, environmental and safety standards in their suppliers’ factories. In many instances, these factories fulfil contracts for other customers, so it is not simply a case of demanding change. Our businesses have to help suppliers to see the benefits to them of making positive changes. Primark has made a significant impact on supplier factory practices through the work of their Ethical Trade and Environmental Sustainability team. Primark was one of the first brands to sign up to the Accord on Fire and Building Safety and recently to the International Accord for Health and Safety in the Textile and Garment Industry, which replaced the prior agreements. Primark launched its own structural integrity programme in 2013, drawing on expertise provided by the engineering firm Mott MacDonald. This programme now covers Bangladesh, Pakistan and Myanmar. Our operations A growing global population needs more accessible, ethical and affordable food and clothing but with less cost to our planet’s finite resources and climate. We play a role in meeting people’s present needs but we also aim to shape a more sustainable future. This means cutting carbon emissions in our operations, making them more energy efficient, and using resources, such as water, in more circular ways to reduce the impact of serving our customers. We are focused on what really matters: • climate change: because it presents an existential risk and the world needs to cut emissions to secure a net zero future. Becoming more energy efficient, by producing more from less energy, and switching to renewable options are key to cutting carbon and costs in the long run; • making finite resources go further: because the future is circular, with resources used, re-used, recycled, and reconstituted for as long as possible; and • valuing water: because we recognise water is a valuable, shared resource for our operations and the communities in which we operate. Focusing on climate change For us and for many of our stakeholders, climate change is not a new challenge. We have factored the implications of climate change, its associated risks and opportunities, into our commercial decision-making. For example, we assess the annual risk that drought poses for our wheat supply to our Australian bakery business. Our businesses and supply chains operate in many areas subject to climate change risks and opportunities as we transition to a lower-carbon world. Our businesses are committed to cutting carbon emissions from their operations. For example, from combined heat and power plants or using machinery and vehicles (Scope 1) and their indirect emissions, including those from any energy, such as the electricity they buy (Scope 2). In addition, our businesses are currently making progress to calculate the indirect emissions upstream in their supply chains and downstream through their products (Scope 3). Climate change presents various economic, business and social risks and opportunities, which all have the potential to affect our businesses in the near, medium and long-term. This year, we engaged formally with each division on the Taskforce for Climate-related Financial Disclosure (TCFD), building on existing awareness and action on climate change issues. To better understand how the potential long-term impacts of climate change might affect our businesses, our performance and our balance sheet, this year we began scenario analysis, engaging the support of third-party experts. We decided to undertake a detailed assessment of our most financially material businesses, AB Sugar, Primark and Twinings, which account for 73% of Group adjusted operating profit and 69% of Scope 1 and 2 GHG emissions. We will also review our other businesses to ensure we capture all material risks and opportunities. Managing climate risks effectively and taking advantage of the opportunities in transitioning to a lower-carbon world requires us to develop robust action plans for the near-term. We must also be able to adapt rapidly, as governments in the countries where we operate consider carbon taxes and other regulatory responses that could affect our future. We support policies that are aligned with the goals of the Paris Climate Agreement, to limit the rise in global temperatures to well below 2 degrees Celsius above pre-industrial levels and to pursue efforts to limit the temperature increase even further to 1.5 degrees Celsius. The high level of diversity across our businesses means that it is not appropriate to set groupwide targets for different elements of climate change risk. Our businesses are responsible for setting targets appropriate to their specific business and taking action to achieve these. AB Sugar, Primark and Twinings have all set emissions reductions targets appropriate to their operations. AB Sugar has a target of a 30% reduction in its end-to-end carbon emissions by 2030. Primark, where GHG emissions arise primarily in Scope 3, has targeted a 50% reduction in absolute terms by 2030. Twinings has set a target of carbon neutrality from bush to shelf for tea and herbal infusions by 2030. For more information on our approach to managing climate risk and opportunities, see pages 86 and 87 on The Climate- related Financial Disclosures, page 93, and further details in our 2021 Responsibility Update. Our total emissions (Scopes 1 and 2) have reduced again this year. For 2021, we report an 11% reduction compared with last year from 3.55 million tonnes CO2e to 3.16 million tonnes CO2e ∆. We publish further detail on our climate- related governance and risk management through CDP’s report at www.cdp.net. AB Mauri’s Veracruz site, in Mexico, installed 205 solar panels, which generate half of all the energy used by their site offices. 76 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 77 RESPONSIBILITY continued Our greenhouse gas emissions Scope 1 Combustion of fuel and operation of machinery (000 tCO2e) Generation and use of renewables (000 tCO2e) Total Scope 1 (000tCO2e) Scope 2 Emissions from purchased energy - location method (000 tCO2e) Emissions from purchased energy - market method (000 tCO2e) Total Scopes 1 and 2 - location method (000 tCO2e) Scope 3 Indirect emissions from use of third-party transport (000 tCO2e) Primark’s scope 3 emissions (000 tCO2e) Total Scope 3 (000 tCO2e) Biogenic carbon (000 tCO2e) Emission intensity (Scopes 1 and 2) Tonnes per £1m of revenue 2021 2020 2,370 80 2,450∆ 711∆ 777∆ 3,161∆ 621∆ 4,606∆ 5,227∆* 4,208 2,719 78 2,797 758 783 3,555 764 – – 4,045 228 256 * We report our GHG inventory using the WRI/WBCSD GHG Protocol Corporate Accounting and Reporting Standard Revised Edition as our framework for calculations and disclosure. We use carbon conversion factors published by the UK’s Department for Business, Energy and Industrial Strategy (BEIS) in July 2021, other internationally recognised sources, and bespoke factors based on laboratory calculations at selected locations. This includes all activities where we have operational control. Scope 2 market-based emissions have been calculated in accordance with the GHG Protocol Scope 2 Guidance on procured renewable energy. For 2020 and 2021, the Group’s Scope 3 emissions are our third-party transport emissions only. For 2021, we have excluded Primark’s third-party transport emissions from the Group figure as these are accounted for in the reported Primark Scope 3 emissions. See our ESG Insights 2021 Climate Change for more details. Streamlined energy and carbon reporting Energy consumed (GWh)1 UK operations Outside UK operations Scope 1 and 2 emissions (000 tCO2e)2 UK operations Outside UK operations 1 To calculate our energy in GWh, we divide the total KWh by a million. 2 We report our Scope 2 location method emissions for 2019, 2020 and 2021. 2021 ∆ 4,692 17,298 1,130 2,031 2020 5,292 17,585 1,299 2,256 2019 5,826 17,740 1,532 2,461 We report our energy consumed and associated GHG emissions from electricity and fuel, Scopes 1 and 2 location method using WRI/WBCSD GHG Protocol Corporate Accounting and Reporting Standard Revised Edition as our framework for calculations. See our ESG Insights for more detail. Reducing our energy use As energy generation is our primary source of GHG emissions in our own operations, our businesses are working hard to improve their energy efficiency on a continuous basis, as well as through investment projects. In addition, the price volatility of the energy we purchase means that rigorous energy management is a key operational focus. In 2021, our total energy use was 21,990 GWh ∆, a 4% decrease on 2020. Our sugar businesses consumed 82% of the Group’s total, or 17,950 GWh ∆. In 2021, we exported 910 GWh ∆ of energy, which is a 9% decrease compared with last year. Some of our sites generate energy on-site using renewable sources of fuel and when this is surplus to their needs, they export it to the national grid or other organisations. For over 10 years we have reported our Group and, more recently, business division energy use and greenhouse gas emissions. In compliance with UK reporting requirements, we have provided in the table above our UK energy and greenhouse gas emissions data. The principal energy efficiency measures to reduce our carbon emissions include the introduction of energy monitoring systems; conversions to LED lighting; and upgrades to production machinery such as compressors and boilers to improve efficiencies. For more examples of energy efficiency actions, see our 2021 Responsibility Update and more detailed performance data included in our ESG Insights. We report our energy consumed and associated GHG emissions from electricity and fuel, Scopes 1 and 2 location method using WRI/WBCSD GHG Protocol Corporate Accounting and Reporting Standard Revised Edition as our framework for calculations. See our ESG Insights for more detail. We also continuously explore how we can better use renewable energy. Of the total energy we used this year, 54% or 11,855 GWh ∆, came from renewable sources. This equates to a 5% decrease. This 5% decrease relates to the reduction in all renewable sources (bagasse, wood, trash and biogas). This energy comes mainly from on site renewables generated from biogenics. Specifically, 89% came from bagasse, the residual fibre left after sugar is extracted from our sugar cane operations in Africa. We also use on-site anaerobic digesters (AD) to generate biogas from waste streams, such as British Sugar’s AD plant in Suffolk and AB Agri’s facility in Yorkshire. This year biogas accounted for 2% of the total renewable fuels generated and used on our sites. Making finite resources go further We look for ways to re-use or re-purpose the waste we create, through recycling or by creating by-products such as energy, soil or animal feed. Ultimately, we are seeking to work towards a circular economy. This year we generated 571,000 tonnes ∆ of waste which is a 2% decrease compared with last year. Of the total generated, 79% was recycled, or recovered and re-used. Through the continuous improvement in waste segregation, working with local suppliers to manage increasing quantities of waste which can be recycled, whilst reducing the inputs that create waste in the first place, we are achieving meaningful progress in waste management. Valuing water We recognise water as a valuable shared resource that can be scarce in some parts of the world. Where we have operations, our approach focuses on reducing the amount of water we abstract from local sources to make our products, while reusing process water for cleaning or cooling and in certain locations using wastewater for irrigation. We have carried out our third iteration of water risk assessments using internationally recognised methodologies to identify the operational sites that may have a high or extremely high water risk. This definition includes water availability, for example droughts and floods, water quality issues, legal risks and reputational risks. We provide a more detailed report about water risks in our CDP submission. Our businesses invest in initiatives to reduce water abstraction per tonne of product and increase their ability to reuse water for cleaning or cooling equipment or for irrigation before returning it to the environment. By reusing water, we reduce the amount which is abstracted in the first place. In 2021, we abstracted 864 million m3 ∆ of water which is a 2% increase compared with last year. Of the total water abstracted, 25% was reused within our operations before finally returning it to the watercourse. Our sites managed 127million m3 ∆ of waste water which was treated and then returned to the watercourse. This is an 11% increase compared with last year, which is a reflection of improved collection of this data as well as an increase in the amount of water brought onto our sites. Environmental compliance This year we received 15 environmental fines ∆ with a cost of £75,000 ∆ which fell within the reporting year. These were largely due to the treatment of waste water, management of on-site waste and dust. All the sites have addressed the issues and liaised with the local authorities and regulators to ensure standards are met. Waste generated (000 tonnes) and proportion recycled 9 9 9 9 8 8 7 7 7 7 0 0 6 6 3 3 2 2 5 5 8 8 5 5 5 5 7 7 1 1 ∆ ∆ 8 3 % 8 2 % 8 0 % 17 18 19 8 4 % 20 7 9 % 21 Scope 1 and 2 GHG emissions (000 tonnes CO2e) Quantity of packaging used (000 tonnes) 4 4 , , 2 2 4 4 3 3 4 4 , , 1 1 5 5 3 3 3 3 , , 9 9 9 9 3 3 3 3 , , 5 5 5 5 5 5 3 3 , , 1 1 6 6 1 1 ∆ ∆ 2 2 5 5 6 6 2 2 5 5 9 9 2 2 4 4 3 3 2 2 4 4 5 5 2 2 3 3 3 3 17 18 19 20 21 17 18 19 20 21 Energy consumption (GWh) and proportion from renewable sources Water abstracted (million m3) 2 2 3 3 , , 3 3 1 1 6 6 2 2 3 3 , , 2 2 1 1 6 6 2 2 3 3 , , 5 5 6 6 6 6 2 2 2 2 , , 8 8 7 7 7 7 2 2 1 1 , , 9 9 9 9 0 0 ∆ ∆ 8 8 3 3 7 7 8 8 1 1 1 1 8 8 8 8 0 0 8 8 4 4 7 7 8 8 6 6 4 4 ∆ ∆ 4 9 % 5 0 % 17 18 5 2 % 19 5 5 % 20 5 4 % 21 17 18 19 20 21 78 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 79 RESPONSIBILITY continued Our people Our people are exceptional. We benefit every day from the breadth of their backgrounds, ideas, opinions and skills. We invest in their development and prioritise their safety, health and wellbeing. We are focused on what really matters: • prioritising health, safety and wellbeing, because nothing matters more than our people. It is as simple and fundamental as that. We must keep them safe at work and support their health and wellbeing; • embracing diversity and encouraging equity and inclusion to break down barriers to talent and welcome talented people whatever their unique characteristics and irrespective of their ethnicity or race, religion, gender, age, nationality, sexual orientation, disability or socio-economic background; and • building engagement and supporting development, because people as proactive, passionate and productive as ours deserve to be heard and supported at every stage of their careers. Prioritising health, safety and wellbeing We want everyone who works for us to be, and feel, safe at work. Their health and wellbeing has been more important than ever during this second year of the COVID-19 pandemic. Loss of life in our operations is entirely unacceptable and we are deeply saddened to report two work-related fatalities this year ∆. We investigate all fatalities and serious accidents thoroughly, share the learnings with all our operations and take remedial action where possible to minimise the risk of such events recurring. Our approach to safety Keeping our people safe, including contractors and those affected by our activities, is a priority and the leadership team in every business is responsible for creating a culture that promotes safe working practices. All our businesses must comply with the Associated British Foods Health and Safety (H&S) Policy (www.abf.co.uk/responsibility) and work within the safety framework provided by the Group, against which business division and site-level safety performance is monitored, audited and remedial actions are tracked. We have many safety programmes in place to encourage our people to take responsibility for keeping themselves and their colleagues safe. In particular, this year we started a pilot programme to monitor the road safety of vehicles which transport our goods. We deliver a wide range of training on high-risk areas to ensure our people are equipped with robust safety knowledge. Our businesses invest in programmes to drive continuous improvements in standards for health and safety. This year, over £39m was invested in safety risk management, of which 24% was dedicated to COVID-19 safety measures for employees, customers and other visitors to our stores and manufacturing sites. Investments this year included improving working in confined spaces and at height, fire risk assessments and equipment upgrades, dust monitoring and air quality, improvements to lighting and safety signage and emergency first aid training. Our safety performance this year This year, 77% of our factories and retail operations achieved a year’s operation without any Reportable Injuries and 67% did not have an employee Lost Time Injury (LTI). In 2021, LTIs among employees decreased by 15% from 406 last year to 346 ∆. This equates to an LTI rate of 0.39% of full time equivalent (FTE) employees experiencing an injury that resulted in time off work. For contractors, the LTI rate for the year was 0.18%. There was also an 18% decrease in Reportable Injuries to employees from 306 in 2020 to 250 this year. This equates to 0.28% of our employees having a Reportable Injury. A healthy workforce extends beyond managing health and safety risks. Our holistic approach includes programmes to help employees, and in many cases their families, to maintain and improve their wellbeing. Sound mental health is an essential part of this and we continue to invest in programmes that raise awareness and provide practical assistance to our people. This has been an even greater priority during the pandemic. Health and safety fines During 2021, we received three safety fines ∆ with a cost of £67,000∆ which fell within the reporting year. All the businesses involved are required to report to Associated British Foods’ Group Safety and Environment Manager on when and how remedial actions are implemented. For more details on health, safety and wellbeing across our businesses, see our 2021 Responsibility Update and our ESG Insights for performance data. Number of employees Reportable injury rate (%) 1 1 3 3 7 7 , , 0 0 1 1 4 4 1 1 3 3 8 8 , , 0 0 9 9 7 7 1 1 3 3 2 2 5 5 9 9 0 0 , , 1 1 3 3 3 3 4 4 2 2 5 5 , , 1 1 2 2 7 7 , , 9 9 1 1 2 2 . . 0 0 6 6 3 3 . . 0 0 5 5 9 9 . . 0 0 5 5 4 4 . . 0 0 3 3 2 2 0 0 . . 2 2 8 8 17 18 19 20 21 17 18 19 20 21 Embracing diversity and encouraging equity and inclusion Our businesses benefit by embracing diversity, equity and inclusion (DEI). It widens their talent pools, makes them more attractive employers and connects them to the diverse communities they serve. Their DEI activities are underpinned by the ethos ‘no barriers to talent’. Many of our businesses have their own policies, programmes and teams in addition to our Group-wide initiatives. Our Group DEI Network brings together people from across the Group to share knowledge, best practices and ideas. We also provide unconscious bias training for people in our businesses. For details on diversity as it relates to the Board of the Company, please see page 108. Gender metrics We are delighted that 53% of the people we employ across our global business are women, which demonstrates the success of our various initiatives to achieve no barrier to talent. Among the most senior levels, reporting to the divisional chief executives and Group functional directors, our gender balance, as reported to Hampton Alexander, has remained at 23% women. We remain committed to increasing the diversity and inclusion within our workforce at all levels and will do this in a way that is right for our decentralised structure. Given our decentralised business model, many policies that foster diversity in the workforce are developed and delivered locally. We also operate initiatives across Associated British Foods to promote diversity and these include: • many of our managerial and professional women are invited to join ‘Women in ABF’, which meets three times a year providing a chance for networking, learning and support for personal career development. The group currently has over 900 members; • the Group DEI Network, through which representatives from across the business share knowledge and embed best practice into our core processes and unconscious bias training for people in our business; and • a two-way mentoring programme, through which more than 100 individuals from 13 countries have received mentorship and support from a senior leader in a business different to their own. Examples from across the Group: • AB Agri and George Weston Foods ran activities to support International Day for People with Disability as part of their ongoing programme. AB Agri also marked Purple Light Up, a UK-focused initiative, by turning the lights on its trucks and sites purple; • AB World Foods’ leadership team has an equal gender balance and 144 line managers have completed unconscious bias workshops; • Westmill Foods is offering 20 employees career coaching with senior leaders – with 75% of those being coached from under-represented groups. The business has also reduced its gender pay gap from 4.9% to 0.4% for 2021; and • George Weston Foods’ ‘Wear it purple day’ was attended by around 400 colleagues, helping to raise awareness and inclusion of LGBT+ people. Gender pay gap reporting Overall, the gender balance of ABF is fairly equal, with women making up 53% of our total global workforce. Consistent with previous years, we have chosen voluntarily to report on the gender pay gap that relates to our employee population in Great Britain as of 5 April 2021. However, more than half of our workforce is employed outside Great Britain and therefore not included in this Gender Pay analysis. Gender metrics Associated British Foods plc Board directors are not included in the table below. We currently have three women and six men on the Company’s Board. The Board are pleased that we now meet the requirements of both Hampton Alexander and the Parker Review. Grocery Sugar Agriculture Ingredients Retail Central Total Total employees* 15,815 31,960 2,622 6,344 70,667 504 127,912 Men in workforce 10,499 26,342 1,834 4,725 15,955 306 59,661 Women in workforce 5,316 5,618 788 1,619 54,712 198 68,251 * Full-time, part-time and seasonal/contractors. ** Includes directorships of subsidiary undertakings. See the ESG Insights for definitions. Percentage of workforce who are women 34% 18% 30% 26% 77% 39% 53% Number of senior management roles** 782 290 378 564 185 68 2,267 Number of men in senior management roles 494 200 218 401 111 50 1,474 Number of women in senior management roles 288 90 160 163 74 18 793 Percentage of senior management who are women 37% 31% 42% 29% 40% 26% 35% 80 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 81 RESPONSIBILITY continued Last year’s data excluded Primark employees because the majority were on the Government job retention scheme or had taken voluntary pay cuts at the reporting date. As a result, we have compared the 2021 numbers with the 2019 numbers, which are on the same basis, and have also reported the data for the Group without Primark to enable comparison with 2020. Group In the main, the pay gap remains similar to prior years. The overall Group pay gap is in favour of men as we have a significant number of female employees who work as retail assistants. 75% of roles in the lower quartile of the pay data are taken by women. Men on the other hand take up more of the highest-paid roles. One of our strengths is that the leaders of our businesses have detailed knowledge of every aspect of the organisations they lead. That knowledge often comes from many years in role. This is a Group with very long average tenure, which means that the gender balance at the top of the Group changes slowly. For example, Twinings has had two Managing Directors in 47 years and George Weston is only the fourth Chief Executive since ABF was founded in 1935. In those years since his appointment, there have been only two changes in his direct head office reports. Long tenure is not just at the leadership level. Across all of our businesses, there are numerous examples of colleagues who have spent years immersed in the details of our operations. Institutional memory is critical. We benefit from this tenure with a perspective on what will make the business successful over time. When opportunities do emerge for succession, we appoint the best person for the role, and when appropriate, bring in expertise from the outside to complement internal experience and knowledge. The greater presence of senior men in the bonus pool has a distorting effect on the mean bonus gap. The median bonus, as in previous years, demonstrates a gap in favour of women. This difference reflects the varying composition of bonuses across our different businesses, and the methodology of the Gender Pay calculation which includes long service awards and recognition awards. Recognition awards are typically smaller in quantum and given to men in the manufacturing environment. They are compared to bonuses for women in middle management. 2021 Gender Pay Gap Reporting ABF Group ABF Group (excluding Primark) Proportion of men and women in each pay quartile 2021 34.1% 24.3% 23.6% 36.0% 20.2 5.7 2019 34.2% Women’s mean hourly pay rate 28.0% Women’s median hourly pay rate 38.2% Women’s mean bonus pay rate 95.9% Women’s median bonus pay rate 20.9 % Men received bonus 6.3 % Women received bonus Key: 2021 5.4% 11.5% 23.7% 36.3% 40.8 57.0 2020 4.0% 8.8% 50.3% 79.4% 36.3 47.5 Higher than that of men Lower than that of men 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. Non-retail businesses In the non-retail businesses the pay gap remains in favour of women as we have a significant majority of male employees in the food businesses who work in a manufacturing environment. These employees are being compared to women who, on average, work in middle management. In our food businesses in Great Britain there are more women in the upper quartile than any other, however they remain underrepresented at the most senior level of the organisation. The bonus picture for these businesses is affected by the distorting effect of recognition awards mentioned previously. We are acting to address this gap at the top, both at Group level, for example by providing women with mentoring opportunities, and at local business level. In AB Agri for example, the ‘Good Recruitment Campaign’ uses a gender decoder to ensure that advertisements are suitable and appealing to all. They also offers a Women’s Sponsorship Programme aimed at their most talented women, and Thrive projects to allow all colleagues to share and develop their skills and build their networks on cross-functional projects. Primark Primark cares about the careers and wellbeing of their colleagues. The data for Primark for 2020 can be found on their website, and the 2021 data will also be shared online in April 2022, ahead of their reporting deadline. In Primark, roles have either a fixed rate of pay, or a scale, or a salary that is determined by a robust job evaluation system. At median we have no pay gap in Primark and at mean, the gap reflects the fact that over 90% of colleagues are retail assistants and supervisors, 75% of these colleagues being women. This means we have more women in junior roles than men. Our aim is to continue successfully to operate in a post-COVID world in a way that all colleagues, regardless of their gender, ethnicity or other characteristics can grow and progress in. As required by the UK Equality Act 2010 (Gender Pay Gap Information) Regulations 2017, we submit data for our relevant legal entities to the UK Government through its website. Upper 7 7 1 1 . . 8 8 % % 6 6 9 9 . . 3 3 % % 2 2 8 8 . . 2 2 % % 3 3 0 0 . . 7 7 % % Group Group ex-Primark Upper middle . . 5 5 3 3 5 5 % % . . 4 4 6 6 5 5 % % 7 7 2 2 . . 9 9 % % . . 2 2 7 7 1 1 % % Group Group ex-Primark Lower middle . . 8 8 0 0 3 3 % % . . 8 8 0 0 9 9 % % . . 1 1 9 9 7 7 % % . . 1 1 9 9 1 1 % % Group Group ex-Primark Lower 7 7 4 4 . . 8 8 % % 7 7 4 4 . . 3 3 % % 2 2 5 5 . . 2 2 % % Group Men 2 2 5 5 . . 7 7 % % Group ex-Primark Women Anti-Bribery and Corruption Policy Our values commit us to acting with integrity, meaning that compliance with relevant legislation is a given and we hold ourselves to higher ethical standards. Our Anti-Bribery and Corruption Policy and related procedures apply to all our people. They set out the behaviours and principles required and contain guidance on issues such as engaging new suppliers and other third parties and the giving and receiving of gifts, hospitality and entertainment. Our approach to governance is to respect not simply the letter, but also the spirit, of our policy and act always with integrity. To ensure the effective implementation of our policy and procedures, each business has its own designated Anti-Bribery and Corruption Officer and we have monitoring systems in place at various levels within the Group including global risk assessments. In addition, all relevant employees are required to complete an e-learning course on the subject when they join the Group and at regular intervals thereafter and those who work in higher-risk roles are required to attend regular face-to-face training. A copy of the ABF Anti-Bribery and Corruption Policy is available at: www.abf.co.uk/responsibility. Building engagement and supporting development We need to attract the most talented people available into our businesses and work with them throughout their careers with us. This means constantly engaging them in what we are doing and why, and providing them with opportunities to learn and grow as they develop their careers. Richard Reid, our designated Non- Executive Director for engagement with the workforce, has undertaken various meetings with employees over the last year in this role. Knowledge from these meetings and a formalised process for communicating information about the business-level workforce, are shared with the Board to keep them informed of employee issues including engagement and communication, learning and development, and safety and wellbeing. Effectively sharing information is key to our success here, whether via leadership updates and regular internal communications, such as emails, intranet or magazines, or employee town hall meetings where a two-way conversation is encouraged. We measure employee engagement through surveys which allow us to focus resources on the areas where improvement would generate the most benefit for our people. Our engagement programmes also include opportunities to celebrate our business successes, employee recognition schemes and social events. Corporate responsibility programmes play an important role too, by creating opportunities for our people to volunteer or raise money for good causes which are important to them. Across the Group, we invest in apprenticeships, graduate schemes, bursaries and training for young people, as well as extensive development programmes for promising talent, managers and leaders. These programmes are bespoke, ensuring they meet the specific needs of each business division. 82 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 83 RESPONSIBILITY continued Whistleblowing Policy Effective and honest communication is essential if wrongdoing is to be dealt with effectively. We are serious in wanting to hear from colleagues about any examples of malpractice. Our Whistleblowing Policy provided guidelines for people who feel they need to raise certain issues in confidence. It was designed to protect those raising a genuine concern, in line with the Public Interest Disclosure Act 1998 or other jurisdictional legislation. We had a whistleblowing telephone line which could be used by our people, or others, wherever they work in the world. Any contact made was disseminated to the senior management team responsible for investigating the issues raised. A thorough investigation was then undertaken and any remediation agreed. In the year to June 2021, 79 notifications were received, of which: • 21% were resolved, with outcomes ranging from reviews of processes and support for individual employees to, where necessary, termination of contracts; • 49% were unsubstantiated and required no action; and • 30% remain under investigation. Launched in September 2021, Speak Up is our new approach for reporting and dealing with concerns about inappropriate behaviour at work. This includes both a telephone line and a web reporting device managed by People Intouch. As previously, any contact made is disseminated to the senior management team responsible for investigating the issues raised. A thorough investigation is then undertaken and any remediation agreed. Our Speak Up Policy replaces the Whistleblowing Policy and is designed to protect our culture of fairness, trust, accountability and respect, encouraging effective and honest communication at all levels. Speak Up empowers our people to tell us whenever they see anything inappropriate, improper, dishonest, illegal or dangerous and ensures that their concerns will be handled confidentially and professionally. A copy of the ABF Speak Up Policy is available at: www.abf.co.uk/documents/ pdfs/policies/abf_speakup_policy.pdf. Our products, customers and communities We are united by our purpose to provide safe, nutritious, and affordable food, and clothing that offers great value for money. We also want to support the local communities in which consumers enjoy our products because their strength feeds our success. We are focused on what really matters: • product safety is non-negotiable, and increasingly consumers want products that support their health and overall sense of wellbeing, including their environmental and social expectations; • helping customers and consumers to cut their carbon emissions, from seeds that reduce the need for fertilisers to enzymes that enable clothes to be successfully washed at lower temperatures; • widening customer and consumer awareness, helping them make more informed choices about our products; and • adding value to local communities, because our stores, operations and products connect us to the places where consumers live and their strength feeds our success. Offering safe, nutritious and more sustainable products that consumers can afford As a Group that is proud to sell a range of food items and ingredients, we take seriously our responsibility to promote healthy diets and lifestyles. We do this in five main ways: Guaranteeing food safety Maintaining food safety and quality is a core part of our work, both across the Group and within our individual businesses. Each of our businesses has clear policies, procedures and the identification of individuals with responsibility for food safety as part of its quality management system. Product reformulation This is driven by customers’ specifications, consumers’ preferences, evolving legislation, supply chain availability and our own responsibility and sustainability agendas. A great example of proactive, health-supporting reformulation is Jordans Dorset Ryvita’s Good Food Commitment to make more naturally healthy food with minimally processed ingredients. All products are assessed against a recognised nutritional modelling profile to increase their fibre, wholegrain, fruit, nut and seed content while reducing added saturated fat, sugars and salt. More sustainable fashion Fashion is increasingly in the spotlight due to its environmental impact. Primark’s ambition is to make more sustainable fashion affordable for all, and they are doing this with a set of commitments that will transform the business to become more sustainable and circular over the next nine years. One of the three pillars of the sustainability strategy is ‘Product: Giving clothing a longer life’. Primark will change the way their clothes are made to ensure they are recyclable by design by 2027 and made from recycled fibres or more sustainably sourced materials by 2030. They will also put all items through more rigorous testing to make sure their clothing is made to last. Labelling our products We are transparent about the ingredients our products contain and their potential to be recycled. We understand that ‘transparency’ in this context means using language, graphics and icons that consumers understand. This can be challenging as labelling regulations vary from market to market and are evolving all the time. Our customers sometimes have their own ingredient labelling programmes for food, which can also add another level of complexity. Many products now carry recycling information and provenance details, including their point of origin and sustainability credentials. We have to incorporate this information alongside ingredients labelling on our product packaging, in ways that makes all elements visible and understandable. Packaging and plastics Packaging is essential for containing and protecting our products during transit and on the shelf and we remain committed to initiatives that improve recyclability and recycling rates, reduce volume and weight and avoid waste. In 2021, ABF used 233,000 tonnes ∆ of packaging. This is a 4% decrease compared with last year. Opportunities to use innovative, bio- based materials are limited, not least due to the strict regulations governing the materials that can be used in contact with food. However, we continue to explore potential new packaging solutions. We believe that all stakeholders need to work together to create the recycling infrastructure needed for a truly circular economy for plastics and welcome initiatives which encourage this development. In line with The UK Plastics Pact, signed in 2018, our UK Grocery businesses have committed to: • eliminate problematic and unnecessary single-use plastic packaging such as PVC and polystyrene; • have 100% recyclable, reusable or compostable plastic packaging; and • achieve 30% average recycled content in their packaging. Furthermore, in 2021 Primark removed 316 million units of single-use plastic from the business, including single-use labels and hangers. Kingsmill has started using recycled content in Kingsmill No Crusts 50/50 bread bags, a first for any bakery brand. Helping customers and consumers to cut their carbon emissions Our customers are increasingly looking to their suppliers to provide ways to reduce their carbon footprint. Our responses to this demand include seeds that reduce the need for fertilisers, and enzymes that enable clothes to be successfully washed at lower temperatures. At our Vivergo plant, near Hull in the UK, we are set to become one of Europe’s biggest bioethanol producers and the UK’s largest single-source supplier of animal feed. The UK and EU are committed to reducing emissions from transport through the Renewable Transport Fuel Obligation (RTFO) and Fuel Quality Directive, and sustainable biofuels will be the main approach for achieving this target. In September 2021, the UK Government introduced E10 petrol, a cleaner, greener fuel at UK petrol forecourts up and down the country. Vivergo Fuels’ production capacity will represent around one third of the current UK demands under the RTFO, contributing to a more diverse energy mix, and helping to tackle energy security and climate change. The inclusion of Vivergo bioethanol is anticipated to save more than 554,000 tonnes of CO2e emissions, equivalent to the emissions from more than 260,000 cars per year. Widening customer and consumer awareness A balanced diet is important to overall health and wellbeing. We want to help consumers to enjoy our products as part of a balanced diet. We also want to help to educate customers and consumers about the sustainability credentials of our products. Health education focused on food starts with the way we label our products, but we can also inform consumers through other communication and engagement channels. Some good examples of this include the Ryvita FibreFit campaign and AB Sugar’s Making Sense of Sugar campaign, which has recently been expanded to a global audience. Adding value to local communities Our operations, stores and people are part of local communities and we want to do the right thing for them. We add value directly through the products we provide for residents; as an employer; potential customer for local suppliers; and as a tax-payer. We also invest to help communities thrive through targeted social investments, financial donations and by giving products to charities and other organisations that benefit from them. This year UK Grocery donated around 316 tonnes of surplus food, equivalent to more than 747,000 meals for distribution to those in need through FareShare, while AB World Foods’ Leigh operation sent around 21,500 jars of sauce to food banks, local NGOs and workers in the NHS. For more details on our products, customers and communities, see our 2021 Responsibility Update and ESG Insights. 84 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 85 CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD) Climate-related Financial Disclosures (TCFD) We recognise that climate change is a material risk, posing challenges for some of our businesses worldwide and throughout our supply chains. We support policies that are aligned with the goals of the Paris Climate Agreement to limit the rise in global temperatures to well below 2 degrees Celsius above pre-industrial levels and to pursue efforts to limit the temperature increase even further to 1.5 degrees Celsius. The diversified nature of our businesses means we do not set Group targets. However, our most financially material businesses, which accounted for 73% of Group adjusted operating profit (and 69% of Scope 1 and 2 GHG emissions) – AB Sugar, Primark and Twinings – have all set emissions reductions targets appropriate to their operations. AB Sugar has a target of a 30% reduction in its end-to-end carbon emissions by 2030. Primark, where GHG emissions arise primarily in Scope 3, has targeted a 50% reduction across the value chain in absolute terms by 2030. Twinings has set a target of carbon neutrality from bush to shelf for tea and herbal infusions by 2030. We have made climate-related financial disclosures consistent with elements of the TCFD framework as our implementation progresses to enable us to assess and report our climate-related risks and opportunities. We have begun scenario analysis for those businesses where climate is likely to have the most material impact, as well as a groupwide analysis to identify where there is exposure across our other businesses that could be material. Governance The Board is responsible for overseeing climate-related issues. The governance process is set out in the table below. The Board receives an annual update from the Group Corporate Responsibility Director and the Chief People and Performance Officer on environmental issues, which includes climate-related topics. Specific and routine Board agenda items also address environmental issues. Each business also updates the Board regularly on key issues which may include climate-related matters: • in January, the Board approved Vivergo’s plan to recommission its bioethanol facility in Hull to help meet the demand for increased bioethanol inclusion in UK petrol supplies; and • Primark reported to the Board in June 2021, on detailed plans for reducing Primark’s carbon footprint. The Audit Committee and the Board have received specific briefings on climate change matters and on TCFD. Further briefings will be provided as appropriate. We have engaged external experts to support our TCFD programme and established a steering committee to oversee its governance. Given that climate change runs across all businesses and functions, the steering committee includes senior group functional representation from Corporate Social Responsibility, EHS, Finance, Risk Management and Corporate Affairs, together with senior representation from AB Sugar and Primark. The Director of Legal Services and Company Secretary has overall accountability to the Chief Executive for corporate responsibility issues and acts as the focal point for communications to the Board and with shareholders on corporate responsibility matters. The Group Corporate Responsibility Director, who reports to the Director of Legal Services and Company Secretary, is responsible for monitoring climate- related activities across the Group and for reviewing the robustness of external non-financial targets set by each of our businesses. She leads the Corporate Responsibility Hub, which supports all our businesses on environmental and human rights issues and brings together all the professionals in our businesses working in these areas to share knowledge and best practice. Continuous oversight and support by Group Executive and the Board Director of Legal Services and Company Secretary Chief People and Performance Officer Group Corporate Responsibility Director Grocery Sugar Agriculture Ingredients Retail Outline action plan for 2022 Scenario analysis Outputs Model impacts using 4º Celsius and well below 2º Celsius scenarios • Quantify risks and opportunities Physical risks/opportunities • Cotton, sugar, tea • Review impacts of climate on Group locations • Assess other potentially material climate impacts • Assess resilience of divisional strategies to hypothetical scenarios • Refine climate mitigation/adaptation actions • Define key metrics Transition risks/opportunities • lmpact of carbon taxes in <1.5º, <2º and <3º Celsius scenarios • Assess other potentially material climate impacts We decided to do a deep dive into businesses where climate change is likely to have the most material impact on the Group – Primark, AB Sugar and Twinings. We will focus in particular on agriculture where risks can be more challenging to mitigate. We will undertake a review of risks and opportunities in other divisions. 2025 (short term), 2030 (medium term), 2050 (long term) The Chief People and Performance Officer, who reports to the Chief Executive, is responsible for measuring and reporting our environmental performance. Strategy and action Climate change, with its associated risks and opportunities, is not a new issue. It has long been important to us and our stakeholders. Although we have not previously completed formal scenario analysis, taking action to address the effect of material climate change impacts has been embedded into our businesses as part of normal commercial decision- making. Primark’s longstanding Sustainable Cotton Programme and the assessment of drought risk to the wheat supply in our Australian bakery business are just two examples. This year, we engaged formally with each business on TCFD, building on existing awareness and action on climate change issues. To better understand how the potential long-term impacts of climate change might affect our businesses, our performance and our balance sheet, this year we began scenario analysis, engaging the support of third-party experts. We decided to undertake a detailed assessment of climate risks and opportunities in Primark, AB Sugar and Twinings as the businesses where climate change is likely to have the most material impacts. These three businesses comprise in aggregate 73% of adjusted operating profit, 69% of Scope 1 and 2 emissions and 97% of water usage. We will also perform a review of our other businesses to ensure we capture material risks and opportunities. Risk management The Board is responsible for all risk- related matters including climate risk. Climate risk has been identified as a material risk, recognising the impact it may have on our business in the short, medium and long term (2025, 2030 and 2050, respectively). We operate a diversified and decentralised business model. The process for identifying, assessing and managing climate-related risks is the same as for other risks and sits with the business where the risk resides. The Group undertakes an annual assessment to identify and assess material risks. These risks, including climate risks, are collated and reviewed at both a business and divisional level, and then reported to the Director of Financial Control who reviews the key risks with the Board. The Board also monitors the Group’s exposure to risks as part of performance reviews with the businesses. Metrics and targets The high level of diversity across our businesses means that it is not appropriate to set groupwide targets for different elements of climate change risk. Our businesses are responsible for setting targets appropriate to their specific business and taking action to achieve these. Primark has completed significant work on identifying its material Scope 3 emissions, which have been assured by the Carbon Trust. Primark reports on this for the first time this year. Our latest emissions figures can be found on page 78. Primark has recently launched its market-leading sustainability strategy, Primark Cares. Primark’s primary commitments (including those on climate change) are set out below: • Primark will halve its absolute carbon footprint by 2030 across the whole supply chain; • Primark will be carbon neutral in its own operations by 2025; • Primark’s Sustainable Cotton Programme will use regenerative agricultural practices by 2030; and • by 2030, Primark will reduce the aggregate water footprint of new products sold by 30% as part of a broader water management strategy. AB Sugar has committed to reduce its end-to-end supply chain water and CO2 footprints by 30% by 2030 compared to 2019. By 2030, Twinings will make all tea and herbal infusions carbon neutral from bush to shelf. We will continue to build our understanding and take action to manage the risks and opportunities that will come as a result of decarbonising economies and the physical impacts of climate change. 86 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 87 PRINCIPAL RISKS AND UNCERTAINTIES Managing our risks 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. These disciplines remain effective as we continue to navigate our way through the ongoing challenges resulting from COVID-19 and the changing risk landscape as the world starts to emerge from the pandemic. 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 sustainable growth and long-term shareholder value. However, as with any business, risks and uncertainties are inherent in our business activities. These risks may have a financial, operational or reputational impact. The Board is accountable for effective risk management, for agreeing the principal, including emerging, risks facing the Group and ensuring they are successfully managed. The Board undertakes a robust annual assessment of the principal risks, including emerging risks, that would threaten the business model, future performance, solvency or liquidity. 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. 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. Our businesses perform risk assessments which consider materiality, risk controls and specific local risks relevant to the markets in which they operate. The collated risks from each business are shared with the respective divisional chief executives who present their divisional risks to the Group Executive. Emerging risks are identified and considered at both a Group and individual business level, with key management being close to their geographies. These risks are identified, as part of the overall risk management process, through a variety of horizon-scanning methods including geopolitical insights; ongoing assessment of competitor activity and market factors; workshops and management meetings focused on risk identification; analysis of existing risks using industry knowledge and experience to understand how these risks may affect us in the future; and representation and participation in key industry associations. The Group’s Director of Financial Control receives the risk assessments on an annual basis and, with the Finance Director, reviews and challenges them with the divisional chief executives, on an individual basis. These discussions are wide-ranging and consider operational, environmental and other external risks. 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, Procurement 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 combination of these perspectives with the business risk assessments creates a consolidated view of the Group’s risk profile. A summary of these risk assessments is then shared and discussed with the 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, which include emerging risks, and mitigating activities identified through the risk assessment exercise. 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 and the Board confirms the Group’s principal risks. These are the risks which could prevent the Group from delivering its strategic objectives. 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 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 Audit Committee on behalf of the Board conducted reviews on the effectiveness of the Group’s risk management processes and internal controls in accordance with the 2018 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 maintained and that key and emerging risks are being appropriately identified and managed. COVID-19 Effective communication both within our businesses and across the Group has ensured that our food businesses continued to operate, providing safe, nutritious and affordable food to customers. Primark’s leadership demonstrated agility in responding to store activities being restricted at short notice. In addition, its effective planning ensured that the UK stores were well prepared for a safe reopening from 12 April. COVID-19 has resulted in increased volatility and uncertainty in almost all of our markets, particularly the UK, Europe and the US, where there is a high risk of inflation impacting on energy, commodities and wages. During the year, changes in public health measures in our major markets to control the spread of COVID-19, and the Delta variant in particular, have impacted both our customers and employees. Whilst the UK now has an advanced vaccination programme and the majority of COVID-19 restrictions have been lifted, the outlook is currently more mixed in a number of countries in which we operate. For example, there continue to be ongoing lockdowns in place across Australia and New Zealand. In addition, our retail business continues to adapt to localised restrictions and special arrangements for shoppers in some of our markets, for example in Portugal and Slovenia. As the world starts to emerge from the COVID-19 pandemic, there are continuing impacts our consumers, customers, retailers, suppliers and our employees. Across a number of our businesses, there is the risk of increased pressure on the supply chains resulting from labour shortages as economies reopen which are exacerbated by employee health and safety concerns. The closure of the Suez Canal in March compounded some supply chain challenges that resulted from the pandemic and increased buying as economies have reopened. We have contracts in place for major parts of our business to ensure that we have the cost, stability and interim security of volumes in the volatile inbound market. Our businesses are reliant on the availability of skilled HGV drivers. Whilst there is currently a shortage of drivers in other parts of Europe, the USA and Australia, the situation has been exacerbated in the UK as a result of the EU exit. We continue to work closely with our major carriers and logistics partners to minimise supply chain disruption. The situation remains fluid and is being closely managed and monitored. Throughout the pandemic, the Audit Committee, on behalf of the Board has provided ongoing support and challenge to management’s processes and internal controls. Numerous lessons have been learnt and we have developed a flexible set of possible responses that are ready to be deployed in the event of further restrictions being imposed, whether that be locally, regionally or globally. EU exit Our businesses were well prepared for the end of the Brexit transition period and we have seen no material disruption to our supply chains. We have experienced a small increase in the administrative costs of trading and in limited cases duties related to our trading with the EU. Regulatory changes Our businesses are facing a large number of regulatory changes over the coming years with new requirements being developed in a number of areas including the Task Force on Climate-related Financial Disclosures (TCFD), Environmental, Social and Governance (ESG), extended producer responsibility regarding packaging and plastics and the potential requirements resulting from the BEIS White Paper: Restoring Trust in Audit and Corporate Governance. For each of these areas, groupwide initiatives are well advanced to meet the specific requirements. The extent of change will have an impact on the capacity of management at the time when they are dealing with the ongoing challenges resulting from COVID-19, alongside the day-to-day growth of our businesses. Environment We have a clear sense of social purpose: it exists to provide safe, nutritious and affordable food, and clothing that is great value for money. We are set on a mission: to continue to make food and clothes available and affordable and also carbon neutral as quickly as we can. The people in our businesses are motivated by the excitement that comes from driving social and environmental improvement. ESG isn’t simply a matter of risk mitigation. ESG factors, including the potential implications of climate change, are considered as part of our well-established risk management framework and they also frame opportunities for our businesses to become better. Our leaders are empowered to include the prioritisation of mitigation of environmental impacts as a central aspect of their business plans, sharing learnings from the leaders in other Group businesses and from the Group and applying industry best practice. The Board reviews each business segment in depth every year, and ESG factors are central to the analysis and discussion. Our culture and values, and particularly our devolved decision-making model, empower the people closest to risks to make the right judgements to mitigate risks. In respect of ESG, each of our businesses has prioritised and is devoting most resources to those ESG factors which are of greatest relevance and will make the greatest long-term difference. They are also challenged by the centre through detailed reviews of the Group’s environmental performance, health and safety performance, and its diversity, equity and inclusion and workforce engagement programmes. Our principal risks and uncertainties The directors have carried out an assessment of the principal risks facing the Group, including emerging risks, 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. The Group is exposed to a variety of other risks related to a range of issues such as human resources and talent, community relations, the regulatory environment and competition. These are managed as part of the risk process and a number of these are referred to in our 2021 Responsibility Update. Here, we report the principal risks which 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 2020’ describe our experience and activity over the last year. 88 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 89 PRINCIPAL RISKS AND UNCERTAINTIES continued External risks Movement in exchange rates 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. Mitigation Our businesses constantly review their currency exposures and their hedging instruments and, where necessary, ensure appropriate actions are taken to manage the impact of currency movements. Board-approved policies require businesses to hedge all transactional currency exposures and long-term supply or purchase contracts which are denominated in a foreign currency, 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 26 to the financial statements for more information). Changes since 2020 Sterling strengthened against most of our trading currencies this year, resulting in a loss on translation of £36m. Primark covers its currency exposure on purchases of merchandise denominated in foreign currencies at the time of placing orders, with an average tenor of Primark’s hedging activity of between three and four months. There was a positive transactional effect from changes in the US dollar exchange rate on Primark’s largely dollar-denominated purchases for the year in aggregate. The strengthening of sterling against our major trading currencies during the financial year has largely been a result of better certainty with the EU exit completion at the end of 2020 and improved confidence as the UK’s roadmap out of the COVID-19 lockdown was developed and restrictions subsequently eased. 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. The commercial implications of commodity price movements are continuously assessed and, where appropriate, are reflected in the pricing of our products. Mitigation The Group purchases a wide range of commodities in the ordinary course of business. We constantly monitor the markets in which we operate and manage certain of these exposures with exchange traded contracts and hedging instruments. Changes since 2020 Commodity price inflation has been a global factor throughout the year. A number of our food and agriculture businesses have seen increases in energy and agricultural commodity prices in the latter part of the financial year, with expectations of further increases in the new financial year. The price of corn oil, in particular, has increased, impacting profit margins in ACH. Energy prices, particularly in the UK and Europe, have recently increased materially as a result of significant market uncertainty. Businesses continue to manage price risk under their existing risk management frameworks and, where appropriate, reflect this in pricing of products. Sugar prices in Europe and Africa have increased during the year, with a positive impact on profitability. Operating in global markets Context and potential impact Associated British Foods operates in 53 countries with sales and supply chains in many more, so we are exposed to global market forces; fluctuations in national economies; societal unrest and geopolitical uncertainty; a range of consumer trends; evolving legislation and changes made by our competitors. 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. Mitigation 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 outcomes. By their nature socio-political events are largely unpredictable. Nonetheless our businesses have detailed contingency plans which include site-level emergency responses and improved security for employees. 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. Changes since 2020 COVID-19 has resulted in increased volatility and uncertainty in a number of our markets, particularly the UK, Europe and the US, where there is a high risk of inflation impacting on energy, commodities and wages. There is continued uncertainty as a result of the COVID-19 pandemic. Authorities continue to impose restrictions on both a regional and local basis. High inflation continues to be a challenge for our yeast and bakery ingredients business based in Argentina. Fifteen new Primark stores were opened in the year including our first store in Czechia. Health and nutrition Context and potential impact Failure to adapt to changing consumer health choices or to address nutrition concerns in the formulation of our products, related to consumer preferences or government public health policies, could result in a loss of consumer base and impact business performance. Mitigation Consumer preferences and market trends are monitored continually. Recipes are regularly reviewed and reformulated to improve the nutritional value of our products. All of our grocery products are labelled with nutritional information. We actively consider consumer health in the context of brand development and merger and acquisition activity, for example, the launch of the Twinings wellness range. Branded grocery acquisitions over the past decade include Acetum, producers of Balsamic Vinegar of Modena, that is typically consumed as Operational risks Workplace health and safety Context and potential impact Many of our operations, by their nature, have the potential for loss of life or workplace injuries to employees, contractors and visitors. We are saddened that since the start of the pandemic in March 2020, we have lost 43 colleagues to COVID-19. We deeply mourn their passing and our hearts go out to their families and colleagues. Mitigation Safety continues to be one of our main priorities. The chief executives of each business, who lead by example, are accountable for the safety performance of their business. Our Health and Safety Policy and Practices are firmly embedded in each Increased Unchanged Decreased an accompaniment to salads; and Dorset Cereals, producers of high-fibre breakfast cereals made from whole grains and dried fruits, nuts and seeds. Our brands develop partnerships with other organisations to promote healthy options, for example, Ryvita has partnered with Cancer Research UK on a campaign to promote fibre consumption in the UK. Before COVID-19, our specialist sports- nutrition brand HIGH5 typically supported over 600 events which promote exercise across the UK each year, helping over 500,000 people improve their fitness levels. These events are predominantly promoted online, and HIGH5 assists in this promotion by highlighting events on its website and via social media in conjunction with nutritional advice. We invest in research with experts to improve our understanding of the science and societal trends. Changes since 2020 Our Sugar and Grocery businesses have invested in communication linked to nutrition and health during the year to help consumers make informed choices about their diet. Notable examples include the Ryvita ‘Fibre Fit’ campaign in the UK, through which the business has continued to engage over 50,000 consumers in relation to the benefit of a high-fibre diet. In addition, our Sugar business’s campaign ‘Making Sense of Sugar’ has continued to develop into a global platform. The aim is to provide factual information based on robust science to help inform and educate people about sugar and the role it can play as part of a healthy balanced diet. Our businesses continue to assess the nutritional content of their products on an ongoing basis; and engage with stakeholders, directly and through trade associations, in relation to nutrition science and changes to the regulatory and consumer operating environment. business, supporting a strong ethos of workplace safety. conducted thorough root cause analyses and have implemented safety changes. We have a continuous safety audit programme to verify implementation of safety management and support a culture of continuous improvement. Best practice safety and occupational health guidance is shared across the businesses, co-ordinated from the corporate centre, to supplement the delivery of their own programmes. Changes since 2020 The safety performance of the Group is reported in the 2021 Responsibility Update at www.abf.co.uk/responsibility. We are saddened to report that in the year there were two work-related fatalities in our southern Africa sugar operations. Our businesses have This year over £39m was invested in reducing the safety and health risks across a wide range of operational hazards. As part of this, we invested £9.3m dedicated to COVID-19 safety measures for employees, customers and other visitors to our stores and manufacturing sites. A Group-level steering committee has shared best practice for minimising the risk of infection across all of our businesses. In Illovo, we launched a Group Vaccination Roll-out Campaign which has seen almost 20,000 employees, dependants, growers and community members vaccinated against COVID-19 to date. We plan to continue the campaign in the coming months to reach many more. 90 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 91 PRINCIPAL RISKS AND UNCERTAINTIES continued Operational risks continued Product safety and quality Context and potential impact As a leading food manufacturer and retailer, it is vital that we manage the safety and quality of our products throughout the supply chain. Mitigation Product safety is put before economic considerations. We operate strict food safety and traceability policies within an organisational culture of hygiene and product safety to ensure consistently high standards in our operations and in the sourcing and handling of raw materials and garments. Food quality and safety audits are conducted across all our manufacturing sites, by independent third parties and customers, and a due diligence programme is in place to ensure the safety of our retail products. Our sites comply with international food safety and quality management standards and our businesses conduct regular mock product incident exercises. specifications in line with, and in some instances above, legal requirements. Primark continues to drive and improve product performance for quality and compliance purposes through its product approval processes, in country inspections centres and management of its supply base. All businesses set clear expectations of suppliers, with relevant third-party certification or other assessment a condition of doing business. Product testing and trials are undertaken as required and where bespoke raw materials are purchased, the businesses will work closely with the supplier to ensure quality parameters are suitably specified and understood. All Primark’s products are tested to, and must meet, stringent product safety Changes since 2020 We did not have any major product recalls. Businesses have continued to define and refine KPIs in this area. Breaches of IT and information security Context and potential impact To meet customer, consumer and supplier needs, our IT infrastructure needs to be flexible, reliable and secure to allow us to interact through technology. 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 cyber-threats such as computer viruses and the loss or theft of data. There is the potential for disruption to operations from data centre failures, IT malfunctions or external cyber-attacks. Mitigation In parallel to building IT roadmaps and developing our technology systems, we invest in developing the IT skills and capabilities of our people across our businesses. We continue to actively monitor and mitigate any cyber-threats and suspicious IT activity. We have established Group IT security policies, technologies and processes, 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 and are adequately tested. Technical security controls are in place over key IT platforms with the Chief Information Security Officer (CISO) tasked with identifying and responding to potential security risks. Changes since 2020 As the number of employees working at home as a result of COVID-19 restrictions remains high, the impact on the delivery of IT services and the need for increased information security has been enveloped into our daily practices. There is an ongoing programme of investment in both technology and people to enhance the longevity of our IT environments for both on-site and remote working. To maintain the support for seamless homeworking we continue to modify our IT infrastructure, manage bandwidth with our telecommunications partners and improve our collaboration tools. The extent of remote working has increased the risk of users falling victim to phishing attacks because users rely primarily on email communication. We have an ongoing phishing testing regime and there is regular communication with all users to remind them of the risks. We have raised the level of monitoring for phishing attempts and other security threats. In addition, we have issued security awareness advice on secure homeworking best practices. As cybersecurity risks evolve, we continue to invest in our security capabilities at a Group level and across the businesses allowing us to more effectively detect, respond to and recover from disruptive cyber-threats. We have improved and developed the existing disciplines to ensure that user devices are regularly patched and upgraded to reflect changing IT security threats. Revised guidance for laptop and desktop patching has been issued to all businesses to ensure that systems are up to date and secure. During the year we have reviewed and tested IT disaster recovery plans across the businesses. Our use of natural resources and managing our environmental impact Context and potential impact Our businesses and their supply chains rely on a secure supply of finite natural resources, some of which are vulnerable to external factors such as natural disasters and climate change and others are vulnerable based on the operational choices we take. Our material environmental impacts come from fuel use, energy use and agricultural operations giving rise to greenhouse gas emissions, use of land related to agricultural operations, the abstraction and management of water in water- stressed areas and waste which is not yet eliminated at source, reused or recycled, including single-use plastics. Our businesses and supply chains operate in many areas subject to climate change risks and opportunities as we transition to a lower-carbon world. Our ongoing success depends on mitigating these risks and making the most of the opportunities. In our assessment of climate-related business risks, we recognise that the cumulative impacts of changes in weather and water availability could affect our operations at a Group level. The diversified and decentralised nature of the Group means that mitigation or adaptation strategies are considered and implemented by individual businesses and divisions. Our operations generate a range of emissions such as dust, wastewater and waste which, if not controlled, could pose a risk to the environment and local communities, potentially creating risk to our licence to operate and resulting in additional costs. Mitigation We continuously seek ways to improve the efficiency of our operations, using technologies and techniques to reduce our use of natural resources and subsequent impact on the environment. Climate change, with its associated risks and opportunities, is not a new issue. It has long been important to us and our stakeholders. We have considered some of these issues for many years as part of normal commercial decision-making, for example Primark’s long-standing Sustainable Cotton Programme, the assessment of drought risk to the wheat supply in our Australian bakery business, and long-standing progress in reducing energy in sugar refining. It is not a separate and parallel discipline; it is already part of the ordinary course of business and we are working to understand and improve this further. The Board receives a formal update from the Group Corporate Responsibility Director, the Chief People and Performance Officer and the Group Safety and Environment Manager on environmental issues annually including on GHG emissions and carbon management. In addition, environmental issues are addressed as part of both specific and routine Board agenda items. As an example, Primark reported to the Board in June 2021 on its carbon reduction footprint. The Audit Committee and the Board have received specific briefings on climate change matters and on our approach to achieving TCFD compliance. We have engaged external experts to support our TCFD implementation and established a steering committee to oversee its governance, which reports to the Audit Committee. The steering committee comprises senior functional leaders from Corporate Social Responsibility, Environment, Finance, Risk Management, Corporate Affairs and HR, together with senior representation from AB Sugar and Primark. Our packaging and product design teams are working together to address the use of single-use plastics and scale up innovative solutions to the environmental impacts of single-use plastic. Our businesses aim to be a good neighbour within their local communities. Aspects of this include the monitoring and management of noise, particle and odour pollution and community engagement. Where possible, our businesses implement circular economy principles to use more from less and continuously seek ways to recycle or reuse all waste materials. AB Sugar and AB Agri have set commitments for their own operations and supply chain to improve sustainability performance. Primark is committed to the Textiles 2030 Initiative, to accelerate the whole fashion and textiles industry’s move towards circularity and system change in the UK. Through Primark’s Sustainable Cotton Programme we have committed to train 160,000 farmers in more sustainable farming methods by 2022. This is a significant commitment towards helping Primark fulfil our long-term ambition of ensuring all the cotton used in our supply chain is sustainably sourced. Changes since 2020 The environmental performance of the Group is reported in the 2021 Responsibility Update at www.abf.co.uk/ responsibility. This year, we began engaging formally with each business in respect of TCFD, building on existing awareness of climate change issues. This will continue in the coming year until full reporting under TCFD begins for ABF in 2022 and thereafter on an ongoing basis. We are currently reviewing the governance of climate-related risks and opportunities to ensure the Board is enabled to fully consider these while setting our strategy and overseeing major decisions. To better understand how the potential long-term impacts of climate change might affect our businesses, our performance and our balance sheet, this year we began scenario analysis. Our overall focus is on the specific businesses and raw materials with the greatest identified climate risk exposure, and those that offer the greatest transition opportunities. We identified Primark, AB Sugar and Twinings as the businesses with the most material climate-related risks and opportunities. In 2020, these three businesses comprised in aggregate 73% of adjusted operating profit, 69% of Scope 1 and 2 emissions and 97% of water usage. This year, we also performed a high-level exercise to establish an overview of our Scope 3 emissions. These same three businesses comprised a significant proportion of those emissions. Further details can be found on page 78. 92 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 93 PRINCIPAL RISKS AND UNCERTAINTIES continued VIABILITY STATEMENT AND GOING CONCERN Operational risks continued Viability statement and going concern Our use of natural resources and managing our environmental impact continued We continued to focus on improving our energy efficiency and optimising the use of renewable energy sources with 54% of energy used this year coming from renewables, mainly from a biomass- based fuel. This year 79% of the waste materials generated by our businesses’ operations was sent for recycling, recovery or other beneficial uses. Twinings in the UK is a carbon neutral business thanks to energy efficiency projects and the greater use of renewable energy. GWF achieved its GHG and water reduction targets of 20% reduction by 2020, against a 2010 baseline as set by the Australian Food & Grocery Council. As a Group we continue to develop our single-use plastic packaging solutions to align with future environmental packaging legislation in local geographies whilst balancing the needs to minimise food waste and carbon emissions with food safety and integrity at the core. Our UK grocery business is a signatory to the Courtauld Commitment 2025 as well as the UK Plastics PACT, a collaborative initiative delivered by WRAP, that will create a circular economy for plastics. GWF is a member of the Australian Packaging Covenant Organisation (APCO) and has committed that by 2025 its packaging will be designed to be 100% recyclable, reusable or compostable to help ‘close-the-loop’. Primark launched the Primark Cares sustainability strategy focused on People, Planet and Product with targets of halving its carbon footprint across our entire Primark value chain by 2030 and changing the way we make clothes to ensure they are recyclable by design by 2027 and, by 2030, made from recycled fibres or more sustainably sourced materials. Additionally, we will eliminate single-use plastics and all non-clothing waste by 2027 and already work with cotton farmers to deliver better soil health, biodiversity and water quality in the regions where our cotton is grown. We report our approach to climate change, water and deforestation risk on an annual basis via CDP at www.cdp.net. Our supply chain and ethical business practices Context and potential impact As an international business we understand that we have both a role to play in delivering on the UN sustainable agenda and also that we are expected to abide by internationally agreed rules of business conduct. Doing so means we are managing risks to our business and to all those involved in our supply chains, and so we expect that our supply chain partners will work within the same framework as us. We work with our supply chain partners to help them meet our standards of acceptable working conditions, financial stability, ethics and technical competence. Potential supply chain and ethical business practice risks include: • the vulnerability of workers in our supply chains and the amplification of this as a result of the ongoing impacts of COVID-19; • inconsistent adoption of a rigorous human rights due diligence approach across the Group; and • low transparency of Group human rights impact. Mitigation Our businesses ask their suppliers to work in line with recognised standards, including the UN Guiding Principles on Business and Human Rights, International Labour Organization’s Declaration on Fundamental Principles and Rights at work and our Supplier Code of Conduct. This code, which incorporates the Ethical Trading Initiative Base Code, underpins any relevant policies or standards the businesses set themselves. We have developed a groupwide online training module about modern slavery to help accelerate awareness-raising and give businesses the tools to train people. Primark has strengthened our policies around modern slavery and published a revised Supplier Code of Conduct. This is a combination of the ABF Group Code of Conduct and the Base Code of the Ethical Trading Initiative, of which Primark is a member. Our new Code is tailored specifically to some of the risks Primark perceives in our supply chains. We are internationally recognised for our ethical trade programme. More information is available at https://corporate.primark.com/en. Twinings uses a comprehensive Community Needs Assessment Framework, which has been developed in consultation with expert organisations to help understand what supply chain communities really need. In addition to human and labour rights, it covers housing, water and sanitation, health and nutrition, gender and children’s rights, land rights, farming practices and more. Primark, Twinings and AB Sugar have all produced interactive sourcing maps to better understand and address the challenges in their supply chain operations. Primark’s map shows suppliers’ production sites covering 95% of Primark products for sale in stores: https://corporate.primark. com/en/our-approach/our-standards/ global-sourcing-map. Twinings’ map outlines where we source tea and ingredients: https://www. sourcedwithcare.com/en/our-approach/ sourcing-map. AB Sugar’s map outlines where we grow, source and export sugar: www.absugar. com/sourcing-map. Changes since 2020 Our Modern Slavery and Human Trafficking Statement 2021, together with the steps we take to try to ensure that any forms of 94 Associated British Foods plc Annual Report 2021 modern slavery are not present within our own operations or supply chains, are reported in detail in the 2021 Responsibility Update at www.abf.co.uk/responsibility. In June 2021, the UK Government’s Business Against Slavery Forum coalition hosted a Ministerial Forum at which the chief executives of member companies discussed relevant issues with ministers. Our Chief Executive, George Weston, attended this event and contributed to discussions on several themes, including the UK Government’s forthcoming Modern Slavery Strategy Review, the challenges involved in modern slavery due diligence and how to harness the power of transparency and other levers for positive change. AB Agri’s Human Rights Policy addresses modern slavery and other issues in line with the Universal Declaration of Human Rights. AB Sugar have further developed their modern slavery policy and created their ‘We Listen, We Act, We Remedy’ toolkit. Primark has reviewed and updated their Code of Conduct, strengthening the requirements that guard against forced labour and adding a new clause that requires all their suppliers to have effective grievance procedures for workers in place. Twinings published their Human Rights Policy in 2021. Twinings set a target in 2016 to positively impact 500,000 people through Sourced with Care. The programme has now reached almost 544,000 people and delivered lasting change. Viability statement 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 business sets a strategic planning time horizon appropriate to its activities and 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 88 to 94 could have on future performance, solvency or liquidity of the Group and its resilience to threats to its viability posed by severe but plausible scenarios. 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 exhaust its available liquidity; 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. We considered actions which could damage the Group’s reputation for the long term, macro-economic influences such as fluctuations in commodity markets, and climate-related business risks. Specific consideration has been given to the potential ongoing risks associated with COVID-19. These risks include its impact on Primark’s trading performance and to a lesser extent our ability to run our factories efficiently with the potential for disruption through shortage of labour or logistical issues caused by port constraints. At the year end the Group had gross cash of £2,307m and £1,088m of undrawn committed Revolving Credit Facilities (RCF) which together provide some £3,395m of liquidity. In August 2020, a two-year extension to the Group’s RCF was agreed with its relationship banks extending the maturity of the facility to July 2023. During the course of this assessment all of the £297m of outstanding private placement notes will mature and the RCF will require refinancing. It is the opinion of the Board based on the credit rating and the strength of the balance sheet that this facility can be renewed, and that substantial further funding could be secured should the need arise. Events of COVID-19 and the last year show that there was a value in having sufficient financial resources and credit strength to manage the operational challenges faced across our businesses. ABF has sought an external validation of our credit strength and the A grade credit rating from S&P Global reflects this. The diversity of the Group is such that we have some 60 different businesses operating in different markets, sectors, customers, geographies and products. The importance of food production has been highlighted by recent events and the resilience of the Group has been demonstrated by our ability to ensure the continuity of the food supply chain. While the principal risks considered all have the potential to affect future performance, none of them are considered individually or collectively likely to give rise to a deterioration in trading to a level that might threaten the viability of the Company for the period of the assessment. The Group has a track record of delivering strong cash flows, with in excess of £1bn of operating cash being generated in each of the last ten years. This has been more than sufficient to meet not only our ongoing financing obligations but also to fund the Group’s expansionary capital investment. Even in a worst-case scenario, with risks modelled to materialise simultaneously and for a sustained period, the possibility of the Group having insufficient resources to meet its financial obligations is considered extremely 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 14 September 2024. Going concern After making enquiries, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the consolidated financial statements. The forecast for the going concern assessment period to 28 February 2023 has been updated for the business’s latest trading in October and is our best estimate of cashflow in the period. Having reviewed this forecast and having applied a downside sensitivity and performed a reverse stress test, we consider it a remote possibility that the financial headroom could be exhausted. At the full year, the Group had net cash before lease liabilities of £1,901m and had an undrawn, committed RCF of £1,088m for the coming year. The directors have satisfied themselves that the RCF is available for at least the going concern assessment period, having assessed the Group’s projected compliance with the remaining terms and covenants of these facilities. Events of COVID-19 and the last year show that there was a value in having sufficient financial resources and credit strength to manage the operational challenges faced across our businesses. ABF has sought an external validation of our credit strength and the A grade credit rating from S&P Global reflects this. In August 2020, a two-year extension to the Group’s RCF was agreed with its relationship banks, extending the maturity of the facility to July 2023. Whilst this maturity date is beyond the going concern assessment period, it is the opinion of the Board, based on the credit rating and the strength of the balance sheet, that this facility can be renewed, and that substantial further funding could be secured should the need arise. In reviewing the cash flow forecast for the period, the directors reviewed the trading for both Primark and the non-Primark businesses in light of the experience gained from the last eighteen months of trading and emerging trading patterns. The directors have a thorough understanding of the risks, sensitivities and judgements included in these elements of the cash flow forecast and have a high degree of confidence in these cash flows. The diversity of the Group is such that we have some 60 different businesses operating in different markets, sectors, customer groups, geographies and products. The importance of food production has been highlighted by recent events and the resilience of the Group has been demonstrated by our ability to ensure the continuity of the food supply chain. While the principal risks considered all have the potential to affect future performance, none of them are considered individually or collectively likely to give rise to a deterioration in trading to a level that might threaten the viability of the Company for the period of the assessment. As a downside scenario, the directors considered the extreme adverse scenario in which half of the Primark estate was closed for six months including the forthcoming Christmas trading period, without taking any of the available cost mitigation actions within their control and assuming no available job retention scheme support. Under this downside scenario the Group has a forecast net cash position throughout the period and forecast compliance with the covenants in the debt facilities. In addition, we also considered the circumstances which would be needed to exhaust the Group’s cash resources over the assessment period - a reverse stress test. This would indicate that all Primark stores would need to remain completely closed for more than 12 months, including the peak Christmas sales period. The likelihood of these circumstances is considered remote for two reasons. Firstly, over such a long period, management could take substantial mitigating actions, such as cost cutting measures and reducing capital investment. Secondly, we have seen governments develop a number of measures to contain the virus, including widespread vaccination programmes, which make it likely that any future lockdowns would be regional. The Strategic report was approved by the Board and signed on its behalf Michael McLintock Chairman George Weston Chief Executive John Bason Finance Director Associated British Foods plc Annual Report 2021 95 CORPORATE GOVERNANCE Chairman’s introduction Michael McLintock Chairman We continue to adopt an approach of strong governance with a focus on ethics. In this Corporate Governance Report we provide an update on our activities during the year. We were delighted to welcome Dame Heather Rabbatts to join as our newest member of the Board in March 2021. Dame Heather also joined the Audit and Remuneration Committees. Succession planning, both at Board level and executive level, has continued to be firmly on the agenda and this will continue to be the case in the coming years. I am also happy to say that the Board meets the recommendations of both the Parker Review and the Hampton-Alexander Review, with diversity and inclusion having been identified in previous Board evaluations as an area of focus. The Company takes its compliance with the 2018 UK Corporate Governance Code (the ‘2018 Code’) seriously. As noted in further detail in last year’s annual report, an external evaluation of the Board was due to be carried out in 2020 but had to be postponed as a result of the pandemic. I am glad to say that, despite the ongoing uncertainty caused by the pandemic, it was possible for the external evaluation to take place in the course of the 2020/21 financial year and further details on this are given below. In respect of the 2018 Code provision relating to alignment of executive director pension contributions with the workforce, an explanation of our progress to date and our plans towards bringing the Company into line with the 2018 Code is set out on pages 118, 120 and 123 of the Directors’ Remuneration Report. The Board meets the recommendations of both the Parker Review and the Hampton-Alexander Review, with diversity and inclusion having been identified in previous Board evaluations as an area of focus. This year we held our first ESG investor days in response to increasing requests from investors to understand more about what we do as a Group in respect of ESG matters. The feedback received on these has been very positive. Richard Reid, our designated Non- Executive Director for engagement with the workforce, has continued to lead our journey on workforce engagement. Further details on this are provided in Richard’s letter on page 102. Richard’s activities, and the business divisions’ updates to the Board on workforce engagement, are a key way that we Dear fellow shareholders I am pleased to present the Associated British Foods plc Corporate Governance Report for the year ended 18 September 2021. Your Company has a clear sense of social purpose, existing to provide safe, nutritious and affordable food, and clothing that is great value for money, to millions of customers worldwide. With this clear sense of purpose also come high standards of integrity, with a recognition that acting responsibly is the only way to build and manage a business over the long term. The belief that businesses do well when they act well is ingrained in the Group and management are encouraged to take a long-term view and to invest in the future. From a strategic perspective, we consider that our devolved decision- making model empowers senior management of the businesses. They are the people closest to the risks and opportunities, as well as closest to those businesses’ stakeholders, and therefore in the best position to make the right judgements to mitigate those risks, exploit the opportunities and take stakeholder views into account. The senior management of the businesses are supported with resources and expertise from across the Group. The Board is kept informed and engaged through regular updates to the executive directors by senior management and through the annual updates to the full Board, which gives opportunities to provide challenge. We believe that this approach better contributes to strategy than a top-down approach, particularly in a Group as diverse as ours. assess and monitor culture. Our new and updated Speak Up Policy and procedures were rolled out in September 2021. Further details are provided on page 84 and these are another way by which we can continue better to assess and monitor culture. As you will recall, in light of the pandemic, the 2020 annual general meeting (‘AGM’) was held as a closed meeting for which general attendance was not permitted in order to protect the health, safety and wellbeing of everyone. We hope this year to have some return to normality and plan to hold a physical AGM but will also stream the event online for those shareholders who do not feel comfortable attending in person. Should you not be able to attend the 2021 AGM in person, with your proxy form you will have received details of how to follow proceedings at the 2021 AGM through an internet stream and how to vote by proxy in advance of the meeting. Details are also provided of how you can put any questions to the Board in advance of the meeting if you are not able to attend in person on the day. It has been another year where our sound ethical foundations and strong culture have continued to stand us in good stead. Our four values, namely respecting everyone’s dignity, acting with integrity, progressing through collaboration, and delivering with rigour are illustrated through the various case studies in this annual report, through our Section 172 Statement on pages 65 to 71 and through the Responsibility section at pages 72 to 85. Further examples can be found in our 2021 Responsibility Update and in our ESG Insights, which are available on the Company’s website at www.abf.co.uk/responsibility. Michael McLintock 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 2018 Code. The 2018 Code sets out standards of good practice in relation to: (i) board leadership and company purpose; (ii) division of responsibilities; (iii) board composition, succession and evaluation; (iv) audit, risk and internal control; and (v) remuneration. The 2018 Code is published by the UK Financial Reporting Council (‘FRC’) and a copy is available from the FRC website: www.frc.org.uk. The Board considers that the Company has, throughout the year ended 18 September 2021, applied the principles and complied with the provisions set out in the 2018 Code except provision 38 in relation to alignment of executive director pension contributions with the workforce. In this regard, please see the explanation on pages 118, 120 and 123 of the Directors’ Remuneration Report, which explains our progress to date and our plans towards bringing the Company in line with the 2018 Code in this respect. The Company’s disclosures on its application of the principles of the 2018 Code can be found on the following pages: Board leadership and Company purpose Composition, succession and evaluation See pages 96 to 103 See page 106 Chairman’s introduction Board evaluation See pages 96 to 97 See page 106 Leadership, values, culture and purpose See pages 18 to 19; 72 to 73; 100 Nomination Committee Report See pages 107 to 108 to 101 Strategy Audit, risk and internal control See pages 109 to 116 See pages 18 to 21; 100 Risks, viability and going concern Stakeholder and shareholder engagement See pages 65 to 71; 72 to 85; 101 to 103; 105 Division of responsibilities See pages 104 to 105 Commitment, development and information flow See pages 104 to 105 See pages 88 to 95; 110 Audit Committee Report See pages 111 to 116 Remuneration Directors’ Remuneration Report See pages 117 to 135 96 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 97 CORPORATE GOVERNANCE continued Board of Directors 1. Michael McLintock Chairman N R 2. George Weston Chief Executive Michael was appointed a director in November 2017 and Chairman in April 2018. He was formerly Chief Executive of M&G, retiring 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 Morgan Grenfell and Barings. Other appointments: • Trustee of the Grosvenor Estate • Non-Executive Chairman of Grosvenor Group Limited • Chairman of The Investor Forum CIC • Member of the advisory board of Bestport Private Equity Limited • Member of the Takeover Appeal Board 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: • Non-Executive Director of Wittington Investments Limited • Trustee of the Garfield Weston Foundation • Trustee of the British Museum 3. John Bason Finance Director John was appointed as Finance Director in May 1999. He has extensive international business experience and an in-depth knowledge of both the food and retail industries. 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: • Non-Executive Director of Compass Group PLC • Chairman of FareShare 4. Ruth Cairnie N A R Independent Non-Executive Director Ruth was appointed a director in May 2014 and has been Senior Independent Director since 7 December 2018. 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. Ruth has also held a number of non-executive directorships including on the boards of Keller Group plc, ContourGlobal plc and Rolls-Royce Holdings plc. Other appointments: • Director and Chair of Babcock International Group PLC • Industry Chair of POWERful Women 5. Emma Adamo Non-Executive Director Emma was appointed a director in December 2011. She was educated at Stanford University and has an MBA from INSEAD. She has served as a director/ trustee on a number of non-profit and Foundation boards in the UK and Canada. Other appointments: • Director of Wittington Investments Limited • Director of Wittington Investments, Limited (Canada) • Chair of the Weston Family Foundation 6. Graham Allan N A R Independent Non-Executive Director Graham was appointed a director in September 2018. Graham was formerly the Group Chief Executive of Dairy Farm International Holdings Limited, a pan-Asian retailer. Prior to joining Dairy Farm, he was President and Chief Executive Officer at Yum! Restaurants International. Graham has previously held various senior positions in multinational food and beverage companies. Other appointments: • Senior Independent Director of Intertek Group plc • Non-Executive Director of InterContinental Hotels Group PLC • Non-Executive Chairman of Bata International • Board member of Kuwait Food Company Americana KSCC • Director of IKANO Pte Ltd • Strategic Advisor to Nando’s Group Holdings Limited 7. Wolfhart Hauser N A R Independent Non-Executive Director Wolfhart 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 10 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 10 years. He has also held other directorship roles, including as a Non-Executive Director of Logica plc from 2007 to 2012 and Chair of FirstGroup plc for four years from 2015 to July 2019. Other appointments: • Senior Independent Director of RELX PLC 8. Dame Heather Rabbatts A R Independent Non-Executive Director Dame Heather Rabbatts was appointed a director on 1 March 2021. Heather has held a number of executive and non- executive roles including in local government, infrastructure, media and sports. She has previously been a Non-Executive Director of Grosvenor Britain & Ireland and was the first woman on the Board of the Football Association in over 150 years. She continues to work in film and sports. Other appointments: • Non-Executive Director of Kier Group plc • Chair of Soho Theatre • Chair of Four Communications 9. Richard Reid N A R Independent Non-Executive Director Richard was appointed a director in April 2016. He was formerly a partner at KPMG LLP (‘KPMG’), 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: • Chairman of National Heart and Lung Foundation • Deputy Chairman of Berry Bros & Rudd • Senior Advisor to Bank of China UK • Chairman of Themis International Services Limited Key to Board Committees N Nomination Committee A Audit Committee R Remuneration Committee Committee Chair 6 1 4 7 2 8 5 9 3 98 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 99 CORPORATE GOVERNANCE continued Board leadership and company purpose The Board The Board is collectively responsible to the Company’s shareholders for the direction and oversight of the Company to ensure its long-term success. This includes setting the Company’s purpose, which is described in the Strategic report. The Board met regularly throughout the year, either in person or virtually, 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 which 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, being the Nomination, Audit and Remuneration Committees, which operate within clearly defined terms of reference and report regularly to the Board. Membership of these Committees is reviewed annually. Minutes of Committee meetings are made available to all directors on a timely basis. For further details, please see the Reports of each of these Committees below. Purpose, business model and strategy The purpose of the Company is to provide safe, nutritious and affordable food, and clothing that is great value for money. A description of the Company’s business model for sustainable growth in support of this purpose is set out in the Group business model and strategy section on pages 18 to 19 and in the business strategy sections of the operating review on pages 24, 34, 42, 48 and 54. 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. The work of the Board during the year During the financial year, key activities of the Board included: Strategy • conducting regular strategy update sessions in Board meetings; • holding a two-day meeting focused on strategy; and • receiving a strategy update from the Chief Executive and Director of Business Development. Acquisitions/disposals/projects • considering and approving various projects including the reopening of our Vivergo bioethanol facility in Hull and the expansion of our sugar operations in Tanzania; and • receiving regular updates on proposed acquisitions and disposals. Financial and operational performance • receiving regular reports to the Board from the Chief Executive; • receiving, on a rolling basis, senior management presentations from each of the Group business segments; • considering the Group budget for the 2021/22 financial year; • approving the Company’s full year and interim results; • deciding to repay various job retention scheme payments received in the UK and elsewhere; • deciding not to recommend a 2020 final dividend and deciding to pay an interim dividend in July 2021; • receiving regular reports to the Board from the Finance Director on Group cash flow and the impact of COVID-19; • approving a financial leverage policy for the Group; and • approving banking mandate updates and various other treasury-related matters. Governance and risk • annual review of the material financial and non-financial risks facing the Group’s businesses; • receiving regular updates on corporate governance and regulatory matters; • deciding to update the Articles of Association of the Company for approval by shareholders at the 2020 AGM; • participation in, as well as review and discussion of, recommendations from the external Board evaluation; • receiving reports from the Board Committee Chairs; • confirming directors’ independence and conflicts of interest; • reviewing and approving gender pay reporting and the Modern Slavery and Human Trafficking Statement; and • undertaking appropriate preparations for the holding of the AGM including considering and approving an ‘outlook’ statement and, subsequently, discussing any issues arising from the AGM. Corporate responsibility • supporting the enhanced reporting activity on ESG matters; • receiving regular management reports as well as annual presentations on health and safety and on environmental issues; and • receiving updates on Primark ethical sourcing and the Primark Cares initiative. Investor relations and other stakeholder engagement • receiving reports on investor relations activities and regular feedback on directors’ meetings held with institutional investors; and • receiving a presentation on safety measures for employees and customers throughout Primark stores in response to COVID-19 and on supplier feedback. People • appointment of Dame Heather Rabbatts to the Board and to the Audit and Remuneration Committees; • Richard Reid, Independent Non- Executive Director for engagement with the workforce, meeting and speaking (face-to-face or virtually) with people from across the businesses for onward reporting to the Board – see further details on page 102; and • receiving and considering presentations on succession planning and talent management from the Chief People and Performance Officer. Whistleblowing The Group’s new Speak Up Policy, updating the existing Whistleblowing Policy, contains arrangements for an independent external service provider to receive, in confidence (where legally permitted), reports of any inappropriate, improper, dishonest, illegal or dangerous behaviour for reporting to the Audit Committee as appropriate. The Audit Committee reviews reports from internal audit and the actions arising therefrom and reports on these to the Board. The Audit Committee reports to the full Board on the analysis of reported allegations which is compiled by the Director of Financial Control. Arrangements are in place for proportionate and independent investigations of allegations and for follow-up action. Further details of the Speak Up Policy and processes in place, as well as information on the status of notifications received under the previous Whistleblowing Policy in the year to June 2021 are provided on page 84. 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 Companies Act 2006; • keeps records and Board minutes as to authorisations granted by directors and the scope of any approvals given; and • regularly reviews conflict authorisation. Engagement with stakeholders Our scale, employing 128,000 people and with operations in 53 countries across the world, means that our activities matter to, or have an impact on, many people. As a result, the Company engages regularly with its stakeholders at Group and/or business level, depending on the particular issue. At a Group level we engage with a variety of stakeholder groups including shareholders, governments, media and investors through a range of methods. As part of daily business activities and through structured processes, our businesses routinely engage with customers, suppliers, regulators and industry bodies. Detailed information about our approach to stakeholder engagement and specific activities this year can be found on pages 65 to 71 (which contains our Section 172 Statement on engaging with our stakeholders), pages 72 to 85 (on responsibility) and in the following letter from Richard Reid, our Non- Executive Director for engagement with the workforce. Our values (respecting everyone’s dignity, acting with integrity, progressing through collaboration, and delivering with rigour) and culture essentially centre around doing the right thing. Culture and values Our values (respecting everyone’s dignity, acting with integrity, progressing through collaboration, and delivering with rigour) and culture essentially centre around doing the right thing. Our devolved decision-making model empowers the people closest to risks to make the right judgements to mitigate those risks and to find opportunities, but importantly with encouragement, engagement and support from the centre. That support can take the form of resources and expertise or it can be provided through challenge. We believe the route to enduring value creation lies in our focus on building objectives from the bottom up rather than from the top down. Culture is monitored by the Board through a number of different methods. Richard Reid’s work on workforce engagement (described in more detail on page 102), with the support of the Chief People and Performance Officer, is a key method. This is supported by business presentations by senior management of each business division to the Board (which will include sections on health and safety and on the businesses’ own workforce engagement work, including reporting on health and wellbeing initiatives, and results and actions arising from people surveys). In addition, there are site visits and other engagement events attended by the directors, further details of which can be found on page 105. The Board has also recently approved changes to the Whistleblowing Policy and processes with the introduction of a new Speak Up Policy and processes. The Speak Up Policy and processes (and the Whistleblowing Policy and processes it replaces) help to ensure that workforce policies and practices are consistent with the Company’s values and that they support the long-term success of the Company by providing an easy way for the workforce to raise any matters of concern. 100 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 101 CORPORATE GOVERNANCE continued Board leadership and company purpose continued Non-Executive Director for engagement with the workforce I continue to believe that our people are our greatest asset and are critical to the success of our devolved business model. Ensuring all our people have a voice and a way of sharing their views and opinions is not only the right thing to do, but critical to our business success. Since my appointment as Non-Executive Director for engagement with the workforce I have engaged with leadership teams across the businesses to understand how the voices of their workforces are heard at all levels, engaged directly with groups of employees and ensured two-way feedback with the Board. I have also worked with the Executive to ensure processes are in place for the voices of all our employees to be heard, action to be taken as a result and for good practices to be spread across the Group. The complexity, spread and scale of the Group requires that my approach to workforce engagement not only incorporates my personal interactions with our businesses and people, but also supports the collective commitment of the wider Board and senior management in the businesses to setting a clear expectation that we engage and listen to our people. Since we published the 2020 annual accounts, I have spoken with all our divisional and head office leadership teams, including chief executives and divisional People and HR directors, as they have navigated through the continued challenges of COVID-19, hearing first-hand how businesses were responding and adapting to the pandemic, and engaging with their people throughout. Building on sessions in the previous year, I have met with a number of businesses (and in some cases also experienced virtual tours of our facilities), further details of which are provided on page 105. There has also been direct engagement by members of our Board with our people across the Group, including regular attendance at the virtual ‘Women in ABF’ network events in October 2020 and May 2021, with each event being attended by more than 270 people from across the businesses. At least one Board member spoke, presented or took questions at each of these events. For example, Dame Heather Rabbatts, our newest Board member, shared the expectations she had for ABF and the engagement of our people at the May 2021 event. In addition to this direct engagement with our people, workforce engagement updates are provided to the Board by each business division throughout the course of the year. Eight of these updates were held virtually with chief executives and divisional HR directors in discussion with the Board, and two updates were written. Overall progress on workforce engagement has included approaches to hearing the employee voice, such as surveys or listening groups, and sharing of feedback and how such feedback has been taken into account. We have been pleased to see progress on inclusion initiatives, training, engagement and communication during COVID-19, as well as seeing some excellent responses across the Group on mental health and wellbeing, working from home and factory/store safety. Each year the Chief People and Performance Officer talks to the Board about our people, including progress on workforce engagement. This year’s focus included: the Group’s overall responses during COVID-19; processes in place to engage talent, up-and-coming or under-represented groups; and building skills and capabilities among functional talent areas. Last year I mentioned standardising certain key measures to improve the Board’s oversight of how the divisions are engaging with their people and responding accordingly. We are gathering data this year which will provide an overview of engagement coverage across the businesses and any emerging key themes. It is intended that this be shared with the Board in January 2022. Across the Group we have many examples of where listening to employees has led to practical actions to improve engagement and experience in the workplace. For example, feedback from inclusion and pulse surveys at the head office led to changes in physical layouts to improve interaction between all functions and levels. In Twinings Ovaltine, feedback from their online continuous employee engagement survey tool has led to a growth and career development programme specifically for the International Markets Group, and to boosting levels of feedback and informal recognition for great contributions in the UK and Ireland. The Mauri team in GWF understood from their engagement survey that people wanted more clarity and communication on strategy and purpose and consequently launched a programme which incorporates fortnightly ‘strategy drops’ webinar briefings, small discussion groups and recorded podcasts of senior leaders discussing their thoughts on the strategy. They are also engaging people in re-crafting or re-energising their purpose. Tip Top in Australia learned that some of their people were experiencing fatigue and work overload during the pandemic and responded with wellbeing checks and adjustments to workload and resourcing. In AB Agri’s Global Technology Services team, insights from their intelligent continuous listening platform ‘The Pulse’ identified a need to support growth, recognition, and workload balance. This led to actions being taken to improve the team's organisation, career and training plan, launch a local recognition scheme to show appreciation for great work, and increase team connection through social events such as their ‘online Olympics’. We aspire that every employee voice is welcomed and heard by their line managers and leaders. However, we know that sometimes other channels can be important for raising concerns. I am pleased that, in September 2021 we launched our new Speak Up Policy, which replaces our Whistleblowing Policy. This was launched with groupwide communication to all employees. Further details on this can be found on page 84. Moving forward, we are enhancing the divisional updates to the Board and enhancing follow-up discussions with the leadership teams to expand the conversations and insights the Board can offer. After the proposed review in January 2022 of the measurements and data captured this year, the Board will share observations and insights with the senior management across the businesses and discuss our expectations and aspirations for the Group overall. I and the Board are looking forward to continuing the focus and rigour around workforce engagement into the year ahead, meeting with our people and understanding their insights and experiences. Richard Reid Non-Executive Director Meetings 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 (either in person or virtually) and discussed a range of topics including the Company’s strategy and approach to governance, ESG and remuneration-related matters. On the day of the announcement of the interim and final 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 holds one-to-one and group meetings (virtually where necessary) with institutional shareholders and potential investors. These views are then reported back to the Board as a whole at the following Board meeting to ensure that they are aware of what the Company’s largest shareholders are concerned with, or not, as the case may be. Website (www.abf.co.uk) Our website is regularly updated and contains a comprehensive range of information on our Company. There is a section dedicated to investors which includes our investor calendar, financial results, presentations, press releases and contact details. The area dedicated to individual shareholders is an essential communication method. It includes information on shareholder news, administrative services and contact information. Engagement with shareholders Individual shareholders We have a number of individual shareholders. All shareholders are usually invited to attend the AGM in person (although this changed in respect of the 2020 AGM given the COVID-19 pandemic), have access to our website and receive electronic communications. The 2021 AGM is planned to be a physical event which will be live- streamed. It is intended that shareholders will have the opportunity to put their questions to the Board either at the meeting (if attending in person) or in advance of the meeting. We have a dedicated in-house team to manage communications with our shareholders, making sure we respond directly, as appropriate, to any matters regarding their shareholdings. We also have a dedicated team at Equiniti (our share registrar) which looks after their needs. To improve security and efficiency of communications and to reduce the amount of paper we use, we seek to use e-communications to communicate with shareholders wherever possible. We also encourage the direct payment of dividends into bank or building society accounts. Institutional investors During the year, the Board has maintained an active programme of engagement with institutional 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. AGM The AGM provides an opportunity for directors to engage with shareholders, answer their questions and to meet them informally. The 2021 AGM will be adapted as appropriate to meet any concerns relating to the COVID-19 pandemic. The AGM will be held on Friday 10 December 2021 at 11.00 am at the Congress Centre, 28 Great Russell Street, London WC1B 3LS. It is currently planned that shareholders will be able to attend physically. There will also be the possibility to follow proceedings through a live-stream. We encourage all shareholders not attending in person on the day to vote by proxy in advance of the meeting on all resolutions put forward. Shareholders not attending on the day are given the opportunity to raise questions and receive responses in advance of the voting deadline. Further details are included in the Notice of AGM and documentation accompanying the proxy form. All votes are taken by a poll. In 2020, voting levels at the AGM were over 80% of the Company’s issued share capital. Annual report We publish a full annual report and accounts each year which contains a Strategic report, responsibility section, governance section and financial statements. The annual report is available in paper format and on our website: www.abf.co.uk. Responsibility/ESG We publish a Responsibility Report every three years with an update report each year in between. We also published an ESG Appendix each year, which this year will be replaced by our ESG Insights. 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 matters related to climate change, water and greenhouse gas risk management, supply chain management, animal welfare, sustainable agriculture, human rights, employee welfare, gender balance and human capital development. 102 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 103 CORPORATE GOVERNANCE continued Division of responsibilities Board composition At the date of this report, the Board comprises the following directors: Chairman Michael McLintock Executive directors George Weston (Chief Executive) John Bason (Finance Director) Non-executive directors Ruth Cairnie (Senior Independent Director) Emma Adamo Graham Allan Wolfhart Hauser Dame Heather Rabbatts Richard Reid Biographical and related information about the directors is set out on pages 98 to 99. We consider the size of the Board to be large enough to ensure diversity and an appropriate variety of skills whilst still being small enough to ensure a good quality of debate. This view is supported by the outcome of the external Board evaluation, further details of which are set out below. 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. Copies are available on request. The Chairman is responsible for the operation and leadership of the Board, ensuring its effectiveness and setting its agenda. The Chairman works with the Company Secretary to set the agenda for Board meetings. The Chairman promotes a culture of openness and debate, which has been a key factor in seeking to keep the size of the Board relatively small, and facilitates constructive Board relations and contribution from all non-executive directors, as well as ensuring that directors receive accurate, timely and clear information. The Chairman was independent on appointment. The Chief Executive 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. Authority for the operational management of the Group’s business has been delegated to the Chief Michael McLintock George Weston John Bason Emma Adamo Graham Allan Ruth Cairnie Wolfhart Hauser Dame Heather Rabbatts Richard Reid Board 9/9 9/9 9/9 9/9 9/9 9/9 9/9 4/4 9/9 Audit Committee Nomination Committee 3/3 Remuneration Committee 5/5 4/4 4/4 4/4 2/2 4/4 3/3 3/3 3/3 3/3 5/5 5/5 5/5 2/2 5/5 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. increased in size during the course of the financial year, it is still of a sufficiently small size to be conducive to open and candid discussions. The formal letters of appointment of non-executive directors are available for inspection at the Company’s registered office. Senior Independent Director 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. The Senior Independent Director 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. The role of the Senior Independent Director is set out in writing and a copy is available on request. In addition to meeting with non-executive directors without the Chairman present to appraise the Chairman’s performance (for which, see further details on page 106), the Senior Independent Director meets with the non-executive directors on other occasions as necessary. The non-executive directors The non-executive directors, in addition to their responsibilities for strategy and business results, 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 which, taken together, cover a broad range of jurisdictions, bringing valuable external perspectives to the Board’s deliberations through their experience and insight from different sectors and geographies. This enables them to contribute significantly to Board decision-making by providing constructive challenge and holding to account both management and individual executive directors against agreed performance objectives. Whilst the Board has Board 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. Further details on the work of each of the Committees is included later in this Corporate Governance Report. Board independence 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. Emma was appointed in December 2011 to represent this shareholding on the Board. 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. Further details of their independence are included in the Notice of AGM. At least half the Board, excluding the Chairman, are independent non- executive directors. 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 prior to appointment and subsequent appointments require prior approval. Board meetings The Board held nine meetings during the financial year as well as receiving weekly business updates from mid-January 2021 through to the end of March 2021 via the Board portal. Periodically, Board meetings are held away from the corporate centre in London. The attendance of the directors at Board and Committee meetings during the year is shown in the table on page 104. If a director is unable to participate in a meeting either in person or remotely, the Chairman will solicit their views on key items of business in advance of the relevant meeting and share these with the meeting so that they are able to contribute to the debate. All of the directors attended those meetings that they were eligible to attend. Dame Heather Rabbatts was appointed to the Board, the Audit Committee and the Remuneration Committee on 1 March 2021 and attended all Board, Audit Committee and Remuneration Committee meetings since that date. 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. Information flow The Company Secretary manages the provision of information to the Board at appropriate times in consultation with the Chairman and Chief Executive and ensures that the Board has the policies, processes, time and resources it needs in order to function effectively and efficiently. This includes the provision of corporate governance updates to all Board members in the Board pack for each meeting. In addition to formal meetings, the Chairman and Chief Executive maintain regular contact with all directors. The Chairman holds informal meetings or calls 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 as appropriate to keep the non-executive directors informed of events throughout the Group between Board meetings and to ensure that they are advised of the latest issues affecting the Group. This was particularly the case from mid-January 2021 until late March 2021 when the Board received weekly business updates via the Board portal. All directors have access to the Company Secretary, who is responsible for advising the Board on all governance matters. 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. This typically includes training, as well as site visits and meetings with management to get to know the businesses better. Dame Heather Rabbatts Dame Heather joined the Board on 1 March 2021. As part of the induction to the Company, in addition to attending Board, Audit Committee and Remuneration Committee meetings, Dame Heather has had either face-to-face or virtual meetings with: • the Chairman; • the Chief People and Performance Officer; • the Director of Financial Control; • the Director of Corporate Governance; and • the CEO of Primark. She also has meetings/visits planned with AB World Foods in Leigh and the ABF Shared Service Centre. Meetings are also being arranged with some of our other businesses in Europe. Dame Heather also joined the Company’s ESG Investor Day in March 2021 and spoke at the virtual ABF Women in Business Forum in May 2021. Training, development and engagement 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. As part of the Board update on strategy at the Board meeting held in June 2021, as well as presentations from Primark, the Board received a written update on the food strategy for the Group (including a refresher analysis on the Group businesses by type) as well as analysis of various different food and beverage brands outside the Group. The Chief Executive encourages other Board members to visit operations either with him, with other directors, or on their own. The ongoing implications of the COVID-19 pandemic have continued to limit the scope for physical visits. As part of his role as Non-Executive Director for engagement with the workforce, in October 2020, Richard Reid had virtual meetings with people from the George Weston Foods business and the Twinings business in Australia. Richard also attended a virtual training meeting with ABF Ingredients employees on leading in a pandemic in January 2021, had a virtual visit of British Sugar Newark in February 2021, had a virtual meeting with people from the ABF Shared Service Centre and had virtual meetings with people from AB Mauri Global Bakery Ingredients business in the Netherlands and Argentina in September 2021. Ruth Cairnie attended the ABF Women in Business virtual forum in October 2020 and, as referred to above, Dame Heather Rabbatts spoke at the event in May 2021. George Weston and John Bason have each also given business updates at the events. The Chairman met with management and attended a factory tour at the Jordans Dorset Ryvita plant in Bardney, Lincolnshire in August 2021 as well as attending a tour of the Silver Spoon site. Both the Chairman and Ruth Cairnie met with management and had site visits to the Vivergo Fuels plant and the AB Mauri yeast production plant in Hull in September 2021. 104 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 105 CORPORATE GOVERNANCE continued Composition, succession and evaluation Nomination Committee Report Board succession 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 pages 107 to 108 which also provides details of the Committee’s activities, including the appointment of Dame Heather Rabbatts to the Board on 1 March 2021, as well as on Board and senior management succession plans and diversity. Re-election of directors In accordance with the 2018 Code’s recommendations, all directors currently in office will be proposed for re-election at the 2021 AGM to be held in December. This will be in addition to the election of Dame Heather Rabbatts as a director. Board evaluation Further to its postponement in 2020 as a result of COVID-19, a formal and rigorous externally facilitated Board evaluation was carried out in March to May 2021. The objective of the review was to assess all aspects of the effectiveness of the Board as a whole and its Committees, the Chairman and the individual directors. The Director of Company Secretariat and Director of Corporate Governance drew up a shortlist of two potential candidates to carry out the external Board evaluation based on discussions with the Chairman and Senior Independent Director and based on previous experience of the candidates or recommendations. The Director of Company Secretariat and Director of Corporate Governance met with each of the two potential candidates. The preferred candidate, Belinda Hudson Limited (BHL), was put forward to meet with the Chairman. The appointment of BHL as the external Board evaluator was decided by the Chairman and agreed at a meeting of the Board. The Director of Corporate Governance was responsible for providing BHL with the necessary access and support to conduct the review. BHL had not previously carried out an evaluation of the Board but BHL has carried out board evaluations for a FTSE 100 company of which our Senior Independent Director, Ruth Cairnie, was previously a non-executive director. This also assisted in supporting the Board’s decision as to why BHL was qualified to carry out the review. Other than this recommendation based on prior knowledge of the quality of BHL’s work, there is no connection between BHL and the Company or its individual directors. Notwithstanding that the report considered that the Board performance was strong, a number of ways were identified in which the governance relating to the Board and Committees could be strengthened. The Chair is acting on the specific key suggestions set out in the table below. The outcome of the evaluation will not have any impact on Board composition, taking into account that the composition of the Board has only recently changed with the appointment of Dame Heather Rabbatts as a director in March 2021, such appointment itself being related to the outcome of previous Board evaluations. The sections of the report describing the process followed and outcome of the review have been agreed with BHL. In addition to and separately from the external Board evaluation, the Senior Independent Director, with the input of the non-executive directors and without the Chairman present, carried out an appraisal of the performance of the Chairman during the year. This concluded that the Chairman had led the Board through the COVID-19 pandemic in an exemplary fashion, combining gravitas and a focused response with lightness and a high degree of emotional intelligence. Although the Code of Practice of Independent Board Reviewers was not in effect at the time the engagement was entered into, BHL has confirmed that it intends to become a signatory to the Code of Practice. Further, the Company confirms that it considers that it has abided by the Principles of Good Practice for listed companies using external board reviewers. How the Board evaluation was conducted The main strands of work were as follows: • review of Board and Committee papers for a 12-month period up to April 2021 and of various governance documents; • one-to-one virtual interviews with all Board members as well as the Company Secretary and Director of Legal Services, the Director of Company Secretariat (retired), the Director of Corporate Governance, the Director of Financial Control, the Chief People and Performance Officer, the Group Director of Reward and the former Lead Audit Partner; • observation of the Board meeting held in April 2021; and • preparation of the report. The report was then included in the Board pack for the Board meeting in May 2021, discussed in detail by the Board and the results presented by the reviewer. The headline outcome of the review was that the Board of the Company was a high quality one that was effective and that it was universally regarded as a very positive asset, with the non-executive directors providing a good balance of support and challenge, influencing the executives and adding value. Suggestion Action Ensure that the Board’s tolerance for risk is articulated and a set of risk appetites developed. Review the information and presentations made by the business unit leaders at Board meetings to ensure that they make best use of the time devoted to them in the boardroom. Review whether the Board would benefit from more formal information concerning the views of external shareholders. Engaging the Director of Business Development to help develop a set of risk appetites and to consider better articulating the Board’s tolerance for risk. Engaging the Director of Business Development to undertake a review of the information and presentations provided by the business divisions and to make proposals as to how these can better meet the needs of the Board. Arranging for the provision of more formal feedback to the Board of the views of external shareholders, particularly following results announcements. 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. Appointment of a new independent non-executive director During the year, the Chairman led the process for the appointment of a new non-executive director following the statements last year that we would be looking to expand the Board by adding one new member. Lygon Group, an external executive search consulting firm, was engaged to help identify potential candidates. Lygon Group is independent of the Company, with no other connection to it or to its individual directors. The firm is one of the initial signatories to the ‘Voluntary Code of Conduct for Executive Search Firms’ on gender diversity and best practice as well as being a member of the CBI’s Change the Race Ratio and is accredited by the Hampton-Alexander Committee for promoting diversity in the make-up of boards. Potential candidates were considered on the basis of their skills and experience in the context of the range of skills and experience held within 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 Dame Heather Rabbatts with effect from 1 March 2021 both to the Board of the Company and to the Audit and Remuneration Committees. Election/re-election of non-executive directors The Committee members considered the composition of the Board and the time needed to fulfil the roles of Chairman, Senior Independent Director and non-executive director. The Committee members considered the election/re-election of directors prior to their recommended approval by shareholders at the AGM. 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, the Chief People and Performance Officer and external advisers may be invited to attend meetings as and when appropriate. The Committee may take independent professional advice on any matters covered by its terms of reference at the Company’s expense. The Committee Chair 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. Committee activities during the year Succession planning Priorities previously identified and carried through into the 2020/21 financial year included continuing to emphasise generalist skills in Board recruitment and continuing to factor in gender and ethnic diversity. In the continuous consideration of these topics, there was recognition of the appropriateness of creating greater diversity in Board membership and the potential need to increase the size of the Board in order to create such diversity. We announced in last year’s annual report that a process was underway to engage an external search consultancy with a view to appointing a new director and further details of the successful outcome of that process are included below. A detailed review of succession planning in respect of senior management was presented to the Board by the Chief People and Performance Officer at the Board meeting in May 2021. This included focus on people review processes, functional talent development, specific emerging talent pipelines, diversity, equity and inclusion, and learning and development initiatives. Michael McLintock Nomination Committee Chair Members At the date of this report, the following are members of the Committee: • Michael McLintock (Chair) • Graham Allan • Ruth Cairnie • Richard Reid • Wolfhart Hauser All members served on the Committee throughout the year. Meetings The Committee met three times during the year under review. 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; • reviewing regularly the Board structure, size and composition (including skills, knowledge, independence, experience and diversity) and 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 organisation competes 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. 106 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 107 For details of diversity and inclusion as it applies to the Group’s wider workforce and the gender balance of senior managers and direct reports, please see page 81. The Group DEI Network, with the support of the Board, is additional to the ownership of diversity and inclusion strategies and plans within the businesses, acting as a network to leverage the knowledge and scale of the Group. Details of other initiatives across the Group to promote diversity are provided on page 81. Whilst there is no groupwide diversity policy, some of our businesses choose to have their own written diversity and inclusion policies, such as the AB Agri Equality, Diversity & Inclusion policy. CORPORATE GOVERNANCE continued Nomination Committee Report continued Performance evaluation The performance of the Nomination Committee was considered in the external Board evaluation. It was noted that the Nomination Committee had kept the composition of the Board under review and that the Board had addressed executive succession planning on an ongoing basis. Diversity and inclusion As a Board, we recognise that diversity and inclusion is important for introducing different perspectives into Board debate and decision-making and that this is a wider issue than just gender and ethnicity. We believe that members of the Board should collectively possess a diverse range of skills, expertise, industry knowledge, business and other experience necessary for the effective oversight of the Group. We publish below a director skill sets matrix which seeks to provide a snapshot of that diversity of skills. We operate under a principle that we must be a Group where anyone with ambition and talent can have a great career, regardless of their gender, race, sexual orientation or any of the other things that make people unique. We believe that this approach promotes diversity of gender, social and ethnic backgrounds, cognitive and personal strengths. The Nomination Committee considers diversity and inclusion as one of many factors when recommending new appointments to the Board, although gender and ethnicity remain important factors and are a factor in searches for new candidates, as identified in our priorities for 2019 and carried on beyond then. The Board now meets the expectations of the Hampton-Alexander Review by having at least 33 per cent female representation and the recommendation of the Parker Review that all FTSE 100 boards should have at least one person from an ethnic minority background as a director. Further, Ruth Cairnie has occupied the position of Senior Independent Director since 2018. Inclusion is intrinsic to our values as a Group. We strongly believe that everyone has a right to belong, be listened to, respected and supported – at all levels – and that everyone has the right to develop their careers subject to their own ambitions and talent, regardless of gender, ethnicity or any other characteristic. Diversity and inclusion was a topic of discussion at the Chief Executive’s (virtual) conference with the divisional chief executives in October 2020 and progress on diversity and inclusion is written into the objectives of the divisional chief executives, as well as those of the Chief Executive and Finance Director. Director skill sets Food/ Retail Financial/ Audit/ Risk Legal/ Public Policy Senior Executive Cybersecurity/ IT Comms/ Marketing/ Customer Service Environmental/ Social International Markets Technical/ Engineering Health & Safety Manufacturing/ Supply Chain Director Michael McLintock George Weston John Bason Ruth Cairnie Emma Adamo Graham Allan Wolfhart Hauser Dame Heather Rabbatts Richard Reid 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 (except where expressly permitted by the Audit Committee) with skills and experience relevant to the operation of each business. All of the internal audit activities are co-ordinated centrally by the 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 Group’s Director of Financial Control meets with the Chair 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. Audit, risk and internal control Financial and business reporting Please see the Audit Committee Report starting on page 111. 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. We consider the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company’s position, performance, business model and strategy. The Company produced a paper in this respect, prepared by the Director of Financial Control and the Group Financial Controller, containing an assessment of the annual report and financial statements, including a summary by division of performance issues in the year and one-off items which benefitted performance. This paper was presented to the Audit Committee. 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 and 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. 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 business unit 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. 108 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 109 CORPORATE GOVERNANCE continued Audit, risk and internal control continued Audit Committee Report The Board evaluated the effectiveness of 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 2018 Code. Please also see the Audit Committee Report on pages 111 to 116. Going concern and viability The 2018 Code requires the directors to assess and report on the prospects of the Group over a longer period. This longer- term viability statement and statement of going concern is set out on page 95. Assessment of principal risks The directors confirm that, during the year, the Board has carried out a robust assessment of the principal and emerging risks facing the Group, including those that could threaten its business model, future performance, and solvency or liquidity. A description of these principal and emerging risks and how they are being managed and mitigated is set out on pages 88 to 94. 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 18 September 2021 and the period to the date of approval of this annual report. 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 pages 88 to 94 for details of the process undertaken); and • 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. Richard Reid Audit Committee Chair Members During the year and as at the date of this report, members and Chair of the Committee have been as follows: Richard Reid (Chair) Graham Allan Ruth Cairnie Wolfhart Hauser Dame Heather Rabbatts Meetings The Committee met four times in the year under review. 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 accounting 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 robust assessment of the principal and emerging risks facing the Company and the prospects of the Company for the purposes of disclosures required in the annual report and accounts; • reviewing and approving statements to be included in the annual report concerning the going concern statement and viability statement; Internal financial controls • reviewing the effectiveness of the Group’s internal financial controls and internal control and risk management systems (including the systems to identify, manage and monitor financial risks), 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 • reviewing and reporting to the Board on the Group’s arrangements for its employees and contractors to raise concerns, in confidence, about possible improprieties in financial reporting, financial and management accounting, or any other matters. The objective is to ensure that arrangements are in place for the proportionate and independent investigation of such matters and appropriate follow-up action; • reviewing 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 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. 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. The Committee Chair fulfilled the requirement that there must be at least one member with recent and relevant financial experience and competence in accounting or auditing (or both) during the year. In addition, the Committee as a whole has competence in the sectors in which the Company operates. All Committee members are expected to be financially literate and to have an understanding of the following areas: 110 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 111 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 LLP (‘EY’) 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. CORPORATE GOVERNANCE continued Audit Committee Report continued • 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 invites the 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 performance of the Audit Committee was considered in the external Board evaluation, which found that the Committee was universally well-regarded as being strong and effective. It was noted that members came to the meetings well prepared and offered robust challenge and that the agenda of meetings was broad-ranging, well- structured and covered all the matters in the Audit Committee’s remit. 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. These reviews considered: • the description of performance in the annual report 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; • tax contingencies, compliance with statutory tax obligations and the Group’s tax policy; • cybersecurity; • consideration of the potential implications of the BEIS White Paper: Restoring Trust in Audit and Corporate Governance; • COVID-19 challenges and response assurance plan; • consideration of the implications of the FCA’s listing rules, published in November 2020, on the Task Force on Climate-related Financial Disclosures (TCFD). These rules on TCFD will apply to ABF in the annual report for 2022; • treasury policies; and • Group long-term funding options. Areas of significant accounting judgement and estimation material to the Group financial statements Audit Committee assurance Impairment of goodwill, intangible, tangible and right-of-use 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. Impact of COVID-19 on the viability statement and going concern The COVID-19 pandemic continues to be a worldwide crisis and the situation is still uncertain. Authorities continue to impose restrictions on both a regional and local basis. COVID-19 has had a particular impact on the cash flow and profitability of the retail business. The Board considered future performance and cash flows in its going concern assessment, through to February 2023, and its viability statement over the next three years. Management has undertaken a detailed financial modelling exercise that has considered the impact on profit, cash and working capital of a number of potential scenarios. 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. The Committee focused on Azucarera, Allied Bakeries, China Sugar, Australian meat, and AB Mauri. 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 more details of these assumptions. 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. On the basis of the key assumptions and associated sensitivities, an impairment charge of £141m in property, plant and equipment at Azucarera and other sugar businesses was appropriately recognised and included within exceptional items as detailed in notes 8 and 9. The external auditor undertook an independent audit of the estimates of value-in-use and fair value less costs to sell, including a challenge of management’s underlying cash flow projections, long-term growth assumptions and discount rates. On the basis of its work, and its challenge of the key assumptions and sensitivities, it considered that the impairment charges as detailed in notes 8 and 9 were appropriately recognised. Since March last year, when the pandemic became apparent, the Audit Committee, on behalf of the Board, has considered the implications of COVID-19 and provided ongoing support and challenge of management’s accounting, reporting and internal controls. As the pandemic continues to evolve, focus has been given to the retail business, which is most likely to be adversely impacted by any future restrictions imposed. The Committee has reviewed and challenged the scenarios considered by management and concluded that these, and the stress-testing scenarios and assumptions, were appropriate and adequate. The Committee has reviewed the detailed cash flow forecasts, which incorporate the mitigating actions proposed by management. The Committee also reviewed and challenged the reverse stress assumptions to confirm the viability of the Group. The Committee has been kept informed of the impacts of COVID-19 on the Group, including accounting matters, going concern and viability considerations, and UK FRC and FCA pronouncements. The Committee has satisfied itself that management has adequately identified and considered all potentially significant accounting and disclosure matters. 112 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 113 CORPORATE GOVERNANCE continued Audit Committee Report continued Areas of significant accounting judgement and estimation material to the Group financial statements Audit Committee assurance Taxation Current and deferred tax recognised in the financial statements is dependent on subjective 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 various tax authorities. The Committee reviews the Group’s tax policy and principles for managing tax risks annually. The Committee reviewed and challenged the provisions recorded and the contingent liabilities disclosed at the balance sheet date and management confirmed that they represent their best estimate of the financial exposure faced by the Group. The external auditor explained 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 both management and the external auditor the key judgements which had been made. The Committee was satisfied that the judgements were reasonable and that, accordingly, the provision amounts recorded were appropriate. Other accounting areas requiring management judgement or estimation Audit Committee assurance 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 rate of increase for pensions in payment and those in deferment. Actuarial valuations of the Group’s pension scheme obligations are undertaken every three years in the UK by an independent qualified actuary who also provides advice to management on the assumptions to be used in preparing the accounting valuations each year. Actuarial valuations in other jurisdictions are performed as required. Details of the assumptions made in the current and previous year are disclosed in note 12 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 to changes in these key assumptions. 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 external auditor reported to the Committee the misstatements that 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 2018 Code. To fulfil these duties, the Committee reviewed: • the external auditors’ summary of management letters and their Audit Committee reports; • internal audit reports on key audit areas and any significant deficiencies in the financial control environment; • reports on the systems of internal financial control and risk management; • an assessment of business continuity plans in place in the Group’s businesses; • reports on fraud perpetrated against the Group; • the Group’s approach to anti-bribery and corruption, and whistleblowing; • the Group’s approach to IT and cybersecurity; 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. To fulfil its duties, the Committee reviewed: • 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; and • changes in internal audit personnel to ensure appropriate resourcing, skills and experience are put in place. The Chair of the Committee met with the Director of Financial Control regularly during the year to monitor the effectiveness of the internal audit function, receiving updates on audit progress and statistics on outstanding issues. Whistleblowing and fraud The Group’s approach to whistleblowing was reviewed during the year. The Whistleblowing Policy has been rebranded and relaunched as ‘Speak Up’. It is designed to protect ABF’s culture of fairness, trust, accountability and respect, encouraging effective and honest communication at all levels. In addition, a new independent external service provider was appointed to receive, in confidence, complaints on accounting, risk issues, internal controls, auditing issues and related matters for reporting to the Audit Committee as appropriate. Further details on the policy can be found on page 84. The Committee reviewed reports from internal audit and the actions arising therefrom and reported this to the Board. 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 Group and the action taken by management both to pursue the perpetrators and to prevent reoccurrences. 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 meet the objective of ensuring 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 Finance Director and above a certain threshold, by 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. Tax services including tax compliance, tax planning and related implementation advice may not be undertaken by the external auditor except in very exceptional circumstances where specialist knowledge is required. 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. The Company has a policy that any partners, directors or senior managers hired directly from the external auditor must be pre-approved by the Chief People and Performance Officer, and the Finance Director or Group Financial Controller, with the Chair of the Audit Committee being consulted as appropriate. The Audit Committee has formally reviewed the independence of the external auditor. EY has reported to the Committee 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 EY for the 53 weeks ended 18 September 2021 were £9.1m, of which £0.7m related to non-audit work. Further details are provided in note 2 to the financial statements. 114 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 115 CORPORATE GOVERNANCE continued Audit Committee Report continued 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 via questionnaires evaluating the performance of each assigned audit team, planning, challenge and interaction with the business; and • a report on EY, as a firm, from the Audit Quality Review Team (‘AQRT’) 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. The Company’s current external auditor, EY, was first appointed at the annual general meeting in December 2015, with effect from 2016, following the conclusion of a competitive tender process. The Audit Committee is satisfied with the auditor’s effectiveness and independence and has recommended to the Board that EY be reappointed as the Company’s external auditor for 2021/22. In accordance with applicable law and regulation, the Company is required to conduct a competitive audit tender during 2025. The Audit Committee has discussed the most appropriate time to carry out the external audit tender process, taking into account the independence, objectivity and quality of EY’s external audit and has concluded that, based on current performance, it is anticipated that a competitive tender process will commence in 2025. The Audit Committee considers that a competitive tender is in the best interests of the Company’s shareholders as it will allow the Company to appoint the audit firm that will provide the highest quality, most effective and efficient audit. 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. DIRECTORS’ REMUNERATION REPORT Annual statement by the Remuneration Committee Chair Ruth Cairnie Remuneration Committee Chair In this section How the Directors’ Remuneration Policy, approved in 2019, was implemented in 2020/21 page 120 How we expect to implement the Directors Remuneration Policy in 2021/22 page 121 Required supporting disclosures pages 122 to 135 This report is subject to an advisory vote at the 2021 AGM 2021 has required exceptional care and judgement by the Committee in considering appropriate performance- related outcomes, taking into account the challenging circumstances we continued to face due to the pandemic. Our role as a Committee includes encouraging enhanced performance and rewarding contribution to the Company’s long-term success. This year a major consideration for the Committee has been to address the question, “what is the appropriate performance-related pay for senior management taking into account the impacts of COVID-19?”. Last year, our pay outcomes reflected the immediate impact of COVID-19 – no annual bonus (STIP) being paid; no Long-term Incentive Plan (LTIP) vesting; and executive directors volunteered salary cuts of 50% of salary for a substantial part of the year. As a Committee we were comfortable that, given the widespread societal impacts on multiple stakeholder groups, this was appropriate. However, we were also strongly of the view that our remuneration approach for the following years would need to support actions and performance that would benefit shareholders and wider stakeholders, in line with our key remuneration principle of alignment, accountability and doing the right thing. This would need to address a strong likelihood that the vesting targets for the in-flight LTIPs would no longer be achievable; the critical impact here was the potential effect of enforced closure of Primark stores, with Primark operating profit of £969m in 2018/19 (on an IFRS 16 pro forma basis) having been expected to continue on a strong growth trajectory to drive the LTIP targets, but being reduced by store closures to £362m in 2019/20 and £321m in 2020/21. Addressing these challenges has required an exceptional approach and more than the usual level of judgement to arrive at outcomes that we believe are well aligned to the interests of all stakeholders. Shareholder consultation 2020 and 2021 I consulted extensively with shareholders a year ago to raise with them the dilemmas we faced and the possibility that we would seek to use the Committee’s discretion to allow the in-flight LTIPs to vest based on our performance, despite the pandemic having made the targets unachievable. The conversations last year were constructive and thoughtful, providing some helpful insights and suggestions. There was a broad willingness to engage again on the subject once we knew what approach we wished to follow. Over recent months we have again consulted our largest shareholders on the approach outlined on these pages. I would like to thank those involved for taking the time to help us develop and challenge our thinking. In the main, feedback has been supportive of the rationale for applying discretion, recognising the challenging context and the importance of our remuneration decisions aligning to reasonable performance expectations and our accountability model. Many shareholders asked us to give as much clarity as possible on how the proposed quantum of discretionary outcomes was arrived at. This is provided in this letter and in the report on pages 124 to 125 for the 2020/21 STIP and pages 126 to 128 for the 2018-21 LTIP. However, I want to be clear that, in a number of areas, a high level of judgement was required, with a number of decisions having to be based entirely on a ‘feels right’ basis. Remuneration in 2020/21 STIP 2020/21 As a Committee we have a track record, built up over many years, of taking fair and balanced decisions on performance pay, including exercising discretion. When setting the performance range for the STIP this year, we wanted to take account of the potential for some store closures to occur and developed a mechanism so that the Primark target would reflect the estimated impacts of any closures that occurred in practice. We considered this to be a more robust approach than making arbitrary assumptions about the potential level of closures, which was clearly impossible to predict. The approach is explained further on page 124. At the time of setting the approach, a year ago, our expectation was for some closures to occur but that they would be more localised and short-term than what had been experienced in the spring of 2020. In practice, the impact of COVID-19 on Primark trading this year has been far greater than expected. This had the unanticipated consequence of trading being much stronger when stores were open, with the result that the STIP outcome calculated using the mechanism we set at the beginning of the year is at maximum. Looking in the round, the Committee does not feel this is an appropriate outcome and has decided to apply downwards discretion, reducing the STIP payment for financial performance to an on-target level. 116 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 117 DIRECTORS’ REMUNERATION REPORT continued This is an entirely judgement-based decision. In our recent consultation meetings, shareholders appreciated us taking this approach. LTIP 2018-21 At the start of this financial year we felt that it would not be right for the LTIPs for 2018-21 and 2019-22 to be entirely out of reach for reasons outside the executives’ control. We wanted to align executives’ pay with critical actions to develop and strengthen the business, preserving and creating value for shareholders. Having the LTIPs predestined not to vest did not feel aligned to the principles of our performance-based approach, nor would it support the recruitment and retention of senior leaders in a very competitive talent market. Across the Group some 170 employees participate in the share-based LTIP, with around 55% of these individuals having some or all of their payout based on Group or Primark performance. Taking into account the feedback from our investors, the Committee decided in October 2020 that in order to apply discretion, the maximum incentive available should be reduced. The scale of reduction needed to recognise the highly unusual situation and approach, whilst ensuring that an incentive effect was maintained; we decided to reduce the maximum vesting to 60% of the original award. We then created a framework that the Committee would use to consider whether and to what extent discretion might be applied. The purpose of the framework was to ensure that vesting would only be permitted if good progress was made against key financial and strategic targets for the year. The framework was shared with the executives at that time and included the following three themes, with the first and third to be used mostly as filtering elements that would determine the appropriateness of activating a discretionary award, while the second – performance across the portfolio – would be the main determinant of the eventual award quantum: 1. Immediate actions – recognition of the positive impact that our COVID-19 actions have had on preserving value for our shareholders. 2. Performance across the portfolio – the Committee set out objectives to be achieved, which were a mix of financial measures and achievement of critical strategic actions that would strengthen the business. Given the varied impacts of COVID-19, this was most meaningfully done by component of the portfolio: Food excluding Sugar; Sugar; and Primark. 3. Wider stakeholders – underpinning all our considerations was ensuring fairness across our stakeholders and making sure executives and senior managers were not treated more favourably than other groups. This included the safety of our employees, fairness to suppliers, repayment where possible of job retention scheme monies received in 2020/21 to governments and restoring the dividend to our shareholders as well as paying a special dividend this year end. Details of our assessment of performance against the framework we had established are set out on pages 126 to 128. However, the framework was not intended to give definitive answers and, at the end of the year, the Committee has assessed performance against the framework and has then stood back and looked across all of the evidence to determine a ‘feels fair’ outcome. On this basis, we determined that 40% of the shares originally awarded should vest. Remuneration decisions for 2021/22 Proposed salary and fee increases In our decentralised model, each business is given flexibility to set its own salary increase rates, which means that there is no one budgeted increase rate for our UK employees. UK salary increases this year will be in the range of 2% to 3.5% for those delivering an acceptable performance in role, with several of our largest businesses making increases of 3%. In Primark UK, a 3% increase will apply for office and management roles, including store department managers. Increases for store assistants and supervisors reflect local factors such as collective bargaining agreements. In the UK, increases for this population are expected to be at least 6% in 2021/22. After several years of salary freeze for George Weston, we intend to increase his salary by 2.7% this year, with an equivalent increase for John Bason. This is in line with increases for our wider employee population. The fee paid to Michael McLintock has not increased since his appointment. We intend to make an adjustment to move his fee to £425,000. Pensions As previously disclosed, it has been agreed with John Bason that his cash allowance in lieu of pension will align with that of other employees from the end of 2022. The Committee is mindful of the Employer Funded Retirement Benefit Scheme (EFRBS) for George Weston. His treatment is in line with that of other employees in a similar position. However, as outlined on pages 120 and 123 we will review our approach during the policy review next year. STIP 2021/22 In 2020/21 we removed the working capital modifier from the STIP as COVID-19 uncertainty had the potential to drive large swings in inventory. This was intended to be a one-year change, but we now view the disruption risk to global supply chains as presenting an ongoing high level of uncertainty about inventory levels. We have therefore decided to remove the modifier this year as well. LTIP 2020-23 and 2021-24 We delayed setting the LTIP performance range for 2020-23 to enable us to set a more stretching performance range. This range is shown on page 128. The performance range for the 2021-24 LTIP has been set and is intended to be stretching whilst recognising the continuing uncertainty that COVID-19 brings. This range is shown on page 128. LTIP 2019–22 In line with the approach taken for the 2018-21 LTIP, the Committee anticipates that it may be appropriate to apply discretion to allow some portion of this award to vest in November 2022. While we remain hopeful that widespread or long-lasting closures of Primark stores are now behind us, it is quite unrealistic to envisage Primark performance recovering yet to the sort of level it would have been at on its pre-COVID-19 trajectory. We are therefore creating a framework now that can inform the application of discretion at the end of the period. Any discretion would be exercised on the reduced 60% maximum. We will consult our largest shareholders before determining the appropriate outcome in 2022. The approach to performance outlined above has required more than the usual level of Committee judgement, with both upwards and downwards discretion exercised. The Committee’s perspective is that the resultant outcomes ‘feel fair’ given the circumstances and the achievements across the portfolio, and are in line with the principles of our established approach to performance assessment. The remainder of this report provides further details of the decisions the Committee has made, and I hope that our investors will be able to support our approach at the 2021 AGM. Ruth Cairnie Remuneration Committee Chair Remuneration principles Our remuneration approach needs to enable us to attract and retain top executive talent to promote the strategic and financial performance of the business. The remuneration principles, shown below, informed the design of our current Remuneration Policy. 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 our businesses are well run. Our Remuneration Policy aims to align executive rewards with shareholder value creation. Line of sight Clarity and simplicity Fairness 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. Total remuneration should fairly reflect the performance delivered and efforts made by executives. The best way to achieve this is through alignment with business performance. The factors that the UK Corporate Governance Code identifies as important to consider are well covered by these principles: ‘clarity and simplicity’ is one of our key remuneration principles; predictability and alignment to culture are key threads through all of the principles; and risk and proportionality are particularly reflected in the importance that we attach to doing the right thing for the business for the long term, our focus on fair outcomes that consider wider stakeholders and our approach to the operation of discretion. How our performance framework supports our strategy The Group takes a long-term approach to investment and is committed to increasing shareholder value to deliver steady growth in earnings and dividends. Remuneration element Performance metrics What they measure Cash STIP Adjusted operating profit Operational performance 150% of salary maximum Working capital modifier Personal performance Disciplined cash management – temporarily removed in 2020/21 and 2021/22 due to significant supply chain disruption that would have a distorting effect. It is expected to be applied in 2022/23 Aligned to key business health and business performance goals, including ESG measures Share STIP 50% of salary maximum LTIP 200% of salary maximum Adjusted operating profit Operational performance Working capital modifier Disciplined cash management – temporarily removed in 2020/21 and 2021/22 as explained above Adjusted earnings per share growth in the non-Sugar businesses Reflects the strategy of holding a portfolio of diverse businesses Downwards modifiers ROACE1 in the non-Sugar businesses ROACE2 in Sugar • Adjusted earnings per share growth in our non-Sugar businesses is a key measure of long-term success Focus on returns in both Sugar and non-Sugar businesses • ROACE in the non-Sugar businesses is intended as a safety net, and the performance range is set accordingly • Our Sugar business is held to deliver returns to our shareholders over the cycle, and sugar volatility is distorting in an earnings per share measure 1 The return on average capital employed in the non-Sugar businesses averaged over the performance period (see note 30 for a further definition) 2 The return on average capital employed in Sugar includes the book value of goodwill added to the denominator, for incentive purposes only Share alignment and time horizons Shareholding and alignment with shareholder interests are part of our culture and the commitment of our leaders to the long-term stewardship of the business. The Executive Directors have very significant shareholdings in the Company, well in excess of our shareholding requirement. Incentive plan time horizons LTIP awards vest after a three-year performance period and are subject to a further two-year holding period. STIP shares are released three years after being granted at the start of the performance period. Track record of applying discretion The Committee has a long history of applying discretion both to increase and reduce incentive outcomes consistent with the principles of fairness and of alignment, accountability and doing the right thing. 118 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 119 DIRECTORS’ REMUNERATION REPORT continued Remuneration outcomes Base salary Pension STIP LTIP George Weston asked not to be considered for any salary increase in the 2020/21 financial year. His last salary increase was in 2017. John Bason’s salary was increased 2% to £734,000 on 1 December 2020. This was his first salary increase since 2017. The Group has a wide variety of pension arrangements and a strong history of honouring the commitments we make to individuals at appointment. For example, our UK defined benefit pension scheme remains open to future accrual for members that joined the Group before it closed to new members. This principle has also applied to our incumbent executive directors. As we have disclosed in the past, employees who were in our UK defined benefit pension scheme when it closed to new members continue to accrue benefits under the scheme. George Weston participates in an EFRBS designed to replicate benefits under the UK defined benefit scheme and therefore his treatment is in line with the treatment of employees who were in a similar position. However the Committee recognises that this is different from the broad workforce of more recent recruits who participate in a defined contribution scheme and will make a decision on the future approach in the policy review next year. The Finance Director received a cash supplement of 25% of salary in lieu of pension contributions. This allowance will reduce to 10% of salary, in line with the UK workforce, by the end of 2022. As outlined in Ruth Cairnie’s letter on page 117, the Committee has decided to apply discretion to reduce payment on the financial element of the STIP from 100% to 50% of maximum. The resulting STIP payments, taking into account personal performance, will be 80% of salary for George Weston and 81% of salary for John Bason. As outlined in Ruth Cairnie’s letter on page 117, the Committee reduced the maximum number of shares that could vest to 60% of those allocated under the 2018-21 LTIP. The Committee then applied discretion to allow 40% of the allocated shares to vest based on the Committee's assessment of performance. Non-executive directors’ fees Michael McLintock asked not to be considered for a fee increase in the 2020/21 financial year. His fee has not changed since his appointment in April 2018. Total pay for 2021 The emoluments table can be found on page 123. George Weston total remuneration (£000) John Bason total remuneration (£000) , , 4 4 8 8 4 4 9 9 4 4 , , 2 2 0 0 4 4 3 3 , , 8 8 4 4 3 3 3 3 , , 3 3 9 9 0 0 1 1 , , 1 1 3 3 8 8 3 3 , , 2 2 9 9 8 8 2 2 , , 8 8 6 6 8 8 2 2 , , 7 7 2 2 6 6 2 2 , , 2 2 2 2 1 1 7 7 4 4 9 9 17 18 19 20 21 17 18 19 20 21 Implementation of Remuneration Policy in 2021/22 Base salary Salaries for the executive directors will increase as shown below in December 2021, in line with increases for the workforce. See pages 130 to 132 for more details on alignment between executive and wider employee pay. George Weston John Bason Increase Salary from 1 December 2021 2.7% £1,119,000 £754,000 2.7% Benefits and pension No changes will be made to the structure of benefits and pensions for executive directors in 2021/22. John Bason has agreed that his pension allowance will reduce to 10% of salary, in line with the UK workforce, by the end of 2022. As set out on the previous page, George Weston participates in an EFRBS. STIP For 2021/22 the STIP structure will remain unchanged. Up to 150% of salary can be earned under the cash element and up to 50% of salary can be earned under the shares element. The split between financial and personal performance measures will be as shown in the table below. The working capital modifier, has again been removed for 2021/22. The balance between financial and personal performance measures remains unchanged. Cash element as a % of salary Shares element as a % of salary Maximum On-target (budget) Threshold Below threshold Operating profit (A) 130% 65% 12% 0% Working capital (B) x1 x1 x1 x1 Financial element (AxB) Personal element (C) Overall cash element (AxB)+C 130% 20% 150% 65% 13.33% 78.33% 12% 0% 12% 0% 0% 0% Operating profit (A) 50% 25% 5% 0% Working capital (B) x1 x1 x1 x1 Total (AxB) 50% 25% 5% 0% The STIP shares will be granted in November 2021 and will lapse at the end of the year to the extent to which performance conditions have not been met. The balance of the shares will remain conditional and will be deferred for a further two years. Malus and clawback provisions apply to STIP awards for up to two years after being paid. Achievement against financial targets will be disclosed in our 2022 Remuneration Report. LTIP LTIP awards will be granted in November 2021. Vesting will be based on performance against the following measures, as set out in our Remuneration Policy: • adjusted earnings per share growth in the non-Sugar businesses; • modifier for ROACE in the non-Sugar businesses averaged over the performance period; and • further modifier for Sugar ROACE (with the book value of goodwill added to the denominator) averaged over the performance period. The performance ranges are set out on page 128. Maximum award opportunities (% of salary) George Weston John Bason 200% 200% A two-year post-vesting holding period applies to net of tax shares. Malus and clawback provisions apply for up to two years after vesting. Shareholding requirement Requirement to own Company shares beneficially to a value of at least 250% of salary. Conditional awards do not count. Shares that have vested and are subject to a holding period do count. At least 50% of net shares vested under STIPs and LTIPs must be held until the shareholding requirement is met. 120 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 121 DIRECTORS’ REMUNERATION REPORT continued About the Remuneration Committee Role of the Committee The Committee is responsible to the Board for determining: • the Remuneration Policy for the executive directors and the Chairman, considering remuneration trends across the Company and externally; • the specific terms and conditions of employment of each individual executive director; • the overall policy for remuneration of the Chief Executive’s direct reports; • the design and monitoring of the operation of any Company share plans; • stretching performance 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 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 to ensure that they are compliant with the latest corporate governance requirements and were most recently updated in October 2019. They are available on request from the Company Secretary’s office or in the corporate governance section of our website at www.abf.co.uk. Members of the Remuneration Committee In the financial year and as at the date of this report, members and Chair of the Committee have been as follows: Role on committee Independence Year of appointment Meetings attended Ruth Cairnie Wolfhart Hauser Richard Reid Michael McLintock Graham Allan Heather Rabbatts Chair Member Member Member Member Member Senior Independent Director Independent Director Independent Director Chairman Independent Director Independent Director 2014 2015 2016 2017 2018 2021 5/5 5/5 5/5 5/5 5/5 2/2 George Weston (Chief Executive), Sue Whalley (Chief People and Performance Officer), and Julie Withnall (Group Director of Reward) attend the meetings of the Committee. No individual is present when their own remuneration is considered. Board review feedback on the Committee The performance of the Remuneration Committee was considered in the external Board evaluation, which found that the Committee was universally regarded as being strong and effective. The Committee was found to benefit from excellent support, quality papers that are concise and clear, a forward agenda that is concise and useful, a practice of addressing issues at an early stage, good external support and good knowledge of current developments and trends in the external market. The general consensus from feedback given in the evaluation was that the Committee had navigated well through the various challenges posed by difficult COVID-related issues. Directors’ Remuneration Policy The Company’s Remuneration Policy was approved by shareholders on 6 December 2019. It is available in the corporate governance section of our website at www.abf.co.uk. Single total figure of remuneration for executive directors (audited) Fixed pay Salary2 Benefits3 Pension4,5 Variable pay STIP (inc deferred shares)6,7 LTIP8,9 Single total figure George Weston 2021 £000 1,0821 16 387 1,485 1,153 752 1,905 3,390 2020 £000 8131 16 309 1,138 – – – 1,138 John Bason 2021 £000 744 16 186 946 780 495 1,275 2,221 2020 £000 554 16 179 749 – – – 749 1 Salary paid is reduced for pension-related salary sacrifices. The benefit of these salary sacrifices is captured in the pension entitlements shown. 2 Salaries for 2020 reflect the temporary 50% reduction from April 2020 to the end of the financial year whilst salaries for 2021 reflect a 53rd week in the 3 financial year. Includes benefits taken in cash in 2021 of £14,437 for George Weston and £14,437 for John Bason. Also includes benefits in kind in 2021 of £2,008 for George Weston and £1,714 for John Bason. Benefits in kind include the taxable values of a company car, family private medical insurance, permanent health insurance, life assurance and an annual medical check-up. 4 While the nature of George Weston's pension benefits has not changed during the year, the pensions number for remuneration purposes has increased. This year’s amount is higher than last year’s due to a reduction in CPI to 0.5% at the start of this year from 1.7% at the start of last year. 5 John Bason is paid a pension allowance of 25% of salary, which is reported in the pensions row on this table for clarity, although it is strictly a taxable benefit. 6 The STIP value includes the cash and deferred share elements earned for performance in the year. For George Weston this comprises a cash element of £872,000 and a deferred award value of £280,977. For John Bason this comprises a cash element of £594,864 and a deferred award value of £185,602. For 2020/21 the financial performance outcome was at 50% of maximum. These calculations are based on the salary rates for the executives of £1,090,000 for George Weston and £734,400 for John Bason. The value disclosed for the deferred award is estimated using the average closing price over the last quarter of the 2020/21 financial year of 2083.78p. This will be recalculated for the actual share price on the vesting date and disclosed in next year’s annual report. None of the value shown for 2020/21 is attributable to share price appreciation. For 2019/20 the performance condition was not met. 7 The directors are also paid dividend equivalents in respect of STIP shares. These are not included in the single total figure as the amounts do not relate to the periods being reported on. For George Weston this payment will be £13,779. For John Bason this payment will be £8,444. 8 On exercise of Remuneration Committee discretion, 40% of the shares under the LTIP for 2018–21 will vest on 19 November 2021. George Weston will receive 34,642 shares plus a dividend equivalent payment of £29,740 and John Bason will receive 22,882 shares plus a dividend equivalent payment of £18,226. As required by UK regulations, the vesting value under the LTIP for 2018-21 has been estimated using the average closing price over the last quarter of the 2020/21 financial year of 2083.78p. This will be recalculated for the actual share price on the vesting date and disclosed in next year’s annual report. None of the value shown for 2020/21 is attributable to share price appreciation. 9 The 2020 LTIP value is based on 2017–20 awards which lapsed in November 2020 as the performance measure was not met. Pensions In 2020/21 George Weston had an overall benefit promise of 1/45th of final pensionable earnings for each year of pensionable service up to 5 April 2016 and 1/50th of final pensionable earnings for each year of pensionable service thereafter, subject to a maximum of 2/3rds of final pay (basic salary during the last 12 months before retirement, plus if applicable, the average of the last three years’ fluctuating earnings). 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. No alternative defined benefit arrangements are available to any member who chooses to take their benefits early. His accrued pension at 18 September 2021 was £693,361 per annum. As we have disclosed in the past and as set out on page 120, employees who were in our UK defined benefit pension scheme when it closed to new members continue to accrue benefits under the scheme. George Weston’s EFRBS participation is consistent with this approach. However the Committee will review George Weston’s pension provision as part of the executive Remuneration Policy review. In the period to 24 April 2019, John Bason had an overall benefit promise at age 62 of 2/3rds of final pay, less the value of retained benefits from his previous employment. He opted out of the Associated British Foods Pension Scheme on 5 April 2006 and subsequently drew his benefits in the scheme; the balance of the promise was provided under an EFRBS. His pension benefits were payable from age 62 and have been settled. Since then, he has been in receipt of a cash supplement of 25% of salary in lieu of pension contributions. This approach was significantly more cost effective for the Company than extending the previous arrangements and was consistent with the approach for other new joiners at executive level under the 2016 Remuneration Policy. Our largest shareholders were consulted in late 2018 and were supportive of this approach. John Bason has agreed that his cash supplement in lieu of pension contributions will reduce to 10% of salary, in line with the UK workforce, by the end of 2022. 122 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 123 DIRECTORS’ REMUNERATION REPORT continued 2020/21 STIP – achievement against financial targets At the start of 2020/21, when the Committee was setting the STIP performance range, there was great uncertainty about the likely impact of COVID-19 on Primark’s trading in the coming year. In developing the STIP profit targets, our Food businesses were treated in the usual way, but for Primark we wanted to take account of the potential for some store closures to occur. We developed a mechanism so that the Primark part of the adjusted operating profit target would reflect the estimated impacts of any closures that occurred in practice. We considered this to be a more robust approach than making arbitrary assumptions about the potential level of closures, which was clearly impossible to predict. Once the status of each store (open or closed) is known for each day, it is straightforward to calculate the corresponding operating profit target under the mechanism. However, there are a vast number of potential outcomes. The table below provides a selection of scenarios to illustrate how the mechanism was expected to work. This includes the operating profit required to achieve a maximum payout in the case of no store closures through the year (deemed highly unlikely); the level required to achieve maximum given the actual level of store closures in Period 2; the same for the actual closures in Period 3; and finally, the impact of the full year level of closures. Profit if all stores had been open all year £m Period1 Period 2 1,364 Period 3 Full year % of store days lost in period 14% 53% 35% Impact on profit of store closures £m (29) (116) (642) Maximum profit using mechanism £m 1,335 1,248 722 Actual profit performance £m 1,011 1 ABF reports internally based on 13 periods, each of four weeks. When the mechanism was set, the expectation was that store closures in the year would most likely be on a local and fairly short-lived basis. In practice, the number and duration of closures greatly exceeded that expectation. A consequence, not foreseen in the mechanism, was that when stores were open the sales that we did have were concentrated into fewer trading days, resulting in higher profitability than the mechanism anticipated. Thus, at high levels of store closures, the mechanism did not work as we had intended. As shown above, after a year when 35% of the trading days were lost, the actual profit performance was significantly ahead of the calculated maximum. Our Food businesses delivered a very strong financial performance in 2020/21. All divisions were ahead of budget. At constant currency the combined adjusted operating profit for our Food businesses was 10% ahead of the 2020 financial year, which in turn was 26% ahead of 2018/19. We have also seen strong strategic progress this year across the portfolio including continuous improvement programmes in Illovo, delivering strong commercial outcomes and exceptional profit levels, while Agriculture has been reshaping its business for the future. Management and the Committee did not think it appropriate for the STIP to be paid at maximum. The financial element of the STIP will be paid at an on-target level in Primark rather than using the calculated maximum outturn. While the STIP financial outcome in our Food businesses in aggregate is ahead of target, on balance the Committee has determined that an on-target payment is appropriate for the financial performance element of the STIP for those measured on Group performance, including the executive directors. Accordingly, the Committee exercised downwards discretion to reduce payments on the STIP financial element. 2020/21 STIP – personal performance Business performance Divisional financial and operational objectives George Weston – outcome 15/20 John Bason – outcome 16/20 • Excellent cash and balance sheet management to deliver £1.9bn of net cash excluding lease liabilities at the end of the year despite ongoing COVID-19 uncertainty and store closures. • Reopening of the Vivergo bioethanol plant to support the UK Government’s E10 agenda. • AB Mauri’s joint venture with Wilmar in China now up and running and delivering to plan. • Excellent management of Primark store reopenings and closures. UK market share was retained; data for the clothing, footwear and accessories markets for the 12 weeks from 31 May to 22 August showed that Primark had the same value share of the total market compared to the same period two years ago. Development and delivery of strategies • Dividend payments have been • Dividend payments have been resumed following a period of very strong cash management resumed following a period of very strong cash management Business health People and organisation Developing long-term business health • Work underway on significant investment projects in China, Australia, India, USA and Europe across the Food businesses to support growth, business improvement and the ESG agenda • High investment-grade rating achieved to support any future financing strategy • Completion of a number of acquisitions in the Ingredients and Agriculture divisions to strengthen propositions and emerging businesses • Extensive communication and • Onboarding of new Group Financial engagement with leadership teams and small groups of colleagues throughout the Group to provide context and support during COVID-19 • New structures and ways of working in place to support ESG agenda, including the establishment of a new Corporate Responsibility Hub • Increased profile of diversity, equity and inclusion initiatives in all businesses underpinned by enhanced strategies and plans. Expansion of Women in ABF across the Americas • Enhanced dialogues with businesses on how employee engagement processes and resulting actions are progressing • Progress on safety continues with lost time injuries now seven times lower than in 2005 Controller • New finance development programme in place across the Group against refreshed vision and priorities for finance talent • Diversity, equity and inclusion has become a key factor for all Group-led finance development work with equal gender representation in the new finance programme • Work to prepare for Brexit was rewarded with no surprises and a relatively smooth transition. We continue working to influence the post-Brexit agenda. • Significant preparatory work to put the Group in a strong position for the first year of TCFD reporting in 2021/22, with extensive research on scenario impacts across the Group and development of approaches to measurement 124 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 125 DIRECTORS’ REMUNERATION REPORT continued Executive directors’ shareholding and scheme interests Scheme interests (audited information) The tables below detail the conditional share interests held by the executive directors as at 18 September 2021. The awards made were in line with the Remuneration Policy in place at the time. LTIP Vesting of LTIP awards is subject to meeting performance conditions over the performance period. A further two-year post-vesting holding period applies to net of tax shares. George Weston LTIP Scheme John Bason LTIP Award date 19/11/18 09/12/19 20/11/202 19/11/18 09/12/19 20/11/202 Maximum award % of salary 200% 200% 200% 200% 200% 200% Face value at grant £000 2,180 2,180 2,180 1,440 1,440 1,440 Market price at grant1 2517.2p 2507.4p 2020.9p 2517.2p 2507.4p 2020.9p End of performance period Maximum 86,604 86,943 107,873 57,206 57,430 71,255 18/09/21 17/09/22 16/09/23 18/09/21 17/09/22 16/09/23 Shares vesting Target (50% of maximum) 43,302 43,473 53,937 28,603 28,715 35,628 Threshold (10% of maximum) Release date 8,660 19/11/21 8,694 21/11/22 10,787 20/11/23 5,721 19/11/21 5,743 21/11/22 7,126 20/11/23 1 The share price used to determine the number of shares allocated is the average closing price on the five trading days immediately preceding the award 2 The performance range for this award is set out on page 128 STIP – shares The value of deferred STIP shares released is determined based on the achievement of the STIP performance conditions. Scheme Award date % of salary Face value at grant £000 Market price at grant1 End of performance period Maximum shares Shares lapsed for performance Shares subject to service condition Release date Maximum award Deferred awards George Weston Deferred awards John Bason Deferred awards 19/11/18 09/12/19 20/11/20 19/11/18 09/12/19 20/11/20 50% 50% 50% 50% 50% 50% 545 545 545 360 360 360 2517.2p 2507.4p 2020.9p 14/09/19 12/09/20 18/09/21 2517.2p 2507.4p 2020.9p 14/09/19 12/09/20 18/09/21 21,651 21,736 26,968 14,302 14,358 17,814 5,601 21,736 13,484 3,700 14,358 8,907 16,050 19/11/21 – 21/11/22 13,484 20/11/23 10,602 19/11/21 – 21/11/22 8,907 20/11/23 1 The share price used for determining the number of shares in an allocation is the average closing price on the five trading days immediately preceding the award date. LTIP 2018–21 The table below shows details of the targets set (adjusted for the impact of IFRS 16) and performance achieved. Threshold Target Maximum Performance Calculated outcome Discretionary outcome 40% of award 60% of award Group adjusted earnings per share ROACE downward modifier Group adjusted earnings per share in the non-Sugar businesses ROACE downward modifier Vesting as % of maximum 154p 167p 10% 11% 181p 12% 80.1p 9.88% 147p 159p 10% 11% 173p 12% 72.1p 10.30% 0% n/a 0% 0% n/a 0% 0% 40% The default position would be that no shares vest. However, as explained in the Committee Chair’s letter on page 117, we considered at the start of 2020/21 the possibility of applying the Committee’s discretion to allow a part of the award to vest. We capped any such discretionary vesting at 60% of the allocated shares and defined a framework to inform our potential application of discretion. The framework was shared with executives at the start of 2020/21. At the end of the year, we assessed performance and progress against the framework we had set and decided, for the reasons set out below, that 40% of the allocated shares should vest. This outcome was informed by the framework but not calculated mechanically and the final decision was based on the Committee’s judgement, recognising that this approach lies outside normal practice. However, we believe that exceptional performance in exceptional circumstances merits an exceptional approach. Performance taken into account Immediate actions to preserve and deliver value for our shareholders The actions listed here, taken in 2019/20 but continued in 2020/21, were a filtering factor to determine whether the application of discretion was appropriate. • Fast and decisive management action in 2019/20 reduced the impact of cash outflows from Primark closures, requiring careful work with suppliers and partners. Preparing for reopenings was equally challenging and this cycle was repeated in 2020/21. • Cash needed to be conserved in the Food businesses even as many were under extreme pressure to produce higher volumes while investing in PPE and equipment to ensure all our factories were safe places for our people to work. • Overall careful management of cash led to a healthy closing cash balance of £1.6bn in September 2020 and £1.9bn in September 2021, enabling continued progress and investment in growth across the businesses as well as payment of a special dividend to be paid on 14 January 2022. Performance across the portfolio – strengthening and developing the business This assessment provided the main input to the Committee’s determination of an appropriate quantum for vesting. The performance elements were determined and shared with the senior executives at the start of this financial year. Performance element Food excluding Sugar Sugar Performance context and outcome The Food businesses have delivered average annual growth of 5% over the past 15 years, founded on selective and well-executed acquisitions, strengthening market positions and sustaining key brands. This trajectory has continued over the LTIP performance period. Average annual growth in Food profitability excluding Sugar was affected by the recent impacts of commodity price inflation, especially in corn oil, but still reached compound annual growth of 4.5% over the last three years, in line with its expected contribution to groupwide LTIP targets. Examples of strategic progress include: • the successful integration and nurturing of Acetum, Anthony’s Goods and Yumi’s; • implementation of successful wellness branding in Twinings and revised brand positioning in Ovaltine’s key markets; and • progress in delivering an extensive series of investment opportunities to drive future growth in the Foods businesses. The critical objective for Sugar has been to achieve above cost-of-capital returns over the cycle, following the disruption caused by deregulation in Europe. The outcome in 2020/21 was 9.5% on a comparable basis to the target set for the year of 7.5%. There has been significant progress compared with a return of below 2% in 2018/19 (on an IFRS 16 pro forma basis), driven over the period by actions to maintain cost competitiveness particularly in British Sugar, the adoption of cost-improving initiatives in Illovo, and in the past year work on route to market and pricing strategy in Africa that have delivered higher sales and an improved sales mix. We assess this progress as ahead of our expectations, and the impairments this year in Azucarera and elsewhere as necessary steps to recognise and address structural long-term challenges. The return of 9.5% includes the book value of goodwill, which we include for remuneration purposes only, and reverses the impact of impairments out of the capital employed, which reduces ROACE for remuneration purposes. The reported ROACE of 10.2% excludes impairments in the denominator. Outcome Around target Exceeds Primark With enforced store closures, Primark could not deliver the performance anticipated in the Group LTIP targets, which assumed a Primark operating profit of more than £1bn compared to the £321m achieved. This outcome was seen as very creditable in the circumstances, but Primark’s performance has been assessed against a mix of operational, financial and strategic measures: Around target • Primark like-for-like sales compared with 2018/19 were 85% in the first half and 91% in the second half, against a target set for the year of 85% (reflecting some ongoing restrictions and the impacts of COVID-19 on footfall and customers’ buying behaviour). • Primark second half margins before repayment of job retention scheme monies were above 10%, against a target of 9%, achieved through great attention to detail in managing the shopping experience, the offer and inventory levels. • 15 new stores opened in the year, with successful store re-sizing and improved in-store experience in the US. We were able to initiate moving ahead with a substantial US expansion plan. • We have accelerated investment in a new and improved customer-facing website to respond to changing customer behaviours and needs resulting from COVID-19. The new website will showcase much more of the Primark range and provide customers with information on ranges by store. We are also improving the underlying business through a programme of warehouse automation that is progressing well, and through the implementation of the Oracle programme across the whole supply chain. 126 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 127 DIRECTORS’ REMUNERATION REPORT continued Performance element ESG Performance context and outcome Primark Cares was launched successfully. This is a new holistic positioning that communicates Primark’s ESG ambition related to the products we sell, reducing our carbon impact and improving the lives of people in our supply chain. Notable elements include an increased proportion of items made from sustainable, organic and recycled materials, a reduction in plastic and a commitment to reduce significantly greenhouse gas emissions in our supply chain. The launch included extensive implementation plans and proof points. ESG progress was supported by two ESG days for investors. The first outlined our Group-level approach and how this fits with our operating model, and showcased the breadth and depth of ESG activity underway across the Group. The second communicated our launch of Primark Cares. Outcome (of reduced maximum) Exceeds Interests of our wider stakeholders These actions were also primarily intended as a filter to assess whether application of discretion would be appropriate. • Our people – we rapidly established and maintained safe working conditions, supporting physical and mental health. We have not instigated redundancy programmes related to the pandemic and are creating new jobs as we open new Primark stores. • Our shareholders – we have resumed dividend payments. • Our customers – by keeping our factories running we played a critical role in keeping food supply chains operating. • Governments – we were one of the first companies to decide not to use the UK Job Retention Bonus. All job retention scheme monies received this year have been repaid wherever possible. • Suppliers – we have engaged to provide financial support to suppliers as we reinstated orders and deliveries step-by-step. LTIP – 2020/21 awards (vesting in 2023) and 2021/22 awards (vesting in 2024) The performance ranges for the 2020-23 LTIP are below: Shares vesting as % of award Modifier Performance range Group adjusted earnings per share without Sugar in 2022/23 Threshold 10% Target 50% Maximum 100% 125p 132p 142p Modifier – Group ROACE without Sugar over four years Threshold Maximum Modifier – Sugar ROACE over four years Threshold Maximum 80% 10% 100% 12% 80% 5% 100% 8% Executive directors’ shareholding requirements (audited information) The interests below as at 18 September 2021 remained the same at 5 November 2021. Both directors have met our shareholding requirement. Holding requirement Beneficial Beneficial as % of salary1 LTIP awards subject to performance condition Unvested deferred awards Total 18 September 2021 Total 12 September 2020 George Weston2 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 n/a 6,328 n/a n/a n/a 6,328 5,940 250% of salary 3,768,790 6,537% 281,420 70,355 4,120,565 3,950,264 250% of salary 187,550 483% 185,891 46,474 419,915 383,717 1 Calculated using share price as at close of business on 17 September 2021 of 1890p and base salary as at 18 September 2021. 2 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 18 September 2021. Non-executive directors’ remuneration and share interests Non-executive directors’ fees Chairman Additional fee for Senior Independent Director responsibilities Additional fee for Committee Chair (Audit/Remuneration only) Additional fee for responsibility for workforce engagement Additional fee for chairing Primark Finance and Risk Committee Director Fees effective 1 Dec 2021 £425,000 £21,000 £23,500 £23,500 £19,000 £76,000 Fees effective 1 Dec 2020 £410,000 £21,000 £23,500 £23,500 £19,000 £74,000 Fees were reviewed during 2021 and it was determined that the fee for the Chairman should be increased to £425,000 and for the non-executive directors should be increased by £2,000. The Chairman’s fee had not been increased since his appointment as Chairman in 2018. The performance ranges for the 2021-24 LTIP are below: Non-executive directors’ remuneration (audited information) Shares vesting as % of award Modifier Performance range Group adjusted earnings per share without Sugar in 2023/24 Threshold 10% Target 50% Maximum 100% 132p 142p 152p Modifier – Group ROACE without Sugar over five years Threshold Maximum Modifier – Sugar ROACE over five years Threshold Maximum 80% 10% 100% 12% 80% 5% 100% 9% The adjusted earnings per share performance ranges above are intended to be stretching. The Committee conducted an analysis of the growth potential and challenges facing each of the divisions over the performance period. These ranges were tested to ensure they were sufficiently stretching. The Group ROACE without Sugar modifiers are set at a level intended to guard against poor investment decisions. It is not set at a level that is intended to drive growth in returns and acts only as a downward modifier to the calculated incentive outcomes. The Sugar return range is measured over four years for the 2020/21 award and increases to five years for the 2021/22 award to capture highs and lows in world sugar prices. This modifier acts only as a downward modifier to incentive outcomes. The Sugar performance for incentive payments will have the impairments taken in 2020/21 added back into the denominator to ensure that there is no unintended benefit for executives from taking these write downs. Michael McLintock Ruth Cairnie Richard Reid Emma Adamo Wolfhart Hauser Graham Allan Heather Rabbatts1 Fees 2021 £000 417 120 145 75 75 75 41 20202 £000 362 102 102 65 65 65 – Fixed pay 2021 £000 417 120 145 75 75 75 41 2020 £000 362 102 102 65 65 65 – Variable pay 2021 £000 – – – – – – – 2020 £000 – – – – – – – Single total figure of remuneration 2020 £000 362 102 102 65 65 65 – 2021 £000 417 120 145 75 75 75 41 1 Heather Rabbatts joined the Board on 1 March 2021. 2 Fees were temporarily reduced by 25% from 1 April 2020 to the end of the 2020 financial year due to the impact of COVID-19. 128 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 129 DIRECTORS’ REMUNERATION REPORT continued Non-executive directors’ shareholdings and share interests (audited information) Directors’ pay in the context of the Group’s wider pay practices 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 remained the same at 9 November 2021. The Committee has regard to workforce remuneration and related policies across the Group and ensures alignment of incentives and reward with the Company’s culture when determining the Remuneration Policy for directors. Michael McLintock Ruth Cairnie Richard Reid Emma Adamo1 Wittington Investments Limited, ordinary shares of 50p Associated British Foods plc, ordinary shares of 515/22p Wolfhart Hauser Graham Allan Heather Rabbatts Total Total 18 September 2021 24,000 5,223 3,347 12 September 2020 15,000 5,223 3,347 2021 total holding as % of annual fee2 111% 83% 45% 1,322 504,465 3,918 6,000 – 1,322 504,465 3,918 6,000 – n/a 12,884% 100% 153% 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 18 September 2021. 2 Calculated using share price as at close of business on 17 September 2021 of 1890p and fee rate as at 18 September 2021. Directors’ service contracts Executive directors George Weston John Bason Non-executive directors Michael McLintock Emma Adamo Ruth Cairnie Wolfhart Hauser Richard Reid Graham Allan Heather Rabbatts Date of appointment 19/04/99 04/05/99 01/11/17 09/12/11 01/05/14 14/01/15 14/04/16 05/09/18 01/03/21 Date of current contract/letter of appointment 01/06/05 19/08/19 11/04/18 09/12/11 11/04/18 14/01/15 13/04/16 05/09/18 16/02/21 Notice from Company Notice from individual Unexpired period of service contract 12 months 12 months 12 months Rolling contract 12 months Rolling contract 6 months 6 months 6 months 6 months 6 months 6 months 6 months 6 months Rolling contract 6 months Rolling contract 6 months Rolling contract 6 months Rolling contract 6 months Rolling contract 6 months Rolling contract 6 months Rolling contract Copies of service contracts are available for inspection at the Company’s head office. Fair pay Associated British Foods is a diversified business that currently operates in 53 countries and employs 128,000 people working across our five business segments. Our people are central to our business and we pride ourselves on being a first-class employer. As an international business we have a duty to operate responsibly and want to ensure that the people who work in our businesses are paid fairly. We support the work of governments to ensure that minimum wages are sufficient to allow employees to have an acceptable standard of living. Our businesses, each of which is responsible for setting and managing its own remuneration approach, operate in line with the principles set out below and in compliance with all local laws. Pay should be appropriate and market-competitive • Appropriate for the employee’s role, experience and skills. • Local market conditions (industry/location/cost of living) should be considered when setting pay levels. Pay should be free from discrimination • Pay should not be impacted by an individual’s age, gender, sexual orientation, ethnicity or other characteristics. Pay should be intuitive and explainable • Fixed pay will meet or exceed all legal minimum standards and appropriate industry standards (such as collective bargaining agreements). • The business should be able to explain how employees’ pay has been calculated so that it is easy to understand. • Employees should always receive compensation regularly, in full and on time. Employee engagement We value the opinions of our people and many of our businesses undertake regular engagement surveys, encouraging their employees to provide honest feedback about their jobs, workplaces and overall satisfaction. Through this mechanism, as well as by talking to their HR colleagues, works councils and unions, employees can also feed back their views on executive remuneration. Our 2021 Responsibility Update provides further details of how we develop and engage with our employees. On behalf of the Board, Richard Reid is the designated non-executive director for engagement with the workforce. More information can be found on page 102. The table below summarises the remuneration structure for the wider workforce: Below the Board Salary Salary increase budgets are determined by each of the businesses for each country, taking into account country-specific conditions such as inflation. Salary increases are then determined by line managers based on factors such as development in role and local market practice. Salaries are benchmarked against the wider market to ensure that we are able to recruit and retain talented people. We review the ratio of the Chief Executive’s pay to that of our UK employees in the next section of this Remuneration Report. STIP In our decentralised model the approach to incentives varies by division. This is consistent with our line of sight approach and ensures that the design is appropriate for the strategy of each business and takes account of local market practice. There is a common governance framework, with central oversight, for signing off all changes to incentive design to ensure that risks are mitigated and cultural considerations are appropriately taken into account. The key performance measures of adjusted operating profit, working capital and personal performance are commonly used across the Group. Where appropriate, other measures, including ESG goals, are used to drive focus on strategic imperatives. As employees progress and are promoted, their target and maximum bonus increase. Executive directors Salary increases are normally aligned with those of the wider workforce. Consistent with the wider workforce, salaries are also set competitively against peers in support of the recruitment and retention of executive directors. The STIP for executive directors is primarily based on the financial performance of the Company. STIP share awards are made for 25% of the total STIP payment and are deferred for a further two years after the performance condition has been met. LTIP We make share-based LTIP awards to around 170 of our most senior managers across the Group to support the remuneration philosophy of incentivising superior long-term business results and shareholder value creation. The performance measures for around a third of participants are aligned fully or partially to those of the executive directors. For other participants, the appropriate measures are agreed with the individual business. We also operate a cash LTIP in some regions and divisions to ensure long-term incentivisation for a wider population of senior managers. All of our LTIPs have a performance period of at least three years with some being up to five years. Awards are made as a percentage of base salary. Pension A pension/provident fund is offered to our employees in line with local market requirements and practices, including, in some cases, defined benefit arrangements. Exceptions to this are countries where pension provision is not prevalent in the local market and/or is provided by the state. In the UK, newly appointed employees and executives of all ABF companies are entitled to receive a company pension contribution that matches their own contribution to a maximum of 10% of salary. They are eligible to take some or all of this as a cash alternative if subject to the lifetime or annual allowance. In certain countries, including the UK and Ireland, longer-serving employees continue to participate in and accrue benefits under defined benefit pension schemes which are closed to new members. Executive directors’ LTIP grants are performance share awards, granted by reference to a percentage of salary. Awards vest subject to achievement of performance conditions. In addition to the LTIP’s three-year performance period, executive directors are subject to an additional two-year holding period. Newly appointed executive directors are eligible to receive a company pension contribution of up to 10% of salary in line with the wider workforce in the UK. They are eligible to take some or all of this as a cash alternative if subject to the lifetime or annual allowance. Benefits In our decentralised model, we expect our businesses to ensure that core benefits provided to employees in each country remain appropriate and local market competitive. For example, in our African sugar businesses, outside South Africa, we have onsite clinics/hospitals (dependent on country) available to our employees and their families to ensure that they have access to healthcare. In other locations such provision may be state provided or may be covered by insurances that we offer as a benefit to employees. Executive directors receive benefits which consist primarily of the provision of a company car/allowance and healthcare. In addition, executive directors are eligible for benefits available to the wider workforce. 130 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 131 DIRECTORS’ REMUNERATION REPORT continued CEO Pay Ratio Year 2020/21 2019/20 2018/19 Methodology used Option B Option B Option B Lower quartile 171:1 79:1 253:1 Median 155:1 70:1 238:1 Upper quartile 115:1 48:1 169:1 We have chosen to use Option B of the available methodologies to calculate our CEO Pay Ratio. Given the complexity of our Group, this approach enables us to use existing gender pay data for Great Britain (GB) as a foundation for our calculations. We determined the hourly rates at each quartile of our 5 April 2020 gender pay data then calculated the average annual salary and total remuneration for each quartile as each point represents multiple individuals. We pro-rated the data for part-time individuals to reflect full-time equivalent remuneration. The employees for the lower quartile data point are Primark employees, at median they are from Primark and Allied Bakeries and at upper quartile they are from nine of our businesses. This data is considered to be broadly representative of total remuneration across our workforce in the UK. However, many of our early career employees are in Primark and this is reflected in the data, with those in the Food businesses typically later in their careers and with remuneration at higher levels reflecting their skills and experience. The median ratio has increased since last year as George Weston’s salary was reduced for a significant part of 2019/20 and no STIP or LTIP was earned for that year, whereas this year he will be paid an STIP and the LTIP will vest. Compared with 2018/19, the pay ratio has decreased, reflecting increases in salaries for the workforce in this period and a lower level of incentive paid to George Weston this year than in 2018/19. Whilst based on data for GB only, this year’s pay ratio reflects the relationship between the Chief Executive’s pay and the experience of UK employees as a whole. Salary Single figure of total remuneration Lower quartile £18,381 £19,775 Median £19,384 £21,888 Upper quartile £27,774 £29,422 Annual percentage change in remuneration of directors and employees Executive directors George Weston1 John Bason2 Non-executive directors Average for non-executive directors who do not chair Board Committees3 Michael McLintock4 Ruth Cairnie5 Richard Reid5 Average UK Associated British Foods parent employee 2021 % change in salary/fees 2021 % change in benefits6 2021 % change in cash STIP7 2020 % change in salary/fees8 2020 % change in benefits2 2020 % change in cash STIP3 33.09% 34.30% 15.38% 15.19% 17.65% 42.16% 0% 0% n/a n/a n/a n/a 100% 100% -23.52% -21.19% 0% -23.81% -100% -100% n/a n/a n/a n/a -12.16% -11.49% -8.11% -8.11% n/a n/a n/a n/a n/a n/a n/a n/a 4.7% 3.9% 167% 0.7% 2.90% -63% 1 George Weston’s rate of salary did not increase between 2019/20 and 2020/21 2 John Bason’s rate of salary increased by 2.0% in line with other UK-based employees. 3 There has been no change to the base fee rate in this period. 4 There has been no change to the Chairman’s fee in this period. 5 In 2020 the Committee Chair fee increased and, in addition, Richard Reid took on additional responsiblities in the period, which is reflected in the numbers above. 6 Benefits data is calculated on the same basis as the benefits data in the single figure table on page 123 and includes benefits in kind and benefits taken in 7 cash but excludes any pension allowances. Includes cash STIP payments only and for 2019/20 reflects the fact that no payment was earned on financial performance measures and that for John Bason and George Weston no personal STIP was paid. 8 Average data for 2019/20 includes data for individuals who had COVID-19 related salary reductions. George Weston and John Bason’s salaries were reduced by 50% for nearly half of 2019/20. The Chairman and non-executive directors had their fees reduced by 25% for a significant portion of 2019/20. 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: Pay spend for the Group Dividends relating to the period Taxes paid Additional disclosures 2021 £m 2,639 211 298 2020 £m 2,505 – 254 Change % 5% 100% 17% Total Shareholder Return (TSR) performance and Chief Executive’s pay The performance graph below illustrates the performance of the Company over the 10 years from September 2011 to September 2021, 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. 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 ABF £224 FTSE £187 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 ABF FTSE 100 Source: DataStream Return Index 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Single total figure remuneration (£000) Annual variable element – STIP (% of maximum) Long-term variable element – LTIP (% of maximum) 3,859 5,832 7,470 3,056 3,133 4,849 3,843 4,204 1,138 3,390 60.63% 83.15% 59.49% 44.46% 86.75% 97.47%1 50.34%1 73.37%1 0% 52.50% 97.42% 85.00% 100% 18.54% 0% 51.02% 100% 57.13% 0% 40.00% 1 STIP reflects the percentage of maximum before share price impacts. 132 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 133 DIRECTORS’ REMUNERATION REPORT continued 2019/20 STIP – achievement against financial targets This table shows our required retrospective disclosure of financial targets for 2019/20. The STIP outcome was disclosed in last year’s annual report. 2019/20 financial performance Statement on shareholder voting Resolution Directors’ Remuneration Policy Directors’ Remuneration Report Date of AGM December 2019 December 2020 Votes for 96.23% 99.00% Votes against 3.77% 1.00% Votes withheld 98,600 89,350 Cash element Threshold Target Maximum Outcome (% of salary) Outcome (% of maximum) Adjusted operating profit (£m) STIP for this level of profit (as % of salary) Working capital (as a % of revenue) Working capital modifier Financial outcome (adjusted operating profit outcome x working capital multiplier) STIP financial performance (% of maximum) Personal performance (as % of salary) Total cash STIP 1,463 15% 1,543 1,623 65% 108.3% 1,024 0% 17.71% 16.55% 15.39% 14.62% 1.2 0.8 1.2 1.0 George Weston and John Bason George Weston and John Bason 12% 9.23% 65% 50% 130% 100% 0% 13.3% 20% 12% 78.3% 150% Shares element 0% 0% 0% 0% 0% 100% 0% 0% 0% 0% Total 2019-22 STIP shares (financial performance only) George Weston and John Bason 5% 25% 50% 0% 0% 2019/20 was a year unlike any other. As the pandemic struck and its likely impact became clearer, it was essential to assess the impact of extensive store closures on the cash flows of the business. Prompt action needed to be taken to ensure access to funding as needed through the various loan facilities available to us to ensure going concern status. A set of actions then needed to be developed to preserve cash within Primark while not penalising suppliers. The executives developed plans for managing stock into the business, recognising it would not be sold as planned, and worked with suppliers on stock management, including setting up a supplier fund to support workers and providing commitments to taking autumn/winter stock once cash positions and store reopenings became clearer. Consistent with our values, government schemes were only used where absolutely necessary in Primark where stores were closed, but not in the Food businesses despite some colleagues being asked to shield and not being able to work. Actions were also taken to preserve cash in the Food businesses. Throughout, support was provided across our businesses to protect the safety and wellbeing of our people. The executive and non-executive directors took salary cuts during the second half of the financial year. All these actions contributed to the strong cash position at the end of the year of £1.6bn. As a result of COVID-19, a number of actions in the original personal targets for the executives reduced in importance. However, despite COVID-19, progress was made on a number of key fronts. A small number of acquisitions were made including of Larodan to bring in polar lipids capability to the Ingredients group. Sugar returns improved as a result of restructuring and cost management initiatives in both British Sugar and Illovo. Initiatives were established to improve Primark’s brand positioning in northern Europe. On the people side, the new Chief People and Performance Officer was successfully onboarded and recruitment was completed for a Group Financial Controller. The transition to IFRS 16 was well managed and additional capability established in the Group on cybersecurity. In spite of the above, no personal incentive payments were made as both executive directors waived any payment. Payments to past directors and payments for loss of office (audited information) No payments were made in the year. Remuneration Committee advisers and fees Following a competitive tender the Committee appointed Deloitte LLP (Deloitte) in March 2020 to provide independent advice to the Committee. Deloitte are members of the Remuneration Consultants Group and adhere to its code in relation to executive remuneration consulting. The Committee is satisfied that the advice it received in the year was objective and independent. During the year, the other services that Deloitte provided to the Company were corporate and employment tax advice, advice related to transactions, and risk-related advisory work.The fees paid to Deloitte for Committee assistance over the past financial year totalled £71,975. Herbert Smith Freehills LLP provide the Company with legal advice. Their advice is made available to the Committee, where it relates to matters within its remit. 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 (as amended), the recommendations of the UK Corporate Governance Code (July 2018) and the requirements of the UKLA Listing Rules. The Directors’ Remuneration Report was approved by the Board and signed on its behalf by Paul Lister Company Secretary 9 November 2021 134 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 135 Directors’ Report The directors of Associated British Foods plc present their report for the 53 weeks ended 18 September 2021, in accordance with section 415 of the Companies Act 2006. The Financial Conduct Authority’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. require all directors to retire and seek re-election at each AGM in line with the 2018 Code. Details of unexpired terms of directors’ service contracts are set out in the Directors’ Remuneration Report on page 130. 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 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 and insurance The directors of a subsidiary company that acts as trustee of a pension scheme benefitted from a qualifying pension scheme indemnity provision during the financial year and at the date of this report. 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. 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 Directors’ Remuneration Report on pages 126, 129 and 130. The information set out on page 139 and the following cross-referenced material, is incorporated into this Directors’ Report: • likely future developments in the Group’s business (pages 22 to 61); • greenhouse gas emissions and energy consumption (pages 78 to 79); • the Board of Directors (pages 98 to 99); • information on our employees (pages 80 to 84); • information on how the directors have engaged with employees (including those in the UK), have had regard to employee interests and the effect of that regard on the Company’s principal decisions (pages 65 to 71, 80 to 84, 102 and 105); • information on how the directors have had regard to the need to foster the Company’s business relationships with suppliers, customers and others and the effect of that regard, including on the principal decisions taken by the Company during the year (pages 65 to 71 and 72 to 85); and • the Corporate Governance Report (pages 96 to 135). Results and dividends The consolidated income statement is on page 150. Profit for the financial year attributable to equity shareholders amounted to £478m. The directors recommend a final dividend of 20.5p per ordinary share to be paid, subject to shareholder approval, on 14 January 2022. Together with the interim dividend of 6.2p per share paid on 9 July 2021, this amounts to 26.7p for the year. The directors have also declared a special interim dividend of 13.8p per share also to be paid on 14 January 2022, which is not subject to shareholder approval. See page 169 for the note on dividends. Directors The names of the persons who were directors of the Company during the financial year and as at 5 November 2021 appear on pages 98 to 99. Appointment of directors 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. 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 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 Location in annual report Note 24 on pages 184 and 185 Note 24 on pages 184 and 185 Directors’ Report on page 137 (below) (12) Shareholder waiver of dividends (13) Shareholder waiver of future dividends (14) Board statement on relationship agreement with controlling shareholder 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 18 September 2021, had a combined interest in approximately 58.3% 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’ as further amended and restated on 25 June 2020). 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; • 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 The Company did not receive any formal notification, under the Disclosure Guidance and Transparency Rules, of any material interest in shares in the year to 18 September 2021. As at 5 November 2021, the last such notification received was the notification on 19 October 2018 that The Capital Group Companies, Inc. had a shareholding of 39,523,864 shares, which is 4.99% of the issued share capital and voting rights of the Company. Details of the Company’s controlling shareholders for the purpose of the Listing Rules who, as at 18 September 2021, had a combined interest in approximately 58.3% of the voting rights in the Company’s ordinary shares are set out above. The Company is a premium listed company on the London Stock Exchange and, under the Listing Rules, is required to carry on an independent business as its main activity. This requirement is reinforced by the existence of the Relationship Agreement as described in more detail in the previous column. Share capital Details of the Company’s share capital and the rights attached to the Company’s shares are set out in note 22 on page 183. The Company has one class of share capital: ordinary shares of 5 15/22p. The rights and obligations attaching to these shares are governed by English law and the 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. Authority to issue shares At the last AGM, held on 4 December 2020, 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 10 December 2021. No such shares have been issued. The directors propose to renew this authority at the 2021 AGM for the forthcoming year. A further special resolution passed at the 2020 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 in certain circumstances. This authority also expires on the date of the 2021 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. 136 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 137 Auditor Resolutions for the reappointment 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. Annual general meeting The AGM will be held on 10 December 2021 at 11.00 am. Details of the resolutions to be proposed are set out in a separate Notice of AGM 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. The Directors’ Report was approved by the Board and signed on its behalf by Paul Lister Company Secretary 9 November 2021 Associated British Foods plc Registered office: Weston Centre 10 Grosvenor Street London W1K 4QY Company No. 293262 DIRECTORS’ REPORT continued Amendment to Articles 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 is a £1.1bn syndicated loan facility, last extended on 19 August 2020, maturing in July 2023, which was undrawn at the year end. In the event of a change in ownership of the Company, the lenders may request cancellation of the commitment and repayment of any outstanding amounts; • £297m (approximate sterling equivalent) of private placement notes in issue to institutional investors. 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; and • cross-currency swaps in place totalling $300m to swap all of the private placement debt denominated in US dollars to euros. 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 nor incur any political expenditure. 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 26 starting on page 186. 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. The Company has a major technical centre in the UK at the Allied Technical Centre. Facilities also exist at ACH Food Companies in the USA, AB Mauri in Australia and the Netherlands (including the new Global Technology Centre opened in the Netherlands in March 2021), AB Enzymes in Germany and the new pilot plant in Rajamäki, Finland opened in early 2021 by our joint venture, Roal. 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. 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 each director 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 they ought to have taken as a director to make themself 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 140 to 149. Statement of directors’ responsibilities 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. On behalf of the Board Michael McLintock Chairman George Weston Chief Executive John Bason Finance Director 9 November 2021 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 Adopted IFRS and have elected to prepare the parent company financial statements in accordance with UK Accounting Standards, including FRS 101. 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 Adopted IFRS; • 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, Directors’ Remuneration Report 138 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 139 INDEPENDENT AUDITOR’S REPORT Independent Auditor’s Report to the members of Associated British Foods plc 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 18 September 2021 and of the Group’s profit for the 53 weeks then ended; • the Group financial statements have been properly prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards adopted pursuant to Regulation (EC) No. 1606/2002 as it applies in the European Union; • the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements of Associated British Foods plc (the ‘parent company’) and its subsidiaries (the ‘Group’) for the 53 weeks ended 18 September 2021 which comprise: Group Parent company Consolidated balance sheet as at 18 September 2021 Balance sheet as at 18 September 2021 Consolidated income statement for the 53 weeks then ended Statement of changes in equity for the 53 weeks then ended Consolidated statement of comprehensive income for the 53 weeks then ended Related notes 1 to 11 to the financial statements, including significant accounting policies Consolidated statement of changes in equity for the 53 weeks then ended Consolidated cash flow statement for the 53 weeks then ended Related notes 1 to 30 to the financial statements, including a summary of significant accounting policies The financial reporting framework that has been applied in the preparation of the consolidated financial statements is applicable law and International Accounting Standards in conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards adopted pursuant to Regulation (EC) No. 1606/2002 as it applies in the European Union. 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, including FRS 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice). 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 during the planning, execution and conclusion of our audit is sufficient and appropriate to provide a suitable basis for our opinion. Conclusions relating to going concern In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the Group and parent company’s ability to continue to adopt the going concern basis of accounting included: • Challenging the detailed assumptions underpinning the Group’s forecasts for the going concern period until February 2023, in particular around sales in Primark, given the uncertainties arising from COVID-19 and the Group’s experience since stores reopened. We also considered whether the Group’s forecasts in the going concern assessment were consistent with other forecasts used by the Group in its accounting estimates, including impairment. • Understanding the process undertaken by management to evaluate the operational and economic impacts of COVID-19 on the Group and to reflect these in the group’s forecasts. • Considering the downside scenario identified by management in their assessment on page 95, assessing whether there are any other scenarios which should be considered, and assessing whether the quantum of the impact of the downside scenario in the going concern period was sufficiently severe whilst remaining plausible; • Testing the clerical accuracy of the model used to prepare the Group’s going concern assessment. • Performing a reverse stress test to establish the reduction in revenue and the related impact on the cash flows that could lead either to a loss of liquidity or a covenant breach and considering whether this scenario was plausible. • Obtaining evidence to support the availability of financing outside of the going concern period after the expiration of the group’s revolving credit facility in July 2023. • Assessing the appropriateness of the Group’s disclosure concerning the going concern basis of preparation. The audit procedures performed to address this risk were performed by the Group audit team. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group and parent company’s ability to continue as a going concern until the end of February 2023. In relation to the Group and parent company’s reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group’s and parent company’s ability to continue as a going concern. 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 company 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 adjusted profit before taxation, risk profile (including country risk, controls and internal audit Overview of our audit approach Audit scope – We performed an audit of the complete financial information of 104 components and audit procedures on specific balances for a further 27 components. – The components where we performed full or specific audit procedures accounted for 85% of adjusted profit before taxation, 85% of revenue and 86% of total assets. Key audit matters – Assessment of the carrying value of goodwill, other intangible assets, property, plant and equipment and right of use assets – Tax provisions – Primark inventory valuation provisions – Revenue recognition, including the risk of management override Materiality – We used a Group materiality of £39 million, which represents 4% of adjusted profit before taxation 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 ensure we had adequate quantitative coverage of significant accounts in the financial statements, of the 693 reporting components of the Group, we selected 131 components, which represent the principal business units within the Group. Of the 131 components selected, we performed an audit of the complete financial information of 104 components (‘full scope components’), which were selected based on their size or risk characteristics. For the remaining 27 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 audit procedures accounted for 85% of the Group’s adjusted profit before taxation (2020: 83% of profit before tax), 85% of the Group’s revenue (2020: 86%) and 86% of the Group’s total assets (2020: 86%). For the current period, the full scope components contributed 74% of the Group’s adjusted profit before taxation (2020: 78% of profit before tax), 80% of the Group’s revenue (2020: 80%) and 82% of the Group’s total assets (2020: 82%). The specific scope components contributed 11% of the Group’s adjusted profit before taxation (2020: 5% of profit before tax), 5% of the Group’s revenue (2020: 6%) and 4% of the Group’s total assets (2020: 4%). 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 562 components that together represent 15% of the Group’s adjusted profit before taxation, none are individually greater than 1% of the Group’s adjusted 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. Adjusted Profit before taxation Revenue Total assets Full scope components 74% Specific scope components 11% Other procedures 15% Full scope components 80% Specific scope components 5% Other procedures 15% Full scope components 82% Specific scope components 4% Other procedures 14% 140 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 141 INDEPENDENT AUDITOR’S REPORT continued 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 primary audit engagement team, or by component auditors from other EY global network firms under our instruction. Of the 104 full scope components, audit procedures were performed on 40 of these directly by the Group audit team and 64 by component audit teams. For the 25 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 current audit cycle, we were unable to physically visit component teams due to the travel restrictions arising from the COVID-19 pandemic. We performed alternative oversight procedures, including video meetings and live reviews of our local audit teams’ working papers based on the risk and size of our components. Our oversight procedures focused on 49 full and specific scope components in the UK, Argentina, Australia, Brazil, China, Ireland, Italy, Malawi, South Africa, Spain, the US and Zambia. These alternative procedures used video technology and our global audit software to meet with our component team to discuss and direct its audit approach, reviewing key working papers and understanding the significant audit findings in response to the risk areas including asset impairment, inventory valuation (in Primark), tax provisions and revenue recognition, holding meetings with local management and obtaining updates on IT systems implementations and local regulatory matters including tax, pensions and legal. The primary 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. 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: our overall audit strategy, the allocation of resources in the audit and directing the efforts of our engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinions thereon, and we do not provide a separate opinion on these matters. Risk Our response to the risk 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 but did not test the operating effectiveness of them. For CGUs where there were indicators of impairment (including as a result of COVID-19) or low levels of headroom, including the six CGUs or groups of 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 Primark’s stores, understanding and critically evaluating the economic recovery assumptions, comparing the forecasted sales densities to actual experience since stores reopened, regional and country comparatives and strategic plans for specific stores to determine the suitability of assumptions used in store impairment models; Assessment of the carrying value of goodwill, other intangible assets, property, plant and equipment and right of use assets (£9,516 million, 2020: £10,270 million) The Group has significant carrying amounts of goodwill, other intangible assets, property, plant and equipment and right of use assets. The impaiment tests covered the Primark stores (£5,408 million), Azucarera (£248 million), China Sugar (£65 million), Allied Bakeries (£113 million), Australian meat (£159 million) and AB Mauri (£687 million) as these businesses all operate in challenging trading environments. An impairment of £141m was recorded as an exceptional item in the year. In Primark, all 398 stores were unable to trade for a significant period as a result of the COVID-19 pandemic. The extent and speed of recovery in trading is dependent on consumer spending behaviour, consumers’ willingness to visit stores under socially distanced measures and the extent of restrictions imposed by governments in each of the countries in which Primark and its supply chain operate in response to COVID-19. Key observations communicated to the Audit Committee We concluded that the impairments recorded were appropriately recognised and were not materially misstated. For other CGUs that were tested for impairment, we concluded that no impairments were required at the period end, based on the results of our work. Of the Group’s assets, the portion relating to Azucarera, Australian meat and AB Mauri remain sensitive to reasonably possible changes in key assumptions. Management describes these sensitivities appropriately in the intangible assets and property, plant and equipment notes to the consolidated financial statements, in accordance with IAS 36. Risk Our response to the risk Key observations communicated to the Audit Committee Low sugar prices have contributed to a reduction in profitability at both Azucarera and China Sugar in recent years. This was compounded by reduced beet supply in Azucarera. The Allied 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 devaluation. There is a risk that these cash generating units (‘CGUs’) or groups of CGUs may not achieve the anticipated business performance to support their carrying value, or that the estimated fair value of the CGUs may not support their carrying value. This could lead to an impairment charge that has not been recognised by management. Significant judgement is required in forecasting the future cash flows of each CGU or, in the case of goodwill, group of CGUs, together with the rate at which they are discounted, or in estimating a CGU’s fair value less costs of disposal. There has been no significant change in this overall risk during the period. Refer to the audit committee report (page 113); accounting policies (page 158 to 159); accounting estimates and judgement (page 161) and notes 8,9 and 10 to the consolidated financial statements (pages 170 to 174). – – – – – for Azucarera and China Sugar, performing an independent current and historical market analysis to assess future sugar price and cost assumptions, with support from our valuation specialists on future sugar prices; for Allied Bakeries, where the recoverable amount is based on fair value less costs of disposal, considering the evidence available as to whether the recoverable amount represents an appropriate estimate of a market participant’s valuation of the CGU; for Australian meat, analysing historical data to better understand the operations and to assess the ability to achieve forecast volume growth, operational improvements and production yields; for AB Mauri, considering the historical achievement of volume and price growth and cost savings and comparing these to external market growth forecasts to assess the ability to achieve forecast growth; in conjunction with our valuation specialists, assessing the discount rates used by determining independently a range of acceptable rates for each CGU, considering market data and comparable organisations, and comparing these ranges to the rates used by management; – validating the growth rates assumed by comparing them to economic and industry forecasts; and – considering contra evidence obtained during the course of the audit. For all CGUs we calculated the degree to which the key inputs and assumptions would need to fluctuate before an impairment is triggered and we considered the likelihood of this occurring. We performed our own sensitivities on the group’s forecasts and, for Azucarera and China Sugar, performed our own independent assessment of future sugar price, beet cost and area assumptions. We then determined whether adequate headroom remained using these sensitivities and our independent assessment. We assessed the disclosures in notes 8,9 and 10 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, Azucarera and China Sugar CGUs, the audit procedures performed to address this risk were performed by the Group audit team. The Primark, Allied Bakeries and Australian meat CGUs were subject to full scope audit procedures by the respective component teams and reviewed by the group team. 142 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 143 Key observations communicated to the Audit Committee We have evaluated the Group’s tax provisions and challenged the judgements applied. We consider the amounts provided for uncertain tax positions to be within an acceptable range in the context of the Group’s overall tax exposures. INDEPENDENT AUDITOR’S REPORT continued Risk Our response to the risk Tax provisions (included within the income tax liability of £172 million, 2020: £171 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, which require interpretation of local tax laws. Given this judgement, there is a risk that tax provisions are misstated. This risk is unchanged from the prior year. Refer to the audit committee report (page 114); accounting policies (page 157); accounting estimates and judgement (page 161); and note 5 to the consolidated financial statements (page168). We understood: – The Group’s process for determining the completeness and measurement of provisions for tax; – The impact of IFRIC 23 requirements on the Group’s methodology to determine provisions for tax; – The methodology for the calculation of the tax charge; and – Management’s controls over tax reporting, but did not test the operating effectiveness of them. 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 jurisdictions where the Group had more significant tax exposures. We assessed the Group’s transfer pricing judgements, considering the way in which the Group’s businesses operate and the correspondence and agreements reached with tax authorities. In evaluating management’s accounting, we developed our own range of acceptable provisions for the Group’s tax exposures, based on the evidence we obtained. We then compared management’s provision to our independently determined range. We assessed the tax accounting impact of any benefits taken by the Group as a consequence of a range of COVID-19 economic stimulus packages implemented by governments around the world. Key observations communicated to the Audit Committee We did not identify any evidence of material misstatement in the inventory provisions or associated disclosures recognised in the consolidated financial statements. Risk Our response to the risk We understood the methodology applied by the Group in estimating its inventory provision and walked through the controls over the provisioning process, but did not test the operating effectiveness of them. We assessed the accuracy of inputs and data used within provision models and reperformed a sample of calculations applied by management. We compared our expectations to inputs and assumptions used by management in determining the Primark inventory valuation provisions, challenging whether the basis for the amounts recorded was appropriate. We focused specifically on committed purchase contracts, recent and expected store trading patterns, changes in store selling space, the impact of future seasonal markdowns assumed and compared these against historical data where applicable. We made inquiries of buying teams to understand the inventory purchasing strategy to critically evaluate against management’s provisioning assumptions. We assessed whether the disclosures in the financial statements are in accordance with IFRS. The audit procedures performed to address this risk were performed by the Primark component team and reviewed by the Group team. Primark inventory valuation provisions (inventory balances of £1,143 million, 2020: £1,104 million) Inventories are recorded at the lower of cost and net realisable value, in accordance with the Group’s accounting policy. The prolonged closure of Primark stores for extended periods throughout 2021 due to COVID-19 lockdown measures in many countries of operation, together with the ongoing uncertainties over the economic recovery, results in a risk that the cost of inventory will not be recovered, due to products no longer being in season when stores open and/or suffering damage while stores were closed. In addition, there are committed purchase contracts which could create an onerous contract risk. At the prior year end a mark-down provision of £22 million was held for inventory stored on the Group’s behalf by suppliers for longer than usual as a result of the pandemic. The majority of this stock has been sold, and the provision has been released. A further £5 million was provided for other COVID-19 related items. An inventory provision of £21million was recorded in Primark at the half year, which related to certain autumn/winter seasonal items already on display in stores closed due to COVID-19 lockdowns which could not be sold before the end of the autumn winter season. This inventory was cleared from the stores to allow spring/summer stock to be displayed as stores prepared to reopen, and the provision has been fully used during the financial year. With the reopening of the stores and the level of inventory held by Primark having returned to a normal level the risk of overstated inventory has reduced and no provision is recorded at the year end. The risk has decreased in the current year due to the reopening of the Primark stores. Refer to the accounting policies (page 159) and note 16 to the consolidated financial statement (page 180). 144 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 145 Key observations communicated to the Audit Committee Based on the procedures performed, including those in respect of trade promotions and rebates in the Grocery segment, we did not identify any evidence of management override or material misstatement in the revenue recognised in the period. INDEPENDENT AUDITOR’S REPORT continued Risk Our response to the risk Revenue recognition, including the risk of management override (£13,884 million, 2020: £13,937 million) There continues to be pressure on the Group to meet expectations and targets. Management reward and incentive schemes, based on achieving profit targets and working capital as a percentage of revenue targets, may also place pressure on management 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% (2020: 3%) of the Group’s gross revenue is subject to such arrangements. There is a risk that management may override controls intentionally to misstate revenue transactions, either through the judgements made in estimating rebates in the Grocery segment or by recording fictitious revenue transactions across the business. This risk is unchanged from the prior year. Refer to the accounting policies (page 156) and note 1 to the consolidated financial statement (pages 162 to 165). We understood each business’s revenue recognition policies and how they are applied, including the relevant controls, we did not test the operating effectiveness of these controls. We considered how the uncertainties surrounding the COVID-19 pandemic affect contracts with customers, considering collectability, price concessions and selling prices. We discussed key contractual arrangements with management and obtained relevant documentation, including in respect of rebate arrangements. Where rebate arrangements existed, on a sample basis, we obtained third-party confirmations or performed appropriate alternative procedures, including reviewing contracts and recalculating 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 several businesses, including Primark, as part of our overall revenue recognition testing, we used data analysis tools on 100% of revenue transactions in the period to test the correlation of revenue to cash journals, and sample tested to cash receipts to verify the occurrence of revenue. This provided us with assurance over £11.0 billion (80%) (2020: £11.0 billion (79%)) of revenue recognised by the Group. For those in-scope businesses where we did not use data analysis tools, we performed alternative procedures over revenue recognition. We performed other audit procedures specifically designed to address the risk of management override of controls including journal entry testing, applying particular focus to manual journals. We performed full and specific scope audit procedures over this risk area in 82 locations, which covered 85% of the Group’s revenue. The audit procedures performed to address this risk were performed by component teams and reviewed by the Group team. In the prior year, our auditor’s report included a key audit matter in relation to ‘Going concern’, which warranted additional focus in the prior period audit as a result of the COVID-19 pandemic but this risk has decreased as lockdown measures have been eased by many governments. In addition, the ‘Adoption of IFRS 16 Leases’ was a key audit matter in the prior period reflecting the fact that the new leases standard was adopted in the prior period. 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 £39 million (2020: £41 million), which is 4% of adjusted profit before taxation. In 2020 materiality was set at 5% of profit before taxation, adjusted for the exceptional items of £139 million of impairment charges and £22 million of inventory provisions. We believe that adjusted profit before tax provides us with the most relevant performance measure to the stakeholders of the entity and therefore have determined materiality based on this number. We determined materiality for the parent company to be £35 million (2020: £28 million), which is 2% (2020: 2%) of equity. 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% (2020: 75%) of our planning materiality, namely £29 million (2020: £31 million). 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 £14 million (2020: £1 million to £14 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 (2020: £1 million), which is 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 139, 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. 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 themselves. 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. 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 period 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. 146 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 147 INDEPENDENT AUDITOR’S REPORT continued 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. Corporate Governance Statement The Listing Rules require us to review the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Group and company’s compliance with the provisions of the UK Corporate Governance Code specified for our review. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit: • Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 95; • Directors’ explanation as to its assessment of the company’s prospects, the period this assessment covers and why the period is appropriate set out on page 95; • Directors’ statement on fair, balanced and understandable set out on page 109; • Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 110; • The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 110; and; • The section describing the work of the audit committee set out on pages 111 to 116. Responsibilities of directors As explained more fully in the directors’ responsibilities statement, set out on page 139, 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 Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management. 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 (International Accounting Standards in conformity with the requirements of the Companies Act 2006 , United Kingdom Generally Accepted Accounting Practice, the Companies Act 2006 and the UK Corporate Governance Code) and the relevant tax laws and 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 Associated British Foods plc is complying with those frameworks by observing the oversight of those charged with governance, the culture of honesty and ethical behaviour and whether a strong emphasis is placed on fraud prevention, which may reduce opportunities for fraud to take place, and fraud deterrence, which could persuade individuals not to commit fraud because of the likelihood of detection and punishment. • 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 programmes and controls that the Group has established to address risks identified, or that otherwise prevent, Use of our report 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. Simon O’Neill (Senior Statutory Auditor) for and on behalf of Ernst & Young LLP, Statutory Auditor Birmingham 9 November 2021 deter and detect fraud; and how senior management monitors those programmes 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 material fraud or error. • Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. 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. 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 23 April 2021. We were appointed by the company at the AGM on 4 December 2020 to audit the financial statements for the 53 weeks ending 18 September 2021 and subsequent financial periods. The period of total uninterrupted engagement including previous renewals and reappointments is six years, from the 53 weeks ended 17 September 2016 until the 53 weeks ended 18 September 2021. • The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company and we remain independent of the group and the parent company in conducting the audit. • The audit opinion is consistent with the additional report to the Audit Committee. 148 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 149 FINANCIAL STATEMENTS Consolidated income statement for the 53 weeks ended 18 September 2021 Continuing operations Revenue Operating costs before exceptional items Exceptional items 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 Acquired inventory fair value adjustments Transaction costs Exceptional items 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 Acquired inventory fair value adjustments Transaction costs Exceptional items Profits less losses on sale and closure of businesses Taxation – UK (excluding tax on exceptional items) – UK (on exceptional items) – Overseas (excluding tax on exceptional items) – Overseas (on exceptional items) 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) Special dividend per share proposed for the period (pence) Note 1 2 2 11 1 8 2 2 2 23 4 4 4 8 2 2 2 23 5 7 6 6 2021 £m 13,884 (13,008) (151) 725 79 4 808 1,011 4 (50) (3) (3) (151) 2020 £m 13,937 (13,046) (156) 735 57 18 810 1,024 18 (59) (15) (2) (156) 20 828 9 (111) (1) 725 908 4 (50) (3) (3) (151) 20 (68) 3 (196) 34 (227) 498 478 20 498 60.5 26.7 13.8 (14) 796 11 (124) 3 686 914 18 (59) (15) (2) (156) (14) (69) 1 (189) 36 (221) 465 455 10 465 57.6 nil nil Consolidated statement of comprehensive income for the 53 weeks ended 18 September 2021 Profit for the period recognised in the income statement Other comprehensive income 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 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 Effect of hyperinflationary economies Items that are or may be subsequently reclassified to profit or loss Other comprehensive income/(loss) for the period Total comprehensive income for the period Attributable to Equity shareholders Non-controlling interests Total comprehensive income for the period 2021 £m 498 559 (144) 415 (355) 14 – (6) 39 (14) (10) 18 (314) 101 599 579 20 599 2020 £m 465 (89) 15 (74) (97) (3) 1 – (15) – (1) 17 (98) (172) 293 296 (3) 293 150 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 151 FINANCIAL STATEMENTS Consolidated balance sheet at 18 September 2021 Non-current assets Intangible assets Property, plant and equipment Right-of-use assets Investments in joint ventures Investments in associates Employee benefits assets Income tax 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 Current asset investments Income tax Cash and cash equivalents Total current assets Total assets Current liabilities Liabilities classified as held for sale Lease liabilities Loans and overdrafts Trade and other payables Derivative liabilities Income tax Provisions Total current liabilities Non-current liabilities Lease liabilities Loans 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 11 11 12 5 13 14 15 16 17 14 26 25 18 15 10 19 20 26 21 10 19 21 13 12 22 22 22 22 2021 £m 1,581 5,286 2,649 278 60 640 23 218 55 10,790 13 2,151 85 1,367 124 32 58 2,275 6,105 16,895 − (289) (330) (2,386) (34) (172) (71) (3,282) (2,992) (76) (31) (363) (147) (3,609) (6,891) 10,004 45 175 (34) 43 9,692 9,921 83 10,004 2020 £m 1,629 5,651 2,990 233 56 100 – 212 45 10,916 43 2,150 72 1,328 102 32 30 1,996 5,753 16,669 (5) (297) (154) (2,316) (87) (171) (123) (3,153) (3,342) (318) (41) (210) (166) (4,077) (7,230) 9,439 45 175 323 (7) 8,819 9,355 84 9,439 Consolidated cash flow statement for the 53 weeks ended 18 September 2021 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 (including of right-of-use assets) Impairment of property, plant and equipment and right-of-use assets Exceptional items Acquired inventory fair value adjustments Effect of hyperinflationary economies Net change in the fair value of current biological assets Share-based payment expense Pension costs less contributions (Increase)/decrease in inventories (Increase)/decrease in receivables Increase/(decrease) in payables Purchases less sales of current biological assets (Decrease)/increase in provisions Cash generated from operations Income taxes paid Net cash generated from operating activities Cash flow from investing activities Dividends received from joint ventures and associates Purchase of property, plant and equipment Purchase of intangibles Lease incentives received Sale of property, plant and equipment Purchase of subsidiaries, joint ventures and associates Sale of subsidiaries, joint ventures and associates Purchase of other investments Interest received Net cash used in investing activities Cash flow from financing activities Dividends paid to non-controlling interests Dividends paid to equity shareholders Interest paid Repayment of lease liabilities Decrease in short-term loans Decrease in long-term loans Increase in current asset investments Purchase of shares in subsidiary undertaking from non-controlling interests Net cash used in financing activities Net increase 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 2021 £m 725 (4) (20) 3 (9) 111 1 (79) 74 823 – 151 3 7 (12) 17 4 (120) (98) 175 (1) (40) 1,711 (298) 1,413 63 (551) (76) 10 21 (57) 34 (14) 9 (561) (4) (49) (116) (290) (10) (18) (2) (23) (512) 2020 £m 686 (18) 14 2 (11) 124 (3) (57) 89 827 15 156 15 5 (1) 8 10 199 81 (174) (1) 41 2,007 (254) 1,753 43 (561) (61) 35 30 (16) 2 (1) 11 (518) (7) (271) (104) (247) (43) (2) (2) (2) (678) 340 1,909 (60) 2,189 557 1,358 (6) 1,909 The financial statements on pages 150 to 213 were approved by the Board of Directors on 9 November 2021 and were signed on its behalf by: Michael McLintock Chairman John Bason Finance Director 152 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 153 FINANCIAL STATEMENTS Consolidated statement of changes in equity for the 53 weeks ended 18 September 2021 Balance as at 14 September 2019 IFRS 16 opening balance adjustment Balance as at 15 September 2019 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 Movement in cash flow hedging position Share of other comprehensive income of joint ventures and associates Effect of hyperinflationary economies Items that are or may be subsequently reclassified to profit or loss Other comprehensive income Total comprehensive income Inventory cash flow hedge movements Gains transferred to cost of inventory Total inventory cash flow hedge movements Transactions with owners Dividends paid to equity shareholders Net movement in own shares held Deferred tax associated with share-based payments Dividends paid to non-controlling interests Acquisition of non-controlling interests Total transactions with owners Balance as at 12 September 2020 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 gain on hedge of net investment in foreign subsidiaries 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 Effect of hyperinflationary economies Items that are or may be subsequently reclassified to profit or loss Other comprehensive income Total comprehensive income Inventory cash flow hedge movements Gains transferred to cost of inventory Total inventory cash flow hedge movements Transactions with owners Dividends paid to equity shareholders Net movement in own shares held Dividends paid to non-controlling interests Acquisition of non-controlling interests Total transactions with owners Balance as at 18 September 2021 Attributable to equity shareholders Note Issued capital £m 45 – 45 Other reserves £m 175 – 175 Translation reserve £m 409 – 409 Hedging reserve £m (9) – (9) Retained earnings £m 8,832 (149) 8,683 Non- controlling interests £m 98 (1) 97 Total £m 9,452 (149) 9,303 Total equity £m 9,550 (150) 9,400 – – – – – – – – – – – – – – – – – – – – – 45 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 175 – – – – – – – – – – – – – – – – – – – – – 45 – – – – – 175 – – – – (83) (3) 1 – (1) – (86) (86) (86) – – – – – – – – 323 – – – – (355) 14 (6) – – (10) – (357) (357) (357) – – – – – – – (34) – – – – (1) – – (15) – – (16) (16) (16) 18 18 – – – – – – (7) – – – – – – – 39 (14) – – 25 25 25 25 25 – – – – – 43 455 (89) 15 (74) – – – – – 17 17 (57) 398 – – (271) 8 1 – – (262) 8,819 478 559 (144) 415 – – – – – – 18 18 433 911 – – 455 (89) 15 (74) (84) (3) 1 (15) (1) 17 (85) (159) 296 18 18 (271) 8 1 – – (262) 9,355 478 559 (144) 415 (355) 14 (6) 39 (14) (10) 18 (314) 101 579 25 25 10 – – – (13) – – – – – (13) (13) (3) – – – – – (8) (2) (10) 84 20 – – – – – – – – – – – – 20 – – 465 (89) 15 (74) (97) (3) 1 (15) (1) 17 (98) (172) 293 18 18 (271) 8 1 (8) (2) (272) 9,439 498 559 (144) 415 (355) 14 (6) 39 (14) (10) 18 (314) 101 599 25 25 (49) 17 – (6) (38) 9,692 (49) 17 – (6) (38) 9,921 – – (4) (17) (21) 83 (49) 17 (4) (23) (59) 10,004 Significant accounting policies for the 53 weeks ended 18 September 2021 Associated British Foods plc is domiciled in the United Kingdom. The Company’s consolidated financial statements for the 53 weeks ended 18 September 2021 comprise those of the Company, its subsidiaries and its interest in joint ventures and associates. The directors authorised the consolidated financial statements for issue on 9 November 2021. The directors prepared and approved the consolidated financial statements in accordance with Adopted IFRS (see glossary). The Company has elected to prepare the parent company financial statements under FRS 101. These are presented on pages 214 to 221. Basis of preparation The Company presents its consolidated financial statements in sterling, rounded to the nearest million, prepared on the historical cost basis except that current biological assets and certain financial instruments are stated at fair value, and 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 161. The estimates and underlying assumptions are reviewed regularly. Revisions to accounting estimates are recognised prospectively from when the estimates are revised. The accounting policies set out below apply to all periods presented, except where stated otherwise. Details of accounting standards which came into force in the year are set out at the end of this note. The Group’s consolidated financial statements are prepared to the Saturday nearest to 15 September. Accordingly, they have been prepared for the 53 weeks ended 18 September 2021 (2020 – 52 weeks ended 12 September 2020). To avoid delay in the preparation of the consolidated financial statements, the results of certain subsidiaries, joint ventures and associates are included to 31 August each year. Adjustments have been made where appropriate for significant transactions or events occurring between 31 August and 18 September. The Group’s business activities, together with factors likely to affect its future development, performance and position are set out in the Strategic report on pages 1 to 61. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the Financial review on pages 62 to 64. In addition, the Principal risks and uncertainties on pages 88 to 94 and note 26 on pages 186 to 197 provide details of the Group’s policy on managing its financial and commodity risks. Going concern After making enquiries, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the consolidated financial statements. The forecast for the going concern assessment period to 28 February 2023 has been updated for the business’s latest trading in October and is our best estimate of cash flow in the period. Having reviewed this forecast, and having applied a downside sensitivity and performed a reverse stress test, we consider it a remote possibility that the financial headroom could be exhausted. At the full year, the Group had net cash of £1,901m and had an undrawn, committed RCF of £1,088m for the coming year. The directors have satisfied themselves that the RCF is available for at least the going concern assessment period, having assessed the Group’s projected compliance with the remaining terms and covenants of these facilities. Events of COVID-19 and the last year show that there was a value in having sufficient financial resources and credit strength to manage the operational challenges faced across our businesses. ABF has sought an external validation of our credit strength and the A grade credit rating from S&P Global reflects this. In August 2020, a two-year extension to the Group’s RCF was agreed with its relationship banks extending the maturity of the facility to July 2023. Whilst this maturity date is beyond the going concern assessment period, it is the opinion of the Board based on the credit rating and the strength of the balance sheet that this facility can be renewed and that substantial further funding could be secured should the need arise. In reviewing the cash flow forecast for the period, the directors reviewed the trading for both Primark and the non-Primark businesses in light of the experience gained from the last eighteen months of trading and emerging trading patterns. The directors have a thorough understanding of the risks, sensitivities and judgements included in these elements of the cash flow forecast and have a high degree of confidence in these cash flows. The diversity of the Group is such that we have some 60 different businesses operating in different markets, sectors, customers, geographies and product. The importance of food production has been highlighted by recent events and the resilience of the Group has been demonstrated by our ability to ensure the continuity of the food supply chain. While the principal risks considered all have the potential to affect future performance, none of them are considered individually or collectively to give rise a deterioration in trading to a level that is likely to threaten the viability of the Group for the period of the assessment. As a downside scenario the directors considered the extreme adverse scenario in which half of the Primark estate was closed for six months including the forthcoming Christmas trading period, without taking any of the available cost mitigation actions within their control and assuming no available job retention scheme support. Under this downside scenario the Group has a forecast net cash position throughout the period and forecast compliance with the covenants in the debt facilities. 154 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 155 FINANCIAL STATEMENTS Significant accounting policies for the 53 weeks ended 18 September 2021 In addition, we also considered the circumstances which would be needed to exhaust the Group’s cash resources over the assessment period – a reverse stress test. This would indicate that all Primark stores would need to remain completely closed for more than 12 months, including the peak Christmas sales period. The likelihood of these circumstances is considered remote for two reasons. Firstly, over such a long period, management could take substantial mitigating actions, such as cost cutting measures, and reducing capital investment. Secondly, we have seen governments develop a number of measures to contain the virus, including widespread vaccination programmes, which make it likely that any future lockdowns would be regional. Basis of consolidation These consolidated financial statements include the results of the Company and its subsidiaries from the date that control commences to the date that control ceases. They 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 affect significantly 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 acquisitions On acquisition of a business, the Group attributes fair values to the identifiable assets, liabilities and contingent liabilities acquired, reflecting conditions at the date of acquisition. These include aligning accounting policies with those of the Group. The Group finalises provisional fair values within 12 months of the date of acquisition and, where significant, reflects them by restatement of the comparative period in which the acquisition occurred. The Group measures non-controlling interests at the proportionate share of the net identifiable assets acquired. The Group remeasures existing equity interests in the acquiree to fair value at the date of acquisition, with any resulting gain or loss taken to the income statement. Goodwill arising on acquisition of a business 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 the Group expenses as incurred. The Group measures contingent consideration at fair value at the date of acquisition, classified as a liability or equity (usually as a liability). Other than for the finalisation of provisional fair values, the Group accounts for changes in contingent consideration classified as a liability 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, some promotional activities and similar items. Revenue does not include sales between Group companies. The Group recognises revenue when performance obligations are satisfied, goods are delivered to customers and control of goods is transferred to the buyer. In the Food businesses, the Group generally recognises revenue from the sale of goods on dispatch or delivery to customers, dependent on shipping terms, and provides for discounts and returns 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, the Group generally recognises revenue from the sale of goods when a customer purchases goods, and provides for returns 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 The Group accounts for borrowing costs 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. Foreign currencies Individual Group companies record transactions in foreign currencies at the exchange rate at the date of the transaction, and translate monetary assets and liabilities in foreign currencies at the exchange rate at the balance sheet date, with any resulting differences taken to the income statement, unless designated in a hedging relationship, in which case hedge accounting applies. On consolidation, the Group translates the assets and liabilities of operations denominated in foreign currencies into sterling at the exchange rate at the balance sheet date. The Group translates the income statements of those operations into sterling at average exchange rates. The Group records 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 exchange rates to those at the balance sheet date, in the translation reserve in equity. Pensions and other post-employment benefits The Group’s pension and other post-employment benefit arrangements comprise defined benefit plans, defined contribution plans and other unfunded post-employment plans. Financial assets and liabilities The Group recognises financial assets and liabilities when it becomes a party to the contractual provision of the relevant financial instrument. For defined benefit plans, the income statement charge comprises the cost of benefits earned by members and benefit improvements granted to members during the year, as well as net interest income/(expense) calculated by applying the liability discount rate to the opening net pension asset or liability. The Group records the difference between the market value of scheme assets and the present value of scheme liabilities on a scheme-by-scheme basis as net pension assets (to the extent recoverable) or liabilities. The Group recognises remeasurements and movements in irrecoverable surpluses in other comprehensive income. The Group charges contributions payable in respect of defined contribution plans to operating profit as incurred. The Group accounts for other unfunded post-employment plans in the same way as defined benefit plans. Share-based payments The Group recognises the fair value of share awards at grant date 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 Group adjusts the amount recognised to reflect expected and actual levels of vesting except where the failure to vest is as a result of not meeting a market condition. Income tax Income tax on profit or loss for the period comprises current and deferred tax. The Group recognises income tax 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. The Group provides for deferred tax 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 tax purposes. The Group does not provide for the following temporary differences: 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 Group bases the amount of deferred tax provided 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. The Group recognises deferred tax assets only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. The Group recognises income tax arising from dividend distributions at the same time as the liability to pay the related dividend. Trade and other receivables The Group records trade and other receivables initially at fair value and subsequently at amortised cost. This generally results in recognition at nominal value less an expected credit loss provision, which is recognised based on management’s expectation of losses without regard to whether or not a specific impairment trigger has occurred. Other non-current receivables Other non-current receivables comprise finance lease receivables due from a joint venture and minority shareholdings in private companies. The Group accounts for finance lease receivables in the same way as for trade and other receivables. The Group records minority shareholdings in private companies initially at fair value, including directly attributable transaction costs, and subsequently at fair value through other comprehensive income. On disposal of a minority shareholding, the cumulative gain or loss previously recognised in other comprehensive income is included directly in retained earnings, without recycling it to the income statement. Bank and other borrowings The Group records bank and other borrowings initially at fair value, which equals the proceeds received, net of direct issue costs, and subsequently at amortised cost. The Group accounts for finance charges, including premiums payable on settlement or redemption and direct issue costs, using the effective interest rate method. Trade payables The Group records trade payables initially at fair value and subsequently at amortised cost. This generally results in recognition at nominal value. 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. For the purposes of the cash flow statement, the Group includes bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management as a component of cash and cash equivalents. Derivative financial instruments and hedging The Group primarily uses derivatives to manage economic exposure to financial and commodity risks. The principal instruments used are foreign exchange and commodity contracts, futures, swaps or options. The Group does not use derivatives for speculative purposes. The Group recognises derivatives at fair value based on market prices or rates, or calculated using discounted cash flow or option pricing models. The Group recognises changes in the fair value of derivatives in the income statement unless the derivative is designated in a hedging relationship, when recognition of the change in fair value depends on the nature of the item being hedged. 156 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 157 FINANCIAL STATEMENTS Significant accounting policies for the 53 weeks ended 18 September 2021 The purpose of hedge accounting is to mitigate the impact on the Group of changes in foreign exchange or interest rates and commodity prices. At the inception of each hedging relationship, the Group documents the hedging instrument, the hedged item, the risk management objectives and strategy for undertaking the hedge, and assesses hedge effectiveness. During the life of each hedging relationship, the Group performs testing to demonstrate that the hedge remains effective. For derivatives used as hedges of future cash flows, the Group recognises the change in fair value through other comprehensive income in either the the cost of hedging reserve (for the element of the change in fair value relating to the currency spread) or in the hedging reserve (for the remaining change in fair value). Any ineffective portion is recognised immediately in the income statement. When the future cash flow results in the recognition of a non-financial asset or liability, then at the time that asset or liability is recognised, the Group includes the associated gains and losses previously recognised in the hedging reserve in the initial measurement of that asset or liability. When the future cash flow does not result in the recognition of a non-financial asset or liability, the Group includes the associated gains and losses previously recognised in the hedging reserve in the income statement in the same period in which the hedged item affects profit or loss. Hedges of the Group’s net investment in foreign operations principally comprise borrowings in the currency of the investment’s net assets. For derivative or non-derivative financial instruments used as hedges of the Group’s net investment in foreign operations, the Group recognises the change in fair value through other comprehensive income in the net investment hedging reserve. Any ineffective portion is recognised immediately in the income statement. The Group discontinues hedge accounting when a hedging instrument expires or is sold, terminated, exercised, or no longer qualifies for hedge accounting. At that time, the Group retains the cumulative associated gain or loss recognised 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. The Group economically hedges foreign currency exposure on recognised monetary assets and liabilities but does not normally seek hedge accounting. The Group records any derivatives held to hedge this exposure at fair value through profit and loss. 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. The Group acquires operating intangible assets in the ordinary course of business, typically including computer software, land use rights and emissions trading licences. The Group records intangible assets other than goodwill at cost less accumulated amortisation and impairment charges. 158 Associated British Foods plc Annual Report 2021 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. Estimated useful lives are generally deemed to be no longer than: Technology and brands – up to 15 years Customer relationships – up to 10 years Grower agreements – up to 10 years Goodwill Goodwill is defined under ‘Business acquisitions’ on page 156. 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 subject to an annual impairment review. Research and development The Group expenses research and development expenditure as incurred, unless development expenditure relates to products or processes which are technically and commercially feasible, in which case it is capitalised. The Group records capitalised development expenditure at cost less accumulated amortisation and impairment charges. Impairment The Group reviews the carrying amounts of its intangible assets and property, plant and equipment at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the Group estimates the indicated asset’s recoverable amount. For goodwill and intangibles without a finite life, the Group does this at least annually. The Group recognises an impairment charge in the income statement whenever the carrying amount of an asset or its CGU exceeds its recoverable amount. The Group allocates impairment charges recognised in respect of CGUs first to reduce the carrying amount of any goodwill relating to that CGU and then to reduce the carrying amount of the other assets in the CGU 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, the Group discounts estimated future cash flows to present value using a pre-tax discount rate reflective of 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, the Group determines recoverable amount for the CGU to which the asset belongs. Reversals of impairment The Group does not subsequently reverse impairments of goodwill. For other assets, the Group does reverse an impairment charge 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 previously been recognised. Property, plant and equipment The Group records property, plant and equipment at cost less accumulated depreciation and impairment charges. The Group charges depreciation to the income statement on a straight-line basis over the estimated useful economic lives of each item sufficient to reduce it to its estimated residual value. Land is not depreciated. Estimated useful economic lives are generally deemed to be no longer than: Freehold buildings Plant and equipment, fixtures and fittings – sugar factories, yeast plants, mills and bakeries – other operations Vehicles Sugar cane roots up to 66 years 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. In the 2020 financial year, the opening balance sheet was drawn up under IAS 17 Leases, with the adoption of IFRS 16 Leases on 15 September 2019 reflected as an opening balance adjustment in the 2020 financial year. Since that date, where the Group is a lessee, the following accounting policy applied. Right-of-use assets The Group records right-of-use assets at cost at the commencement date of the lease, which is the date the underlying asset is available for use, less any accumulated depreciation and impairment losses, and adjusted for subsequent remeasurement of lease liabilities. Cost includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date, less any lease incentives received. The Group charges depreciation to the income statement on a straight-line basis over the shorter of the estimated useful life and the lease term. Lease liabilities The Group records lease liabilities at the commencement date of the lease at the present value of lease payments to be made over the lease term, discounted using the incremental borrowing rate at the commencement date of the lease if the interest rate implicit in the lease is not readily determinable. Lease payments include fixed payments, including in-substance fixed payments, and variable lease payments that depend on an index or a rate, less any lease incentives receivable. Variable lease payments that do not depend on an index or a rate are recognised as an expense in the period in which the event or condition that triggers the payment occurs. The Group subsequently measures lease liabilities at amortised cost using the effective interest rate method. The Group records the accretion and settlement of interest through accruals and reduces the carrying amount of lease liabilities for the capital element of lease payments made. The carrying amount of lease liabilities is also remeasured when there is a change in future lease payments due to a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset. Short-term leases and leases of low-value assets The Group applies the short-term lease recognition exemption to leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option. It also applies the low-value asset recognition exemption to groups of underlying leases considered uniformly low-value. The Group expenses lease payments on short-term leases and leases of low-value assets in the income statement. Lessor accounting When subleasing assets, the Group assesses the sublease classification with reference to the head lease right-of-use asset, which considers, among other factors, whether the sublease represents a majority of the remaining life of the head lease. The ratio of rental income to head lease rental payments is used to determine how much of the right-of-use asset should be derecognised, taking into account whether the sublet/head lease are above or below market rate. The Group records amounts due from lessees under finance leases as a receivable at an amount equal to the net investment in the lease, calculated using the incremental borrowing rate at the date of recognition. The Group recognises any difference between the derecognised right-of-use asset and the newly recognised amounts due from lessees under finance leases in the income statement. The Group recognises finance income over the lease term, reflecting a constant periodic rate of return on the net investment in the lease. The Group recognises operating lease income as earned on a straight-line basis over the lease term. Current biological assets The Group records current biological assets 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, the Group transfers growing cane to inventory at fair value less costs to sell. Inventories The Group records inventories 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. The Group records retail inventories 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. On acquisition of a business, the Group records inventories at fair value. Subsequently, the Group charges the book value of the inventories to adjusted operating profit as they are sold or used. Any fair value uplift, if significant, is charged below adjusted operating profit as the inventories are sold or used. Grants The Group recognises grants only when there is reasonable assurance that the Group will comply with the conditions attached and that the grants will be received. Grants receivable as compensation for expenses already incurred are recognised in profit or loss in the period in which they become receivable. Associated British Foods plc Annual Report 2021 159 FINANCIAL STATEMENTS Significant accounting policies for the 53 weeks ended 18 September 2021 Hyperinflation The Argentinian economy was designated hyperinflationary from 1 July 2018. The Group has applied IAS 29 Financial Reporting in Hyperinflationary Economies to its Argentinian operations from the beginning of the 2019 financial year. IAS 29 requires that hyperinflationary adjustments are reflected from the start of the reporting period in which it is applied. For the Group’s Argentinian operations this was 1 September 2018. The adjustments required by IAS 29 are set out below: – adjustment of historical cost non-monetary assets and liabilities from their date of initial recognition to the balance sheet date to reflect the changes in purchasing power of the currency caused by inflation, according to the official indices published by the Federación Argentina de Consejos Profesionales de Ciencias Económicas (FACPCE); – adjustment of the components of the income statement and cash flow statement for the inflation index since their generation, with a balancing entry in the income statement and a reconciling item in the cash flow statement, respectively; – adjustment of the income statement to reflect the impact of inflation on holding monetary assets and liabilities in local currency; – the financial statements of the Group’s Argentinian operations have been translated into sterling at the closing exchange rate at 18 September 2021 (ARS135.23:£1); and – the cumulative impact corresponding to previous years has been reflected in other comprehensive income in the year. The FACPCE index was 337.0632 at 31 August 2020 and 510.3942 at 31 August 2021. The inflation index for the year is therefore 1.5142. The Venezuelan economy has been designated hyperinflationary for a number of years, but the impact on the Group’s results remains immaterial. New accounting policies The following accounting standards and amendments were adopted during the year and had no significant impact on the Group: – Amendments to IFRS 3 Definition of a Business; – Amendments to IAS 1 and IAS 8 Definition of Material; – Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform - Phase 1; and – Amendments to References to the Conceptual Framework in IFRS Standards. The Group is assessing the impact of the following standards, interpretations and amendments that are not yet effective. Where already endorsed by the UKEB, these changes will be adopted on the effective dates noted. Where not yet endorsed by the UKEB, the adoption date is less certain: – IFRS 17 Insurance Contracts effective 2023 financial year (not yet endorsed by the UKEB); – Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current effective 2023 financial year (not yet endorsed by the UKEB); – Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) effective 2024 financial year (not yet endorsed by the UKEB); – Amendments to IAS 8 Definition of Accounting Estimates effective 2024 financial year (not yet endorsed by the UKEB); – Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction effective 2024 financial year (not yet endorsed by the UKEB); – Amendments to IAS 16 Property, Plant and Equipment — Proceeds before Intended Use effective 2023 financial year (not yet endorsed by the UKEB); – Amendments to IAS 37 Onerous Contracts — Cost of Fulfilling a Contract effective 2023 financial year (not yet endorsed by the UKEB); – Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform - Phase 2 effective 2022 financial year (endorsed by the UKEB). Financial authorities have announced the timing of key interest rate benchmark replacements such as LIBOR in the UK, the US and the EU and other territories expected at the end of 2021, with remaining USD tenors expected to cease in 2023. We are primarily exposed to USD LIBORs that will be available until June 2023; and – Annual Improvements to IFRS 2018-2020 effective 2023 financial year (not yet endorsed by the UKEB). Accounting estimates and judgements Post-retirement benefits The Group’s defined benefit pension schemes and similar arrangements are assessed annually in accordance with IAS 19 Employee Benefits. The accounting valuation, which has been assessed using assumptions determined with independent actuarial advice, resulted in a net surplus of £493m being recognised as at 18 September 2021. The size of this surplus 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 12. 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 to assess domestic and export prices as well as related foreign currency exchange rates. The carrying value of growing cane is disclosed in note 17. Taxation The Group makes provision for open tax issues including, in a number of jurisdictions, routine tax audits which are by nature complex and may take a number of years to resolve. The Group bases provisions 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. for the 53 weeks ended 18 September 2021 In applying the accounting policies detailed on pages 155 to 160, the directors have made estimates in a number of areas. The actual outcome may differ from those estimates. 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. Impairment risk associated with COVID-19 The global spread of COVID-19 began in the first half of the 2020 financial year and continues to the date of these financial statements. The Group has specifically considered the impact of COVID-19 in performing its year end assessment of impairment risk. 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. Further details are included in note 8 for intangible assets and note 9 for property, plant and equipment. 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. The judgement as to whether to recognise deferred tax assets is based on the following year’s budget and expectations of the future performance of each business. Particular focus has been given to the potential impact of COVID-19 on the recoverability of deferred tax assets. Deferred tax assets are reduced to the extent that it is no longer considered probable that the related tax benefit will be realised. Further details of deferred tax assets are included in note 13. 160 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 161 FINANCIAL STATEMENTS Notes forming part of the financial statements for the 53 weeks ended 18 September 2021 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, current asset investments and income tax assets. Segment liabilities comprise trade and other payables, derivative liabilities, provisions and lease liabilities. 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, right-of-use assets, operating intangibles and biological assets. Businesses disposed are shown separately and comparatives are re-presented for businesses sold or closed during the year. The Group comprises the following operating segments: Grocery The manufacture of grocery products, including hot beverages, sugar and sweeteners, vegetable oils, balsamic vinegars, bread and 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 Ingredients Geographical information United Kingdom Europe & Africa The Americas Asia Pacific Businesses disposed Asia Pacific Revenue 2021 £m 3,593 1,650 1,537 1,508 5,593 – 13,881 2 1 13,884 4,982 4,944 1,678 2,277 13,881 3 13,884 2020 £m 3,528 1,594 1,395 1,503 5,895 – 13,915 13 9 13,937 5,054 5,048 1,619 2,194 13,915 22 13,937 Adjusted operating profit 2021 £m 413 152 44 151 321 (70) 1,011 – – 1,011 293 302 259 157 1,011 – 1,011 2020 £m 437 100 43 147 362 (63) 1,026 (1) (1) 1,024 312 298 254 162 1,026 (2) 1,024 2021 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 Adjusted operating profit Profits less losses on disposal of non-current assets Amortisation of non-operating intangibles Acquired inventory fair value adjustments Transaction costs Exceptional items 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 Current asset investments 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 3,594 (1) 3,593 2 3,595 Sugar £m 1,714 (64) 1,650 – 1,650 Agriculture £m 1,539 (2) 1,537 – 1,537 Ingredients £m 1,687 (179) 1,508 1 1,509 Retail £m 5,593 – 5,593 – 5,593 Central £m Total £m (246) 13,881 – 246 – 13,881 – 3 – 13,884 364 49 413 2 (41) (3) – – – 371 149 3 152 1 – – – (141) – 12 (1) (2) 370 10 2,541 53 2,594 1,776 28 1,804 31 13 44 – (2) – – – – 42 – 42 441 139 580 134 17 151 1 (7) – (2) – 19 162 321 – 321 – – – – (6) – 315 (1) (80) 161 235 1,480 118 1,598 6,919 – 6,919 (601) (361) (151) (340) (4,142) 1,993 1,443 429 1,258 2,777 (70) – (70) – – – (1) (4) 1 (74) 9 (27) (1) (227) (320) 929 82 1,011 4 (50) (3) (3) (151) 20 828 9 (111) (1) (227) 498 – 154 13,311 338 154 13,649 2,275 32 81 218 640 (5,803) (406) (172) (363) (147) 2,104 10,004 2,275 32 81 218 640 (208) (406) (172) (363) (147) Non-current asset additions Depreciation (including of right-of-use assets) Amortisation Reversal of impairment of property, plant and equipment and right-of-use assets 113 (110) (48) 134 (82) (4) – – 21 (16) (3) – 118 (56) (9) 343 (549) (8) 16 (10) (2) 745 (823) (74) 10 – – 10 162 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 163 FINANCIAL STATEMENTS Notes forming part of the financial statements for the 53 weeks ended 18 September 2021 1. Operating segments continued 2020 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 Acquired inventory fair value adjustments Transaction costs Exceptional items 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 Current asset investments 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 (including of right-of-use assets) Amortisation Impairment of property, plant and equipment and right-of-use assets Impairment of property, plant and equipment on sale and closure of businesses Impairment of right-of-use assets on sale and closure of businesses Grocery £m 3,530 (2) 3,528 13 3,541 Sugar £m 1,658 (64) 1,594 – 1,594 Agriculture £m 1,398 (3) 1,395 – 1,395 Ingredients £m 1,685 (182) 1,503 9 1,512 Retail £m 5,895 – 5,895 – 5,895 Central £m Total £m (251) 13,915 – 251 – 13,915 22 – – 13,937 404 33 (1) 436 9 (52) (15) – 5 (4) 379 98 2 – 100 7 – – – (23) – 84 (1) (3) 378 81 2,689 51 2,740 1,893 27 1,920 33 10 – 43 1 (1) – – – – 43 – 43 429 136 565 132 15 (1) 146 (1) (6) – (2) – (4) 133 362 – – 362 3 – – – (138) – 227 – (79) 133 148 1,470 75 1,545 7,372 – 7,372 (637) (351) (147) (334) (4,523) 2,103 1,569 418 1,211 2,849 (63) – – (63) (1) – – – – (6) (70) 11 (41) 3 (221) (318) 966 60 (2) 1,024 18 (59) (15) (2) (156) (14) 796 11 (124) 3 (221) 465 – 155 14,008 289 155 14,297 1,998 32 30 212 100 (6,211) (472) (171) (210) (166) 9,439 1,998 32 30 212 100 (219) (472) (171) (210) (166) 1,289 104 (109) (62) (15) (1) – 88 (85) (2) – – – 21 (16) (2) – – – 97 (57) (7) – (1) (2) 476 (546) (14) 13 (14) (2) – – – – – – 799 (827) (89) (15) (2) (2) 1. Operating segments – geographical information 2021 Revenue from external customers Segment assets Non-current asset additions Depreciation (including of right-of-use assets) Amortisation Acquired inventory fair value adjustments Reversal of impairment of property, plant and equipment on sale and closure of businesses Transaction costs Exceptional items 2020 Revenue from external customers Segment assets Non-current asset additions Depreciation (including of right-of-use assets) Amortisation Acquired inventory fair value adjustments Impairment of property, plant and equipment and right-of-use assets Impairment of property, plant and equipment on sale and closure of businesses Impairment of right-of-use assets on sale and closure of businesses Transaction costs Exceptional items United Kingdom £m 4,982 5,178 200 (288) (35) – Europe & Africa £m 4,944 5,754 382 (406) (26) (3) The Americas £m 1,678 1,324 74 (62) (7) – Asia Pacific £m 2,280 1,393 89 (67) (6) – Total £m 13,884 13,649 745 (823) (74) (3) – (2) (13) – – (117) – – – 10 (1) (21) 10 (3) (151) United Kingdom £m 5,054 5,249 197 (292) (48) – Europe & Africa £m 5,048 6,263 406 (397) (27) (15) The Americas £m 1,619 1,314 128 (70) (6) – Asia Pacific £m 2,216 1,471 68 (68) (8) – Total £m 13,937 14,297 799 (827) (89) (15) (15) – – – (4) – – – (1) (108) – – – – (44) – (2) (2) (1) – (15) (2) (2) (2) (156) The Group’s operations in the following countries met the criteria for separate disclosure: Australia Spain United States Revenue Non-current assets 2021 £m 1,209 1,190 1,098 2020 £m 1,161 1,097 1,055 2021 £m 533 670 672 2020 £m 558 849 727 All segment disclosures are stated before reclassification of assets and liabilities classified as held for sale (see note 15). 164 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 165 FINANCIAL STATEMENTS Notes forming part of the financial statements for the 53 weeks ended 18 September 2021 2. Operating costs Operating costs Cost of sales (including amortisation of intangibles) Distribution costs Administration expenses Exceptional items Operating costs are stated after charging/(crediting): Employee benefits expense Amortisation of non-operating intangibles Amortisation of operating intangibles Acquired inventory fair value adjustments Profits less losses on disposal of non-current assets Depreciation of property, plant and equipment Depreciation of right-of-use assets and non-cash lease adjustments Impairment of property, plant and equipment and right-of-use assets Transaction costs Effect of hyperinflationary economies 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 3 8 8 9 10 2021 £m 10,753 1,303 952 151 13,159 2,639 48 26 3 (4) 535 288 – 3 7 (23) 34 (15) 12 (31) 33 2020 £m 10,800 1,293 953 156 13,202 2,505 56 33 15 (18) 538 289 15 2 5 (27) 31 (97) 69 (51) 59 Transaction costs of £3m and amortisation of non-operating intangibles of £50m (2020 – £2m and £59m) shown as adjusting items in the income statement, include £nil and £2m respectively (2020 – £nil and £3m respectively) incurred by joint ventures, in addition to the amounts shown above. Exceptional items 2021 Exceptional items of £151m comprise impairments of £141m in property, plant and equipment at Azucarera and other sugar businesses, a £21m inventory charge in Primark, the reversal of £20m of the £22m Primark inventory provision raised last year, a £5m provision for excessive stock of COVID-19 related items in Primark and a £4m pension past service cost following a further High Court ruling on 20 November 2020 regarding the equalisation of Guaranteed Minimum Pensions. In our sugar business in Spain we have seen a significant increase in revenues reflecting strong demand and higher prices, although the operating profit margin was impacted by lower volumes from the northern beet crop, as well as a one-off charge from a court arbitration. Our current view for yield and sugar content from beet sugar and our lower estimated margins due to the expected increases in raw refining volumes in the future has resulted in a non-cash exceptional charge of €136m to write down the net asset value of this business. Given the ongoing trading challenges in some of our smaller sugar businesses we have reviewed our forward projections for these units, including the forecast evolution of beet area and yields. As a result, we have made a non-cash adjustment of £21m to the relevant net asset values as an exceptional charge this year. Our half year results included an inventory charge of £21m in Primark, which related to certain seasonal items already on display in closed stores and which could not be sold before the end of the season. This inventory had been cleared from our stores to allow spring/summer stock to be displayed as stores prepared to reopen, and an exceptional provision of £21m was charged to reflect the write-down of this inventory to net realisable value, which has subsequently been utilised. The prior year end exceptional items included a £22m markdown provision which was created for potential damage of inventory stored on our behalf by suppliers for longer than usual as a result of the pandemic. In large part, this damage did not arise and £20m of the provision has been released. £5m has been provided for excessive stock of COVID-19 related items. 2020 The prior year included exceptional items of £156m. Impairments of £116m in property, plant and equipment and right-of-use assets at Primark were recognised related to downsizing of a number of stores in the US and Germany. Beet volumes contracted by Azucarera in the second crop year after reducing the beet price paid to farmers resulted in revised business forecasts and a £23m non-cash write-down of goodwill. A charge of £22m related to a markdown provision in Primark for inventory stored on our behalf by suppliers for longer than usual as a result of the pandemic. A £5m gain was recorded related to the closure of our Speedibake Wakefield factory where the net proceeds received from the insurance claim raised for the factory being destroyed by a fire in February 2020 exceeded the losses recorded earlier in the year. 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 All other services Total non-audit related remuneration 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 2021 £m 1.4 7.0 8.4 0.4 0.3 0.7 2020 £m 1.5 6.6 8.1 0.4 0.3 0.7 2021 £m 2020 £m 42,696 67,681 6,081 11,454 127,912 46,066 69,571 5,627 12,161 133,425 2021 £m 2,209 282 81 50 17 2,639 2020 £m 2,093 278 79 47 8 2,505 Note 12 12 24 Primark’s major cost-reduction exercises during lockdowns included accessing government job retention schemes across Europe. In total this year, Primark received some £123m (2020 – £98m), recorded as a reduction to staff costs. £94m of these job retention scheme monies was repaid to the governments of the UK, the Republic of Ireland, Portugal, Czechia and Slovenia where there was an established process for repayment of these monies. This has been recorded in the income statement. Details of directors’ remuneration, share incentives and pension entitlements are shown in the Remuneration Report on pages 117 to 135. 4. Interest and other financial income and expense Finance income Cash and cash equivalents Finance expense Bank loans and overdrafts All other borrowings Lease liabilities 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)/income from employee benefit schemes Net foreign exchange gains on financing activities Total other financial (expense)/income Note 10 12 12 12 2021 £m 9 9 (16) (10) (84) (1) (111) 69 (69) (1) (1) – (1) 2020 £m 11 11 (29) (10) (84) (1) (124) 83 (80) (1) 2 1 3 166 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 167 FINANCIAL STATEMENTS Notes forming part of the financial statements for the 53 weeks ended 18 September 2021 5. Income tax expense Current tax expense UK – corporation tax at 19% (2020 – 19%) Overseas – corporation tax UK – under provided in prior periods Overseas – over provided in prior periods Deferred tax expense UK deferred tax Overseas deferred tax UK – (over)/under provided in prior periods Overseas – under 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% (2020 – 19%) 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 Deferred tax associated with share-based payments Deferred tax associated with movement in cash flow hedging position Deferred tax associated with movements in foreign exchange 2021 £m 2020 £m 46 208 9 (9) 254 13 (37) (3) – (27) 227 725 (79) 646 123 33 17 51 (3) 9 (3) 227 144 – 14 – 158 57 203 3 (4) 259 5 (53) 3 7 (38) 221 686 (57) 629 120 18 13 54 1 6 9 221 (15) (1) – (1) (17) The UK corporation tax rate of 19% is set to increase to 25% from 1 April 2023. The legislation to effect these changes was enacted before the balance sheet date and UK deferred tax has been calculated accordingly. The effect of this change was a £15m charge to the income statement principally on the amortisation of non-operating intangibles and exceptional items and a £39m charge to other comprehensive income relating to the deferred tax liability on the pension surplus. In April 2019 the European Commission published its decision on the Group Financing Exemption in the UK’s controlled foreign company legislation. The Commission found that the UK law did not comply with EU State Aid rules in certain circumstances. The Group has arrangements that may be impacted by this decision as might other UK-based multinational groups that had financing arrangements in line with the UK’s legislation in force at the time. The Group has appealed against the European Commission’s decision, as have the UK Government and a number of other UK companies. We have calculated our maximum potential liability to be £26m (2020 – £27m), however we do not consider that any provision is required in respect of this amount based on our current assessment of the issue. Following receipt of charging notices from HM Revenue & Customs (‘HMRC’) during the year, we made payments to HMRC. Receipt of the charging notices marginally changed our assessment of the maximum potential liability, but did not change our assessment that no provision is required in respect of this amount. We will continue to consider the impact of the Commission’s decision on the Group and the potential requirement to record a provision. Deferred taxation balances are analysed in note 13. 6. Dividends 2019 final 2020 interim 2020 final 2021 interim 2021 pence per share – – – 6.20 6.20 2020 pence per share 34.30 – – – 34.30 2021 £m – – – 49 49 2020 £m 271 – – – 271 The 2021 interim dividend was declared on 20 April 2021 and was paid on 9 July 2021. As a sign of our confidence in our improved trading we have declared the payment of a special dividend, to be paid as a second interim dividend of 13.8p per share at a cost of £109m. The Board has proposed a final dividend of 20.5p per share at a cost of £162m which together with the interim dividend of 6.2p per share makes a total of 26.7p per share for the year. The combined 2021 final and special dividend of 34.3p, with a total value of £271m, will be paid on 14 January 2022 to shareholders on the register on 17 December 2021. No interim or final dividend was proposed or paid for 2020. 7. Earnings per share The calculation of basic earnings per share at 18 September 2021 was based on the net profit attributable to equity shareholders of £478m (2020 – £455m), and a weighted average number of shares outstanding during the year of 790 million (2020 – 790 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, amortisation of acquired inventory fair value adjustments, transaction costs, amortisation of non- operating intangibles, exceptional items and any associated tax credits, is shown to provide clarity on the underlying performance of the Group. Transaction costs of £3m and amortisation of non-operating intangibles of £50m (2020 – £2m and £59m) shown as adjusting items below include £nil and £2m respectively (2020 – £nil and £3m 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 (2020 – 790 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 Acquired inventory fair value adjustments Transaction costs Exceptional items Tax effect on above adjustments Amortisation of non-operating intangibles Tax credit on non-operating intangibles amortisation and goodwill Profit for the period attributable to equity shareholders Adjusted earnings per share Disposal of non-current assets Sale and closure of businesses Acquired inventory fair value adjustments Transaction costs Exceptional items Tax effect on above adjustments Amortisation of non-operating intangibles Tax credit on non-operating intangibles amortisation and goodwill Earnings per ordinary share 2021 £m 633 4 20 (3) (3) (151) 23 (50) 5 478 2021 pence 80.1 0.5 2.5 (0.4) (0.4) (19.1) 3.0 (6.3) 0.6 60.5 2020 £m 641 18 (14) (15) (2) (156) 36 (59) 6 455 2020 pence 81.1 2.3 (1.8) (1.9) (0.3) (19.7) 4.6 (7.5) 0.8 57.6 168 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 169 FINANCIAL STATEMENTS Notes forming part of the financial statements for the 53 weeks ended 18 September 2021 8. Intangible assets Goodwill £m Technology £m Brands £m Non-operating Customer relationships £m Grower agreements £m Operating Other £m Other £m Total £m Cost At 14 September 2019 Acquisitions – externally purchased Acquired through business combinations Other disposals Effect of hyperinflationary economies Effect of movements in foreign exchange At 12 September 2020 Acquisitions – externally purchased Acquired through business combinations Other disposals Effect of hyperinflationary economies Effect of movements in foreign exchange At 18 September 2021 Amortisation and impairment At 14 September 2019 Amortisation for the year Impairment Other disposals Effect of movements in foreign exchange At 12 September 2020 Amortisation for the year Impairment Effect of movements in foreign exchange At 18 September 2021 Net book value At 14 September 2019 At 12 September 2020 At 18 September 2021 1,293 – 6 – 4 (22) 1,281 – – – 4 (49) 1,236 90 – 23 – 2 115 – – (3) 112 1,203 1,166 1,124 207 – 7 – – (4) 210 – 16 – – (12) 214 207 – – – (3) 204 2 – (11) 195 – 6 19 437 – 7 – – (3) 441 – – – – (12) 429 341 24 – – (2) 363 20 – (11) 372 96 78 57 280 – 1 – – – 281 – 3 – – (13) 271 153 32 – – (3) 182 26 – (8) 200 127 99 71 122 – – – – (19) 103 – – – – 6 109 122 – – – (19) 103 – – 6 109 – – – 6 – – – – (1) 5 – – – – – 5 6 – – – (1) 5 – – – 5 – – – 492 74 – (29) – 10 547 96 1 (20) – (33) 591 237 33 – (6) 3 267 26 2 (14) 281 255 280 310 2,837 74 21 (29) 4 (39) 2,868 96 20 (20) 4 (113) 2,855 1,156 89 23 (6) (23) 1,239 74 2 (41) 1,274 1,681 1,629 1,581 Amortisation of non-operating intangibles of £50m (2020 – £59m) shown as an adjusting item in the income statement includes £2m (2020 – £3m) incurred by joint ventures in addition to the amounts shown above. Impairment As at 18 September 2021, the consolidated balance sheet included goodwill of £1,124m (2020 – £1,166m). 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 Acetum ACH AB Mauri Twinings Ovaltine Illovo AB World Foods Other (not individually significant) Primary reporting segment Grocery Grocery Ingredients Grocery Sugar Grocery Various Discount rate 13.0% 14.9% 14.1% 11.3% 25.7% 11.3% Various 2021 £m 90 174 267 119 104 78 292 1,124 2020 £m 98 187 285 119 98 78 301 1,166 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. There has been no change in CGUs or group of CGUs from the prior year. The carrying value of goodwill is assessed by reference to its value in use 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 a pre-tax weighted average cost of capital for each business, adjusted for country, industry and market risk. The rates used were between 9.8% and 25.7% (2020 – between 9.7% and 20.0%). The long-term growth rates 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 8.3%, consistent with the inflation factors included in the discount rates applied (2020 – between 0% and 6.5%). 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 headroom under the annual impairment review. AB Mauri full year trading was ahead of the prior year and globally our markets experienced some improving trends but remain challenging. Sales were also strong to industrial bakery customers but demand from foodservice and craft bakers was lower. Nevertheless, AB Mauri continues 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 five 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 $232m on a CGU carrying value of $1,003m (2020 – headroom of $202m on a CGU carrying value of $831m). 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 14.1% (2020 – 13.9%) and would have to increase to more than 16.3% (2020 – 16.2%) before value in use fell below the CGU carrying value. Estimates of long-term growth rates beyond the forecast periods were 2–3% (2020 – 2–3%) per annum dependent on location. 170 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 171 FINANCIAL STATEMENTS Notes forming part of the financial statements for the 53 weeks ended 18 September 2021 9. Property, plant and equipment Cost At 14 September 2019 IFRS 16 opening balance adjustment Acquisitions – externally purchased Other disposals Transfers from assets under construction Effect of movements in foreign exchange At 12 September 2020 Acquisitions – externally purchased Other disposals Transfers from assets under construction Transfer to assets classified as held for sale Effect of movements in foreign exchange At 18 September 2021 Depreciation and impairment At 14 September 2019 IFRS 16 opening balance adjustment Depreciation for the year Impairment Impairment on sale and closure of business Other disposals Effect of movements in foreign exchange At 12 September 2020 Depreciation for the year Impairment Reversal of impairment on sale and closure of business Other disposals Transfer to assets classified as held for sale Effect of movements in foreign exchange At 18 September 2021 Net book value At 14 September 2019 At 12 September 2020 At 18 September 2021 Land and buildings £m Plant and machinery £m Fixtures and fittings £m Assets under construction £m Sugar cane roots £m 2,759 (28) 22 (20) 12 (2) 2,743 56 (15) 10 (6) (81) 2,707 690 (10) 50 5 – (15) 1 721 51 24 (3) (7) (3) (24) 759 2,069 2,022 1,948 3,967 (1) 90 (76) 127 (72) 4,035 50 (40) 126 (25) (138) 4,008 2,585 (1) 186 26 2 (73) (43) 2,682 180 112 (7) (36) (18) (86) 2,827 1,382 1,353 1,181 3,777 (6) 147 (7) 34 69 4,014 119 (8) 77 – (183) 4,019 1,768 (4) 292 34 – (4) 62 2,148 296 3 – (6) – (98) 2,343 2,009 1,866 1,676 262 – 278 – (173) 2 369 304 – (213) – (20) 440 – – – – – – – – – – – – – – – 262 369 440 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. In addition where the fair value less costs of disposal is higher than value in use, this methodology has been used to determine the recoverable amount. This method uses inputs that are unobservable, using the best information available in the circumstances for valuing the CGU, and therefore falls into the Level 3 category of fair value measurement. In our sugar business in Spain, we have seen a significant increase in revenues reflecting strong demand and higher prices, although the operating profit margin was impacted by lower volumes from the northern beet crop, as well as a one-off charge from a court arbitration. As in prior years, management has conducted an impairment assessment using projections over five years. Our current view for yield and sugar content from beet sugar and our lower estimated margins due to expected increases in raw refining volumes in the future has resulted in a non-cash exceptional charge of €136m to write down the book value of property, plant and equipment and operating intangibles from €193m to €57m (2020 – no impairment of plant, property and equipment but there was a €26m impairment of goodwill). €134m of the impairment charge relates to property, plant and equipment and the remaining €2m relates to operating intangibles. Estimates of long-term growth rates beyond the forecast period were 2% (2020 – 2%). The carrying value is sensitive to assumptions around beet crop area, discount rate and long-term carbon pricing (where climate change is addressed by creating financial incentives for companies to lower their emissions), and sugar price. A sensitivity of +/- 5% on long-term beet area affects carrying value by +/- €18m, and a movement in carbon pricing of +/- €5 per tonne changes carrying value by +/- €3m. Applying sensitivity of +/- 1% to the sugar price will change the carrying value by €9m. Increasing the discount rate used from 11.7% (2020 – 12.1%) to 11.9% reduces carrying value by €3m. Given the ongoing trading challenges in some of our smaller sugar businesses, we have reviewed our forward projections for these units, including the forecast evolution of beet area and yields. As a result, we have made a non-cash adjustment of £21m to the relevant net asset values as an exceptional charge this year. An impairment of A$150m (£98m) was recorded in 2012 in the Australian meat 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$63m on a CGU carrying value of A$292m (2020 – headroom of A$61m on a CGU carrying value of A$346m). The discount rate used was 8.5% (2020 – 10.7%). Estimates of long-term growth rates beyond the forecast periods were 2.0% (2020 –2.0%) per annum. A sensitivity of +/- 1% on the discount rate decreases/increases headroom by A$51m either way (2020 – A$38m and A$47m respectively). Total £m 10,852 (35) 547 (103) – (16) 11,245 539 (63) – (31) (424) 11,266 5,083 (15) 538 65 2 (92) 13 5,594 535 139 (10) (49) (21) (208) 5,980 5,769 5,651 5,286 2020 £m 334 87 – 10 – – (13) 84 10 – – – (2) 92 40 – 10 – – – (7) 43 8 – – – – – 51 47 41 41 2021 £m 307 Capital expenditure commitments – contracted but not provided for In addition to the amounts disclosed above, there are £10m (2020 – £30m) of property, plant and equipment classified as assets held for sale (see note 15). Of this, £3m (2020 – £13m) is freehold land and buildings. 172 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 173 FINANCIAL STATEMENTS Notes forming part of the financial statements for the 53 weeks ended 18 September 2021 10. Leases Most of the Group’s right-of-use assets are associated with our leased property portfolio in the Retail segment. Right-of-use assets Current Non-current 2021 £m 304 2,992 3,296 2020 £m 313 3,342 3,655 Land and buildings £m Plant and machinery £m Fixtures and fittings £m Cost IFRS 16 opening balance adjustment at 15 September 2019 Additions Lease incentives Other movements Effect of movements in foreign exchange At 12 September 2020 Additions Lease incentives Other movements Effect of movements in foreign exchange At 18 September 2021 Depreciation and impairment Depreciation for the year Impairment Effect of movements in foreign exchange At 12 September 2020 Depreciation for the year Other movements Effect of movements in foreign exchange At 18 September 2021 Net book value At 12 September 2020 At 18 September 2021 3,170 165 (35) (18) 63 3,345 97 (18) (6) (157) 3,261 291 85 9 385 279 – (20) 644 2,960 2,617 33 13 – 1 – 47 18 – – (2) 63 16 1 – 17 17 (1) (1) 32 30 31 1 – – – – 1 1 – – – 2 1 – – 1 – – – 1 – 1 Total £m 3,204 178 (35) (17) 63 3,393 116 (18) (6) (159) 3,326 308 86 9 403 296 (1) (21) 677 2,990 2,649 Impairment The methodology used to assess right-of-use assets for impairment is the same as that described for impairment assessments of goodwill. See note 8 for further details. In the year there was no impairment of right-of-use assets. In 2020 there was an £86m impairment charge, of which £82m related to Primark (in exceptional items), £2m related to Allied Bakeries (in operating profit) and £2m related to Jasol New Zealand (in loss on closure of business). Lease liability Land and buildings £m Plant and machinery £m Fixtures and fittings £m Cost IFRS 16 opening balance adjustment at 15 September 2019 Additions Interest expense relating to lease liabilities Repayment of lease liability Other movements Effect of movements in foreign exchange At 12 September 2020 Additions Interest expense relating to lease liabilities Repayment of lease liability Other movements Effect of movements in foreign exchange At 18 September 2021 3,641 165 83 (299) (36) 66 3,620 91 83 (354) (11) (167) 3,262 36 13 1 (15) – – 35 18 1 (19) 1 (2) 34 1 – – (1) – – – 1 – (1) – – – Total £m 3,678 178 84 (315) (36) 66 3,655 110 84 (374) (10) (169) 3,296 Lease liabilities comprise £3,281m (2020 – £3,639m) capital payable and £15m (2020 – £16m) interest payable. The interest payable is all current and disclosed within trade and other payables. Repayments comprise £290m (2020 – £247m) capital and £84m (2020 – £68m) interest. Other information relating to leases The Group had the following expense relating to short-term leases and low-value leases: Land and buildings Plant and machinery Fixtures and fittings 2021 £m 1 1 2 4 2020 £m 2 2 1 5 The Group expensed £1m (2020 – £1m) of variable lease payments that do not form part of the lease liability. Cash outflows of £2m (2020 – £2m) that do not form part of the lease liability are expected to be made in the next 12 months. Rental receipts of £6m (2020 – £7m) were recognised relating to operating leases. The total of future minimum rental receipts expected to be received is £45m (2020 – £38m). £17m (2020 – £9m) is due to be received in respect of sub-leasing right-of-use assets. 11. Investments in joint ventures and associates At 14 September 2019 Acquisitions Profit for the period Dividends received Effect of movements in foreign exchange At 12 September 2020 Acquisitions Profit for the period Dividends received Effect of movements in foreign exchange At 18 September 2021 Joint ventures £m 225 – 46 (38) – 233 43 66 (58) (6) 278 Associates £m 50 1 11 (5) (1) 56 – 13 (5) (4) 60 Details of joint ventures and associates are listed in note 29. 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 2021 £m 160 441 (285) (57) 19 278 2020 £m 145 372 (258) (45) 19 233 Associates 2021 £m 38 302 (278) (3) 1 60 2020 £m 33 224 (199) (3) 1 56 1,566 1,445 914 792 66 46 13 11 174 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 175 FINANCIAL STATEMENTS Notes forming part of the financial statements for the 53 weeks ended 18 September 2021 12. 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 scheme represents 91% (2020 – 91%) of the Group’s defined benefit scheme assets and 88% (2020 – 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 most recent triennial funding valuation of the Scheme was carried out as at 5 April 2020, using the current unit method, and revealed a deficit of £302m. The market value of the Scheme assets was £3,317m, representing 92% of members’ accrued benefits after allowing for expected future salary increases. 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 75% of inflation sensitivity and 48% 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. The Guaranteed Minimum Pension is the minimum pension which a UK occupational pension scheme must provide for those employees who were contracted out of the State Earnings-Related Pension Scheme between 6 April 1978 and 5 April 1997. On 26 October 2018, the High Court of Justice of England and Wales ruled that GMPs must be equalised in respect of retirement ages for men and women for all pensionable service after 17 May 1990. This impacted the Group’s UK defined benefit scheme and the ruling set out a number of methodologies that could be used to calculate the impact. The Group adopted method C2 to identify its best estimate of the additional liabilities. This was charged as an exceptional past service cost in the income statement in the 2019 financial year, since the liabilities related to employee service between 1990 and 1997 and had no link to current business performance. Subsequent changes were accounted for in other comprehensive income. Following a further High Court ruling on 20 November 2020 regarding the equalisation of GMPs, a further £4m exceptional past service cost was charged in the income statement in the current financial year, assessed using market conditions at the date of the ruling as required by IAS 19. 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 £40m in the UK and £41m overseas, totalling £81m (2020 – UK £40m, overseas £39m, totalling £79m). 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) 2021 UK % 1.8 2.6-3.4 3.7-4.3 2.1-3.2 2.5-2.7 2021 Overseas % 0-14.1 0-12.4 0-12.0 0-12.0 0-2.0 2020 UK % 1.6 2.2-3.3 3.2-4.3 2.0-3.1 2.2-2.3 2020 Overseas % 0-14.8 0-12.0 0-12.0 0-12.0 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. The mortality assumptions used to value the UK defined benefit schemes in 2021 are derived from the S3 mortality tables with improvements in line with the 2019 projection model prepared by the Continuous Mortality Investigation of the UK actuarial profession (2020 – S2 mortality tables with improvements in line with the 2018 projection model), with a 0-year rating movement for males and females (2020 – 0-year rating movement for males and females), both with a long-term trend of 1.5% (2020 – 1.5%). 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 2021 (2020) Member aged 65 in 2041 (2040) 2021 Male 22.1 23.7 Female 24.3 26.1 2020 Male 21.6 23.3 Female 24.3 26.1 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 18 September 2021 is: Discount rate Inflation Rate of real increase in salaries Rate of mortality Change in assumption decrease/increase by 0.25% increase/decrease by 0.25% increase/decrease by 0.25% reduce/increase by one year Impact on scheme liabilities increase by 4.5%/decrease by 4.2% increase by 2.7%/decrease by 2.8% increase/decrease by 0.7% increase/decrease by 4.2% 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 UK £m 1,246 840 812 360 1,057 4,315 (3,719) 596 – 596 2021 Overseas £m 194 86 49 29 55 413 (490) (77) (26) (103) Total £m 1,440 926 861 389 1,112 4,728 (4,209) 519 (26) 493 UK £m 1,115 755 715 345 831 3,761 (3,705) 56 – 56 2020 Overseas £m 189 52 62 26 63 392 (501) (109) (13) (122) Total £m 1,304 807 777 371 894 4,153 (4,206) (53) (13) (66) 633 (37) 596 7 (110) (103) 640 (147) 493 94 (38) 56 6 (128) (122) 100 (166) (66) Unfunded liability included in the present value of scheme liabilities above (37) (66) (103) (38) (64) (102) * 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. UK Scheme Scheme assets include £345m (2020 – £235m) of derivative instruments, £482m (2020 – £440m) of corporate debt instruments and £1,394m (2020 – £710m) of government debt. Corporate and other bonds assets of £812m (2020 – £715m) include £225m (2020 – £187m) of assets whose valuation is not derived from quoted market prices. The valuation for all other equity assets, government bonds, and corporate and other bonds is derived from quoted market prices. The carrying value of UK property assets is based on a 30 June market valuation, adjusted for purchases, disposals and price indexation between the valuation and the balance sheet date. Cash and other assets includes £697m (2020 – £547m) of assets whose valuation is not derived from quoted market prices. 176 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 177 FINANCIAL STATEMENTS Notes forming part of the financial statements for the 53 weeks ended 18 September 2021 12. Employee entitlements continued 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% (2020 – 25%) in respect of active participants, 23% (2020 – 24%) for deferred participants and 51% (2020 – 51%) for pensioners. The weighted average duration of the defined benefit scheme liabilities at the end of the year is 17 years for both UK and overseas schemes (2020 – 18 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 income on the net pension asset Interest charge on irrecoverable surplus Net impact on profit before tax 2021 £m (46) (4) (81) (131) – (1) (132) 2020 £m (47) – (79) (126) 3 (1) (124) Cash flow Group cash flow in respect of employee benefits schemes comprises contributions paid to funded schemes of £39m (2020 – £34m) and benefits paid in respect of unfunded schemes of £3m (2020 – £3m). Contributions to funded defined benefit schemes are subject to periodic review. Contributions to defined contribution schemes amounted to £81m (2020 – £79m). Total contributions to funded schemes and benefit payments by the Group in respect of unfunded schemes in 2022 are currently expected to be approximately £30m in the UK and £10m overseas, totalling £40m (2020 – UK £31m, overseas £11m, totalling £42m). Other comprehensive income Remeasurements of the net pension asset recognised in other comprehensive income are as follows: Return on scheme assets excluding amounts included in net interest in the income statement Actuarial losses arising from changes in financial assumptions Actuarial (losses)/gains arising from changes in demographic assumptions Experience gains on scheme liabilities Change in unrecognised surplus Remeasurements of the net pension asset 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 losses arising from changes in financial assumptions Actuarial (losses)/gains arising from changes in demographic assumptions Experience gains on scheme liabilities Effect of movements in foreign exchange At end of year 2021 assets £m 4,153 – 7 39 (179) – 69 664 – – – (25) 4,728 2020 assets £m 4,206 – 7 34 (165) – 83 (13) – – – 1 4,153 2021 liabilities £m (4,206) (46) (7) – 182 (4) (69) – (101) (4) 12 34 (4,209) 2020 liabilities £m (4,164) (47) (7) – 168 – (80) – (144) 44 29 (5) (4,206) 2021 £m 664 (101) (4) 12 (12) 559 2021 net £m (53) (46) – 39 3 (4) – 664 (101) (4) 12 9 519 2020 £m (13) (144) 44 29 (5) (89) 2020 net £m 42 (47) – 34 3 – 3 (13) (144) 44 29 (4) (53) Reconciliation of change in irrecoverable surplus 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 13. Deferred tax assets and liabilities 2021 £m (13) (12) (1) – (26) At 14 September 2019 IFRS 16 opening balance adjustment Amount credited to the income statement Amount credited to equity Acquired through business combinations Effect of changes in tax rates on income statement Effect of changes in tax rates on equity Effect of hyperinflationary economies taken to operating profit Effect of movements in foreign exchange At 12 September 2020 Amount credited to the income statement Amount credited to equity Acquired through business combinations Effect of changes in tax rates on income statement Effect of changes in tax rates on equity Effect of hyperinflationary economies taken to operating profit Effect of movements in foreign exchange At 18 September 2021 Property, plant and equipment £m 142 – (5) – – Intangible assets £m 95 – (9) – 2 Employee benefits £m – – – (19) – Financial assets and liabilities £m (2) – – – – Leases £m – (62) (28) – – Provisions and other temporary differences £m (100) 21 (8) (2) – Tax value of carry- forward losses £m (34) – (1) – 1 13 – 2 (11) 141 (36) – – 29 – 2 1 137 3 – – (1) 90 (6) – 5 6 – – (5) 90 (1) – – (2) (93) (8) – – (6) – – 6 (101) (1) 4 – – (16) (1) 105 – (3) 39 – 1 125 – – – – (2) – 14 – – – – – 12 (1) – – – (90) 5 – – (5) – – 6 (84) – – – 2 (32) 2 – – (4) – – – (34) 2020 £m (9) (5) (1) 2 (13) Total £m 101 (41) (51) (21) 3 13 4 2 (12) (2) (44) 119 5 17 39 2 9 145 Provisions and other temporary differences include provisions of £(93)m, biological assets of £29m, tax credits of £(15)m and other temporary differences of £(5)m. Certain deferred tax assets and liabilities have been offset in the table above. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes: Deferred tax assets Deferred tax liabilities 2021 £m (218) 363 145 2020 £m (212) 210 (2) Deferred tax assets have not been recognised in respect of tax losses of £310m (2020 – £238m) and other temporary differences of £107m (2020 – £119m). Of the total tax losses, £170m (2020 – £162m) will expire at various dates between 2021 and 2026. These deferred tax assets have not been recognised on the basis that their future economic benefit is not probable. In addition, the Group’s overseas subsidiaries have net unremitted earnings of £2,537m (2020 – £2,497m), resulting in temporary differences of £1,167m (2020 – £1,010m). 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 foreseeable future. 178 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 179 FINANCIAL STATEMENTS Notes forming part of the financial statements for the 53 weeks ended 18 September 2021 14. 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 2021 £m 32 23 55 1,021 178 16 1,215 152 1,367 2020 £m 39 6 45 1,022 159 15 1,196 132 1,328 17. Biological assets At 14 September 2019 Transferred to inventory Purchases Changes in fair value Effect of movements in foreign exchange At 12 September 2020 Transferred to inventory Purchases Changes in fair value At 18 September 2021 Growing cane £m 80 (93) – 93 (14) 66 (92) – 105 79 Other £m 4 (10) 1 11 – 6 (13) 1 12 6 Total £m 84 (103) 1 104 (14) 72 (105) 1 117 85 As a result of this proposed sale and as the proceeds are in excess of the carrying value of the assets after they were impaired in 2019, £10m of the impairment recorded against the property, plant and equipment has been reversed through profits less losses on sale and closure of businesses. Estimated sucrose content Estimated sucrose price 2021 £m 2020 £m 18. Cash and cash equivalents In addition to the amounts disclosed above, there are no trade and other receivables (2020 – £4m) classified as assets held for sale (see note 15). 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 26. Trade and other receivables include £32m (2020 – £40m) in respect of finance lease receivables, with £28m in non-current loans and receivables and £4m in current other receivables (2020 – £35m in non-current loans and receivables and £5m in current other receivables). Minimum lease payments receivable are £4m within one year, £17m between one and five years and £11m in more than five years (2020 – £5m within one year, £18m between one and five years and £17m 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 28). 15. Assets and liabilities classified as held for sale Following the creation of a joint venture in China with Wilmar International, AB Mauri sold two yeast and bakery ingredients companies to the joint venture, which was completed in the second quarter of 2021. At year end, AB Mauri agreed the sale of a further yeast company to the joint venture, which is conditional upon regulatory approvals and is expected to be completed in the first half of 2022. The business has been classified as an asset held for sale. Assets classified as held for sale Intangible assets Property, plant and equipment Inventories Trade and other receivables Cash and cash equivalents Liabilities classified as held for sale Trade and other payables 16. Inventories Raw materials and consumables Work in progress Finished goods and goods held for resale Write-down of inventories – 10 3 – – 13 – – 2 30 5 4 2 43 (5) (5) 2021 £m 411 55 1,685 2,151 (95) 2020 £m 429 53 1,668 2,150 (96) In addition to the amounts disclosed above, there are £3m (2020 – £5m) of inventories classified as assets held for sale (see note 15). 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 18 September 2021: Expected area to harvest (hectares) Estimated yield (tonnes cane/hectare) Average maturity of growing cane South Africa 6,363 66.9 46.1% Malawi 18,911 108.4 67.4% Zambia 16,584 115.7 65.7% Eswatini 8,664 102.0 67.7% Tanzania Mozambique 5,545 83.6 71.6% 9,526 73.9 46.2% The following assumptions were used in the determination of the estimated sucrose tonnage at 12 September 2020: Expected area to harvest (hectares) Estimated yield (tonnes cane/hectare) Average maturity of growing cane South Africa 6,834 68.7 46.5% Malawi 19,019 107.0 67.4% Zambia 17,167 108.5 65.7% Eswatini 8,549 102.0 67.0% Tanzania Mozambique 5,724 87.0 71.6% 9,076 77.5 46.2% A 1% change in the unobservable inputs could increase or decrease the fair value of growing cane as follows: 2021 +1% £m 1.1 1.4 -1% £m (1.1) (1.4) 2020 +1% £m 1.0 1.3 -1% £m (1.0) (1.3) Note 26 19 15 2021 £m 759 1,516 2,275 (86) 2,189 2,275 – 2,275 2020 £m 718 1,280 1,998 (89) 1,909 1,996 2 1,998 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 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. 180 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 181 FINANCIAL STATEMENTS Notes forming part of the financial statements for the 53 weeks ended 18 September 2021 19. Loans and overdrafts Current loans and overdrafts Secured loans Unsecured loans and overdrafts Non-current loans Secured loans Unsecured loans Secured loans – Other floating rate Unsecured loans and overdrafts – Bank overdrafts – GBP fixed rate – USD floating rate – USD fixed rate – EUR floating rate – Other floating rate – Other fixed rate Note 26 Note 18 2021 £m – 330 330 1 75 76 406 2021 £m 1 86 80 3 217 7 7 5 406 2020 £m 4 150 154 1 317 318 472 2020 £m 5 89 101 6 235 13 21 2 472 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. 20. Trade and other payables Trade payables Accruals Deferred income and other non-financial payables 2021 £m 938 997 1,935 451 2,386 2020 £m 909 943 1,852 464 2,316 In addition to the amounts disclosed above, there are no trade and other payables (2020 – £5m) classified as liabilities held for sale (see note 15). For payables with a remaining life of less than one year, carrying amount is deemed to reflect fair value. In a small number of businesses, the Group utilises supplier financing arrangements to enable participating suppliers, at each supplier’s sole discretion, to sell any or all amounts due from the Group to a third party bank earlier than the invoice due date, at better financing rates than the supplier alone could achieve. Payment terms for suppliers are identical, irrespective of whether they choose to participate. The Group receives no benefit from these arrangements. Contractual terms and invoice due dates are unchanged and the Group considers amounts owed to the third party bank as akin to amounts owed to the supplier. Such amounts are therefore included within trade payables and associated cash flows are included within operating cash flows, as they continue to be part of the Group’s normal operating cycle. At year end, the value of invoices sold by suppliers under supply chain financing arrangements was £27m (2020 – £10m). 21. Provisions At 12 September 2020 Created Utilised Released Effect of movements in foreign exchange At 18 September 2021 Current Non-current Restructuring £m 86 24 (41) (15) (2) 52 Deferred consideration £m 20 4 (2) (7) (1) 14 41 11 52 6 8 14 Other £m 58 22 (14) (26) (4) 36 24 12 36 Total £m 164 50 (57) (48) (7) 102 71 31 102 Financial liabilities within provisions comprised deferred consideration in both years (see note 26). Restructuring Restructuring provisions include business restructure costs, including redundancy, associated with the Group’s announced reorganisation plans. These restructuring provisions are largely expected to be utilised in the next financial year. 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. 22. Share capital and reserves Share capital At 12 September 2020 and 18 September 2021, 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. 182 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 183 FINANCIAL STATEMENTS Notes forming part of the financial statements for the 53 weeks ended 18 September 2021 23. Acquisitions and disposals Acquisitions Total conditional allocations under the Group’s equity-settled share-based payment plans are as follows: Balance outstanding at the beginning of the period 5,030,360 4,660,667 Granted/ awarded 2,498,918 1,970,377 Vested (440,870) (993,955) Expired/ lapsed (1,669,171) (606,729) Balance outstanding at the end of the period 5,419,237 5,030,360 2021 In May 2021, the Group’s Ingredients business acquired DR Healthcare España, a Spanish enzymes producer. Total consideration for this transaction was £14m, comprising £12m cash consideration and £2m deferred consideration. Net assets acquired included non-operating intangible assets of £19m, which were recognised with their related deferred tax of £5m. 2021 2020 During the period, the Group contributed £43m to the bakery ingredients joint venture in China with Wilmar International and also paid £2m of deferred consideration on acquisitions made in prior years. 2020 In December 2019, the Group’s Grocery business in the UK acquired Al’Fez, a Middle Eastern food brand with customers in the UK and Europe. In the second half of the year the Group acquired two small Agriculture businesses in Europe and the Group’s Ingredients business acquired Larodan, a Swedish manufacturer and international marketer of state-of-the-art, high-purity research- grade lipids that will expand our research and product development capabilities to better serve the pharmaceutical, nutritional and industrial market sectors. Total consideration for these acquisitions was £19m, comprising £16m cash consideration and £3m deferred consideration. Net assets acquired comprised non-operating intangible assets of £15m, which were recognised with their related deferred tax of £3m, and £1m of other operating assets. Goodwill of £6m resulted from these acquisitions. Disposals 2021 In the first half of 2021, the Group sold a number of Chinese yeast and bakery ingredients businesses into a new Chinese joint venture with Wilmar International. These businesses were classified as a disposal group and held for sale at the previous year end. Gross cash consideration was £39m with £5m of cash disposed with the businesses. The joint venture also assumed £11m of debt, resulting in net proceeds of £45m. Net assets disposed were £33m with provisions of £6m for associated restructuring costs and a £6m gain on the recycling of foreign exchange differences. The gain on disposal was £6m. In August, the Group agreed the sale of a further factory in China to the same joint venture, subject to regulatory approval. These factory assets were fully written down in 2019 when the proposed joint venture with Wilmar was first announced. A non-cash reversal of impairment of £10m has been included in profit on sale and closure of business. Closure provisions of £3m relating to disposals made in previous years were no longer required and were released to sale and closure of business in Ingredients and Grocery, both in Asia Pacific. Property provisions of £1m held in previous years were also no longer required and were released in the Central and UK segments. 2020 In 2020, the Group announced the closure of the Cake business in the Grocery segment in Australia and the Jasol New Zealand business in the Ingredients segment, with £10m included in loss on closure of business, comprising £2m non-cash impairment of property, plant and equipment, £2m non-cash impairment of right-of-use assets and £6m of restructuring provisions. The Group also sold a small business in China, reported within the Asia Pacific and Grocery segments. Cash proceeds amounted to £2m on £1m of net assets disposed, resulting in a pre-tax profit on disposal of £1m. Warranty provisions of £1m relating to disposals made in previous years were no longer required and were released to sale and closure of business in the Americas and Ingredients segments. The Group also charged a £6m onerous lease provision to sale and closure of business (in the Central and UK segments) in respect of guarantees given on property leases assigned to third parties that the Group expects to be required to honour. 24. Share-based payments The annual charge in the income statement for equity-settled share-based payments schemes was £17m (2020 – £8m). The Group had the following principal equity-settled share-based payment plans in operation during the period: Associated British Foods 2016 Long-term Incentive Plan (‘the 2016 LTIP’) The 2016 LTIP was approved and adopted by the Company at the AGM 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 vesting period. Associated British Foods 2016 Short-term Incentive Plan (‘the 2016 STIP’) The 2016 STIP was approved and adopted by the Board on 2 November 2016. It takes the form of conditional allocations of shares which are released at the end of a three-year vesting period if, and to the extent that, performance targets are satisfied, over a one-year performance period. Further information regarding the operation of the above plans can be found in the Remuneration Report on pages 117 to 135. Employee Share Ownership Plan Trust Shares subject to allocation under the Group’s equity-settled share-based payment plans are held in a separate Employee Share Ownership Plan Trust 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 18 September 2021 the Trust held 1,347,089 (2020 – 1,787,959) ordinary shares of the Company. The market value of these shares at the year end was £25m (2020 – £35m). The Trust has waived its right to dividends. Movements in the year were a release of 440,870 shares (2020 – release of 993,955 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 1,879p (2020 – 2,327p) and the weighted average share price was 2,021p (2020 – 2,502p). The dividend yield used was 2.5% (2020 – 2.5%). 25. Analysis of net debt Short-term loans Long-term loans Lease liabilities Total liabilities from financing activities Cash at bank and in hand, cash equivalents and overdrafts Current asset investments Short-term loans Long-term loans Lease liabilities Total liabilities from financing activities Cash at bank and in hand, cash equivalents and overdrafts Current asset investments At 12 September 2020 £m (65) (318) (3,639) (4,022) 1,909 32 (2,081) At 14 September 2019 (after IFRS 16 transition) £m (89) (348) (3,678) (4,115) 1,358 29 (2,728) Cash flow £m 10 18 290 318 Acquisitions and disposals £m 10 – – 10 New leases and non-cash items £m (202) 202 (100) (100) Exchange adjustments £m 3 22 168 193 At 18 September 2021 £m (244) (76) (3,281) (3,601) 340 2 660 – – 10 – – (100) (60) (2) 131 2,189 32 (1,380) New leases and non-cash items £m (23) 23 (143) (143) Exchange adjustments £m 4 5 (66) (57) At 12 September 2020 £m (65) (318) (3,639) (4,022) Disposals £m – – 1 1 – – 1 – – (143) (6) 1 (62) 1,909 32 (2,081) Cash flow £m 43 2 247 292 557 2 851 Cash and cash equivalents comprise bank and cash balances, call deposits and short-term investments with original maturities of three months or less. £86m (2020 – £89m) of bank overdrafts that are repayable on demand 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 (see note 18 for a reconciliation). Net cash excluding lease liabilities is £1,901m (2020 – £1,558m). £86m (2020 – £89m) of bank overdrafts plus the £244m (2020 – £65m) of short-term loans shown above comprise the £330m (2020 – £154m) of current loans and overdrafts shown on the face of the balance sheet. Current and non-current lease liabilities shown on the face of the balance sheet of £289m and £2,992m respectively (2020 – £297m and £3,342m respectively) comprise the £3,281m (2020 – £3,639m) of lease liabilities shown above. Current asset investments comprise term deposits and short-term investments with original maturities of greater than three months but less than one year. 184 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 185 FINANCIAL STATEMENTS Notes forming part of the financial statements for the 53 weeks ended 18 September 2021 26. Financial instruments Financial instruments include £nil (2020 – £3m) of trade and other receivables and £nil (2020 – £5m) of trade and other payables which are classified as held for sale (see note 15). All disclosures in this note are given gross, before the held-for-sale reclassification is made. a) Carrying amount and fair values of financial assets and liabilities Financial assets Financial assets at amortised cost Cash and cash equivalents Current asset investments Trade and other receivables Other non-current receivables At fair value through other comprehensive income Investments At fair value through profit or loss Derivative assets not designated in a cash flow hedging relationship: – currency derivatives (excluding cross-currency swaps) Designated cash flow hedging relationships Derivative assets designated and effective as cash flow hedging instruments: – currency derivatives (excluding cross-currency swaps) – cross-currency swaps – commodity derivatives Total financial assets Financial liabilities Financial liabilities at amortised cost Trade and other payables Secured loans Unsecured loans and overdrafts (fair value 2021 – £417m; 2020 – £498m) Lease liabilities (fair value 2021 – £3,293m; 2020 – £3,807m) Deferred consideration At fair value through profit or loss Derivative liabilities not designated in a cash flow hedging relationship: – currency derivatives (excluding cross-currency swaps) – commodity derivatives Designated net investment hedging relationships Derivative liabilities designated as net investment hedging instruments: – cross-currency swaps Designated cash flow hedging relationships Derivative liabilities designated and effective as cash flow hedging instruments: – currency derivatives (excluding cross-currency swaps) – commodity derivatives Total financial liabilities Net financial liabilities Except where stated, carrying amount is equal to fair value. 2021 £m 2020 £m 2,275 32 1,215 32 23 9 22 44 49 3,701 1,998 32 1,199 39 6 10 14 60 18 3,376 (1,935) (1) (405) (3,281) (14) (1,857) (5) (467) (3,639) (20) (1) – (16) (1) (12) (27) (5) (16) (5,670) (1,969) (22) (21) (6,075) (2,699) Valuation of financial instruments carried at fair value Financial instruments carried at fair value on the balance sheet comprise derivatives and investments. 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. Financial assets Currency derivatives (excluding cross-currency swaps) Cross-currency swaps Commodity derivatives Financial liabilities Currency derivatives (excluding cross-currency swaps) Cross-currency swaps Commodity derivatives 2021 2020 Contractual/ notional amounts £m Level 1 £m Level 2 £m Total £m Contractual/ notional amounts £m Level 1 £m Level 2 £m Total £m 1,360 228 188 1,776 702 196 166 1,064 – – 4 4 – – (1) (1) 31 44 45 120 (6) (12) (15) (33) 31 44 49 124 (6) (12) (16) (34) 814 254 183 1,251 1,113 217 139 1,469 – – 6 6 – – (4) (4) 24 60 12 96 (38) (27) (18) (83) 24 60 18 102 (38) (27) (22) (87) 186 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 187 FINANCIAL STATEMENTS Notes forming part of the financial statements for the 53 weeks ended 18 September 2021 26. 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 Ineffective hedges recognised in the income statement Amount removed from the hedging reserve and included in the income statement: – revenue – cost of sales – other financial expense 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 2021 2020 Currency derivatives (excluding cross- currency) £m 6 Cross- currency swaps £m (1) Commodity derivatives £m 2 Total £m 7 Currency derivatives (excluding cross- currency) £m 1 Cross- currency swaps £m 1 Commodity derivatives £m 6 3 – 8 – – (37) 6 – (14) (9) (4) (1) – (14) 16 – – – (16) – – – (1) – – – (1) (1) (55) (36) – – (4) 9 – 12 8 – (28) (25) (2) (1) – (28) 4 9 (16) (25) 14 – (43) (34) (6) (2) (1) (43) (4) 21 (1) – – (12) (1) 2 6 6 – – – 6 4 – – – (6) – – – (1) – – – (1) (1) 18 – 1 (18) – (6) 1 – 2 1 1 – – 2 Total £m 8 18 21 – (18) (6) (18) – 2 7 7 1 – (1) 7 Of the closing balance of £43m, £43m is attributable to equity shareholders and £nil to non-controlling interests (2020 – £7m, £7m attributable to equity shareholders and £nil to non-controlling interests). Of the net movement in the year of £(50)m, £(50)m is attributable to equity shareholders and £nil to non-controlling interests (2020 – £(1)m, £(2)m attributable to equity shareholders and £1m to non-controlling interests). The balance remaining in the commodity cash flow hedge reserve from hedging relationships for which hedge accounting is no longer applied is £(1)m (2020 – £2m). The balance in the cost of hedging reserve was not significant at 12 September 2020 or 18 September 2021. d) Financial risk identification and management The Group is exposed to the following financial risks from the 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, swaps, and, where appropriate, options. These teams work closely with Group Treasury and report regularly to executive management. Treasury operations and commodity procurement and hedging are conducted within a clearly defined framework of Board-approved policies and guidelines to manage the Group’s financial and commodity risks. Group Treasury works closely with the Group’s procurement teams to manage commodity risks. Group Treasury policy seeks to ensure that adequate financial resources are available 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. 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. At year end, the Group had no borrowings (2020 – none) that were designated as hedges of its net investment in foreign operations. The Group also holds cross-currency interest rate swaps to hedge its fixed rate non-sterling debt. These are reported as cash flow hedges and net investment hedges. The change in fair value of the hedging instrument, to the degree effective, is retained in other comprehensive income. Under IFRS 9, the currency basis on the cross-currency swaps is excluded from the hedge designation and recognised in other comprehensive income – cost of hedging. The value of the currency basis is not significant. Effectiveness is measured using the hypothetical derivative approach. The hypothetical derivative is based on the critical terms of the debt and therefore the only ineffectiveness that might arise is in relation to credit risk. Credit risk is monitored regularly and is not a significant factor in the hedge relationship. 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. A net foreign exchange £nil (2020 – gain of £1m) 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 cross-currency swaps that have been designated as hedges of its net investments in euros, whose change in fair value of £14m has been credited to the translation reserve, all of which was attributable to equity shareholders (2020 – £4m has been debited to the translation reserve). 188 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 189 FINANCIAL STATEMENTS Notes forming part of the financial statements for the 53 weeks ended 18 September 2021 26. Financial instruments continued 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, lean hog, soya beans, sugar raws, cocoa, rice, tea and energy is managed through the use of forward physical contracts and hedging instruments, including futures, swaps and options primarily to convert floating 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 entered into, and continue to be held, for the purposes of the Group’s ordinary operations. In this instance 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, other commodity derivatives are accounted for as cash flow hedges (typically with a one-to-one hedge ratio), 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 maturities of less than one year. The Group’s sensitivities in respect of commodity derivatives for a +/- 20% movement in underlying commodity prices are £24m (2020 – £15m) and (£24m) (2020 – (£14m)), respectively. (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 18 September 2021, £303m (75%) (2020 – £338m and 72%) of total debt was subject to fixed rates of interest, the majority of which is the US private placement loans of £297m (2020 – £336m). 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 189. 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 principally 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 designates currency derivatives used to hedge its highly probable forecast transactions as cash flow hedges. Under IFRS 9, the spot component is designated in the hedging relationship and forward points and currency basis are excluded and recognised in other comprehensive income – cost of hedging. The cost of hedging value during the period and at the balance sheet date was not material. The economic relationship is based on critical terms and a one-to-one hedge ratio. 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 sales in British Sugar to movements in the sterling/euro exchange rate; 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. The table below illustrates the effects of hedge accounting on the consolidated balance sheet and consolidated income statement by disclosing separately by risk category, and each type of hedge, the details of the associated hedging instrument and hedged item. 2021 Carrying amount assets/ (liabilities) £m Contract notional £m Furthest maturity date £m Hedge ratio % Change in fair value of hedging instrument used to determine hedge ineffectiveness £m Change in fair value of hedge item used to determine hedge effectiveness £m Current Designated cash flow hedging relationships: – currency derivatives (excluding cross-currency swaps) – cross-currency swaps – commodity derivatives 1,367 150 350 16 Sep 22 28 Mar 22 33 Aug 22 100% 100% 100% Designated net investment hedging relationships: – currency derivatives (cross-currency swaps) 129 (8) Mar 22 100% Non-current Designated cash flow hedging relationships: – currency derivatives (excluding cross-currency swaps) – cross-currency swaps – commodity derivatives Designated net investment hedging relationships: – currency derivatives (cross-currency swaps) 34 78 4 67 1 Dec 22 16 Mar 24 Jan 23 – 100% 100% 100% (4) Mar 24 100% 2020 16 (11) 34 10 1 (6) – 5 (16) 11 (34) (10) (1) 6 – (5) Carrying amount assets/ (liabilities) £m Furthest maturity date £m Contract notional £m Hedge ratio % Change in fair value of hedging instrument used to determine hedge ineffectiveness £m Change in fair value of hedge item used to determine hedge effectiveness £m Current Designated cash flow hedging relationships: – currency derivatives (excluding cross-currency swaps) – commodity derivatives Non-current Designated cash flow hedging relationships: – currency derivatives (excluding cross-currency swaps) – cross-currency swaps – commodity derivatives 1,205 317 (8) Sep 21 Sep 21 1 100% 100% 25 254 1 – Feb 22 60 Mar 24 Jan 22 – 100% 100% 100% Designated net investment hedging relationships: – currency derivatives (cross-currency swaps) 217 (27) Mar 24 100% (10) 1 – (3) – (5) 10 (1) – 3 – 5 190 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 191 FINANCIAL STATEMENTS Notes forming part of the financial statements for the 53 weeks ended 18 September 2021 26. Financial instruments continued Hedging relationships are typically based on a one-to-one hedge ratio. The economic relationship between the hedged item and the hedging instrument is analysed on an ongoing basis. Sources of possible ineffectiveness include changes in forecast transactions as a result of timing or value or, in certain cases, different indices linked to the hedged item and the hedging instrument. As at 18 September 2021, £1,401m of forward foreign currency contracts designated as cash flow hedges were outstanding (2020 – £1,230m), largely in relation to purchases of USD (£864m) and sales of EUR (£199m) with varying maturities up to December 2022. Weighted average hedge rates for these contracts are GBPUSD: 1.39, EURUSD: 1.19 and GBPEUR: 1.12. Weighted average hedge rates for the cross-currency swaps are GBPUSD: 1.70 and GBPEUR: 1.26. Commodity derivatives designated as cash flow hedges related to a range of underlying hedged items, with varying maturities up to January 2023. The analysis of the Group’s foreign currency exposure to financial assets and liabilities by currency of denomination is as follows: Financial assets Cash and cash equivalents Trade and other receivables Financial liabilities Trade and other payables Unsecured loans and overdrafts 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 Currency derivatives Gross amounts receivable Gross amounts payable The following major exchange rates applied during the year: US dollar Euro Rand Renminbi Australian dollar Sterling £m US dollar £m 2021 Euro £m 1 – 1 (19) – (19) 62 (2) 60 42 81 39 120 (381) (218) (599) 1,374 (133) 1,241 762 22 45 67 (36) – (36) 197 (431) (234) (203) Sterling £m US dollar £m 2020 Euro £m 1 – 1 (21) – (21) 69 (6) 63 43 103 39 142 (351) (235) (586) 1,353 (211) 1,142 698 11 50 61 (34) – (34) 58 (504) (446) (419) Other £m 40 19 59 (8) (3) (11) 221 (50) 171 219 Other £m 74 15 89 (8) – (8) 232 (103) 129 210 Average rate Closing rate 2021 1.37 1.14 20.34 8.90 1.82 2020 1.27 1.14 20.53 8.94 1.88 2021 1.38 1.17 20.27 8.89 1.89 Total £m 144 103 247 (444) (221) (665) 1,854 (616) 1,238 820 Total £m 189 104 293 (414) (235) (649) 1,712 (824) 888 532 2020 1.28 1.08 21.40 8.74 1.76 The following sensitivity analysis illustrates the impact that a 10% strengthening of the Group’s transactional 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. Sensitivity analysis 10% strengthening against other currencies of Sterling US dollar Euro Other 2021 impact on profit for the period £m – (2) 12 12 2021 impact on total equity £m 5 87 (24) 24 2020 impact on profit for the period £m (1) (4) – 10 2020 impact on total equity £m 3 79 (44) 20 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 2021 impact on profit for the period £m (19) 3 – – (4) 2020 impact on profit for the period £m (14) (1) 1 (2) (4) 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 18 September 2021. The Group considers its maximum exposure to credit risk to be: Cash and cash equivalents Current asset investments Trade and other receivables Other non-current receivables Investments Derivative assets at fair value through profit and loss Derivative assets in designated cash flow hedging relationships 2021 £m 2,275 32 1,215 32 23 9 103 3,689 2020 £m 1,998 32 1,199 39 6 10 65 3,349 The significant 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 metrics to identify significant changes to the financial profile of its counterparties. 192 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 193 FINANCIAL STATEMENTS Notes forming part of the financial statements for the 53 weeks ended 18 September 2021 26. Financial instruments continued Counterparty risk profile and management The table below analyses the Group’s current asset investments, cash equivalents and derivative assets by credit exposure: Standard & Poors rating A+ AA- A A- BBB+ BBB Not rated As at 18 September 2021 Standard & Poors rating A+ AA- A BBB+ BBB BB- As at 12 September 2020 Current asset investments £m – 29 – – – – – 29 Cash equivalents £m – – – 11 – 1 – 12 Current asset investments £m – 30 – – – – 30 Cash equivalents £m – – – – 3 – 3 Currency derivative assets £m 2 – 3 16 3 – – 24 Derivatives Cross- currency swaps £m 16 – – 11 5 – – 32 Currency derivative assets £m – 3 – 1 – 1 5 Derivatives Cross-currency swaps £m 16 – 17 – – – 33 Commodity £m – 2 1 – – – 37 40 Commodity £m – – – 1 – – 1 Total £m 18 31 4 38 8 1 37 137 Total £m 16 33 17 2 3 1 72 Cash of £759m (2020 – £718m), cash equivalents of £1,504m (2020 – £1,277m) and current asset investments of £3m (2020 – £2m) have been excluded from this analysis as they are available on demand. Trade and other receivables Significant concentrations of credit risk are very 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 on a prepayment basis. Aggregate exposures are monitored at Group level. Many 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. To measure expected credit losses, gross trade receivables are assessed regularly by each business locally with reference to considerations such as the current status of the relationship with the customer, the geographical location of each customer, and days past due (where applicable). Expected losses are determined based on the historical experience of write-offs compared to the level of trade receivables. These historical loss expectations are adjusted for current and forward-looking information where it is identified to be significant. The Group considers factors such as national economic outlooks and bankruptcy rates of the countries in which its goods are sold to be the most relevant factors. Where the impact of these is assessed as significant, the historical loss expectations are amended accordingly. The Group considers credit risk to have significantly increased for debts aged 180 days or over and expects these debts to be provided for in full. Where the Group holds insurance or has a legal right of offset with debtors who are also creditors, the loss expectation is applied only to the extent of the uninsured or net exposure. Trade receivables are written off when there is no reasonable expectation of recovery, indicators of which may include the failure of the debtor to engage in a payment plan, and failure to make contractual payments within 180 days past due. 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 Expected loss provision Trade receivables are stated net of the following expected loss provision: Opening balance Increase charged to the income statement Amounts released Amounts written off Effect of movements in foreign exchange Closing balance 2021 £m 442 306 164 303 1,215 2021 £m 899 100 16 6 24 (24) 1,021 2021 £m 27 4 (2) (3) (2) 24 2020 £m 408 319 160 313 1,200 2020 £m 934 66 12 8 31 (27) 1,024 2020 £m 24 9 (1) (4) (1) 27 No trade receivables were written off directly to the income statement in either year. The geographical and business line complexity of the Group, combined with the fact that expected credit loss assessments are all performed locally, means that it is not practicable to present further analysis of expected losses. In relation to other receivables not forming part of trade receivables, a similar approach has been taken to assess expected credit losses. No significant expected credit loss has been identified. 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. 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. The Board’s treasury policies are in place to maintain a strong capital base and manage the Group’s balance sheet to ensure long-term financial stability. They are the basis for investor, creditor and market confidence and enable the successful development of the business. Details of the Group’s borrowing facilities are given in section i) on page 197. 194 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 195 FINANCIAL STATEMENTS Notes forming part of the financial statements for the 53 weeks ended 18 September 2021 26. Financial instruments continued 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 Lease liabilities Deferred consideration Derivative financial liabilities – Currency derivatives (excluding cross-currency swaps) (net payments) – Commodity derivatives (net payments) Total financial liabilities Non-derivative financial liabilities Trade and other payables Secured loans Unsecured loans and overdrafts Lease liabilities Deferred consideration Derivative financial liabilities – Currency derivatives (excluding cross-currency swaps) (net payments) – Commodity derivatives (net payments) Total financial liabilities Note 20 19 19 10 21 Note 20 19 19 10 21 Due between 6 months and 1 year £m Due between 1 and 2 years £m Due within 6 months £m (1,915) – (320) (173) (6) (5) (12) (2,431) (20) – (9) (189) – (2) (4) (224) – (1) (13) (381) (8) – – (403) Due between 6 months and 1 year £m Due between 1 and 2 years £m Due within 6 months £m (1,837) (4) (110) (186) (2) (33) (20) (2,192) (20) – (58) (189) (1) (4) (2) (274) – – (245) (385) (3) – – (633) 2021 Due between 2 and 5 years £m – – (75) (1,048) – – – (1,123) 2020 Due between 2 and 5 years £m – (1) (85) (1,099) (15) Due after 5 years £m Contracted amount £m Carrying amount £m – – – (2,515) – (1,935) (1) (417) (4,306) (14) (1,935) (1) (405) (3,281) (14) – – (2,515) (7) (16) (6,696) (6) (16) (5,658) Due after 5 years £m Contracted amount £m Carrying amount £m – – – (2,883) – (1,857) (5) (498) (4,472) (21) (1,857) (5) (467) (3,639) (20) – – (1,200) – – (2,883) (37) (22) (7,182) (38) (22) (6,048) The above tables do not include forecast data for liabilities which may be incurred in the future but which were not contracted at 18 September 2021. 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 lease liabilities, and cash flows on derivative financial instruments which are not aligned with their fair value. i) Borrowing facilities The Group has substantial borrowing facilities available to it. The undrawn committed facilities available at 18 September 2021, in respect of which all conditions precedent have been met, amounted to £1,145m (2020 – £1,146m): Syndicated facility US private placement Illovo Other Facility £m 1,088 297 65 3 1,453 Uncommitted facilities available at 18 September 2021 were: Moneymarket lines Illovo Azucarera China Other Facility £m 100 157 30 37 161 485 2021 Drawn £m – 297 10 1 308 2021 Drawn £m – 63 5 – 30 98 Undrawn £m 1,088 – 55 2 1,145 Undrawn £m 100 94 25 37 131 387 Facility £m 1,088 336 86 7 1,517 Facility £m 100 160 49 40 167 516 2020 Drawn £m – 336 32 3 371 2020 Drawn £m – 63 11 – 27 101 Undrawn £m 1,088 – 54 4 1,146 Undrawn £m 100 97 38 40 140 415 In addition to the above facilities there are also £114m (2020 – £98m) of undrawn and available credit lines for the purposes of issuing letters of credit and guarantees in the normal course of business. The Group has a £1.1bn syndicated facility which matures in July 2023. The Group also has £297m of private placement notes in issue to institutional investors in the US and Europe. At 18 September 2021, these had an average remaining duration of 0.9 years and an average fixed coupon of 4.1%. The other significant core committed debt facilities are 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 27 for a summary of the Group’s guarantees. An assessment of the Group’s current liquidity position is given in the Financial review on pages 62 to 64. j) Capital management The capital structure of the Group is presented in the consolidated balance sheet. For the purpose of the Group’s capital management, capital includes issued capital and all other reserves attributable to equity shareholders, totalling £9,921m (2020 – £9,355m). The consolidated statement of changes in equity provides details on equity and note 19 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 is subject to externally-imposed capital requirements. 27. Contingencies Litigation and other proceedings against 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 18 September 2021, Group companies have provided guarantees in the ordinary course of business amounting to £1,513m (2020 – £2,046m). During the year, a Thai court ruled in favour of the Group’s Ovaltine business in Thailand in a legal action it brought against one of its suppliers in respect of a contractual dispute. The court concluded that between 2009 and 2019 the supplier had overcharged Ovaltine Thailand and should pay compensation of 2.2 billion Thai baht (£48m). The relevant contractual relationship between the Group and its supplier terminated at the end of 2019. The Group has not yet recorded an asset in respect of this matter as the defendant is appealing the judgment. 196 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 197 FINANCIAL STATEMENTS Notes forming part of the financial statements for the 53 weeks ended 18 September 2021 28. Related parties 29. Group entities 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 29. The Group has a related party relationship with its associates and joint ventures (see note 29) 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 plc and received in a beneficial capacity by: (i) trustees of the Garfield Weston Foundation and their close family (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 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 1 2 3 4 4 4 2021 £000 895 2020 £000 1,095 1,570 9,151 300 3,632 14 55 14,980 – 1,705 44,405 46,407 361,287 16,524 35,941 4,033 22,960 1,615 73 96 18,404 557 2,237 14,154 28,249 323,860 12,863 41,722 3,497 26,745 1,272 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 18 September 2021 was the beneficial owner of 683,073 shares (2020 – 683,073 shares) in Wittington Investments Limited representing 79.2% (2020 – 79.2%) of that company’s issued share capital and is, therefore, the Company’s ultimate controlling party. At 18 September 2021 trustees of the Foundation comprised four 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 98 and 99. Their interests, including family interests, in the Company and its subsidiary undertakings are given on pages 129 and 130. Key management personnel are considered to be the directors, and their remuneration is disclosed within the Remuneration Report on pages 117 to 135. 3 The fellow subsidiary undertakings are Fortnum and Mason plc and Heal & Son Limited. 4 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 £32m (2020 – £40m) of finance lease receivables (see note 14). The remainder of the balance is trading balances. All but £4m (2020 – £5m) of the finance lease receivables are non-current. 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 18 September 2021 Wittington, together with its subsidiary, Howard Investments Limited, held 431,515,108 ordinary shares (2020 – 431,515,108) representing in aggregate 54.5% (2020 – 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 18 September 2021, have a combined interest in approximately 58.3% (2020 – 58.5%) of the Company’s voting rights. Information on the relationship agreement between the Company and its controlling shareholders is set out on page 137 of the Directors’ Report. Subsidiary undertakings A list of the Group’s subsidiaries as at 18 September 2021 is given below. The entire share capital of subsidiaries is held within the Group except where ownership percentages are shown. These percentages give the Group’s ultimate interest and therefore allow for situations 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. Subsidiary undertakings United Kingdom Weston Centre, 10 Grosvenor Street, London, W1K 4QY, United Kingdom 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 China Limited AB Mauri Europe 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 BRL Finance Ltd ABF Energy Limited ABF Europe Finance Limited ABF European Holdings Limited ABF Finance Limited ABF Food Tech Investments Limited ABF Funding ABF Grain Products Limited ABF Green Park Limited ABF Grocery Limited % effective holding if not 100% Subsidiary undertakings % effective holding if not 100% ABF HK Finance Limited ABF Ingredients Limited ABF Investments plc ABF Japan Limited ABF MXN Finance Limited ABF Overseas Limited ABF PM Limited ABF UK Finance Limited ABF US Holdings Limited ABF ZMW Finance 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 (No.1) Limited (previously Allied Mills Limited) Allied Mills Limited (previously Allied Mills (No.1) 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 198 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 199 FINANCIAL STATEMENTS Notes forming part of the financial statements for the 53 weeks ended 18 September 2021 29. Group entities continued Subsidiary undertakings 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 Germain’s (U.K.) Limited H 5 Limited Illovo Sugar Africa Holdings Limited John K. King & Sons Limited LeafTC Limited Kingsgate Food Ingredients Limited Mauri Products 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 Spectrum Aviation Limited Speedibake Limited 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 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 Biscuit Company Limited (The) Weston Foods Limited Weston Research Laboratories Limited % effective holding if not 100% Subsidiary undertakings % effective holding if not 100% 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, United Kingdom Jordan Bros. (N.I.) Limited Nutrition Services (International) Limited Vistavet Limited 180 Glentanar Road, Glasgow, G22 7UP, United Kingdom ABN (Scotland) Limited Miller Samuel LLP, RWF House, 5 Renfield Street, Glasgow, G2 5EZ, United Kingdom Korway Foods Limited 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 (in liquidation) Av. Raul Alfonsin, Monte Chingolo, Buenos Aires 3145, Argentina Compañía Argentina De Levaduras S.A.I.C. Australia Building A, Level 2, 11 Talavera Road, North Ryde, NSW 2113, Australia AB Mauri Overseas Holdings Limited AB Mauri Pakistan 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 Anzchem Pty Limited Dagan Trading Pty. Ltd Food Investments Pty. Limited George Weston Foods (Victoria) Pty Ltd George Weston Foods Limited Indonesian Yeast Company 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 Yumi's Quality Foods Pty Ltd 35-37 South Corporate Avenue, Rowville, VIC 3178, Australia AB Food & Beverages Australia Pty. Limited 170 South Gippsland Highway, Dandenong, VIC 3175, Australia ABF Wynyard Park Limited Partnership % effective holding if not 100% Subsidiary undertakings % effective holding if not 100% 90% 92% Associated British Foods Holdings (China) Co., Ltd Unit 006, Room 401, Floor 4, Building 1, No. 15 Guanghua Road, Chaoyang District, Beijing, China AB Mauri (Beijing) Food Sales and Marketing Company Limited Building 1, 35 Chi Feng Road , Yangpu District, Shanghai 200092, China AB Mauri Foods (Shanghai) Company 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 ABNA Feed (Liaoning) Co., Ltd. 17 Xiangyang Street, Tu Township, Chayou Qianqi, Inner Mongolia, China Botian Sugar Industry (Chayou Qianqi) Co., Ltd. No. 1 Botian Road, Economic Development Zone, Zhangbei County, Zhangjiakou City, Hebei Province, China Botian Sugar Industry (Zhangbei) Co., Ltd. Development Zone Administration Tower, Room 1110, No. 368, Changjiang Road, Nangang Concentrated District, Economic Development Zone, Harbin, China Botian Sugar Industry Co., Ltd. 1 Industrial North Street, Zhangjiakou, Zhangbei County, Hebei Province, China Hebei Mauri Food Co., Ltd. 8 Lancun Road, Economic and Technical Development Zone, Minhang, Shanghai 200245, China Shanghai AB Food & Beverages 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, 349 01 Stříbro, Czech Republic Bodit Tachov s.r.o. Palladium, Na Poříří 1079/3a, Prague 1, 110 00, Czech Republic Primark Prodejny s.r.o. Denmark Skjernvej 42, Trøstrup, 6920 Videbæk, Denmark AB Neo A/S Middelfartveg 77, Baring, 5466 Asperup, Denmark Cowconnect ApS Ecuador Medardo Ángel Silva 13 y Panamá, Manzana 12, El Recreo, Eloy Alfaro, Durán, Guayas, Ecuador ABCALSA S.A. Subsidiary undertakings Austria Wollzeile 11/2. OG, 1010 Vienna, Austria Primark Austria Ltd & Co KG Bangladesh Level 13 Shanta Western Tower, Bir Uttam Mir Shawkat Road, 186 Tejgaon I/A, Dhaka 1208, Bangladesh Twinings Ovaltine Bangladesh Limited Belgium Industriepark 2d, 9820 Merelbeke, Belgium AB Mauri Belgium NV Chaussée de la Hulpe 177/20, 1170 Bruxelles, 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 Alameda Madeira 328, 20th Floor, Room 2005, Alphaville – Barueri, Sao Paulo 06454-010, Brazil AB Enzimas Brasil Comercial Ltda Rua Cardeal Arcoverde. 1641 9th Floor, Sao Paulo, 05407002, 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, A Cheng District, Harbin, Heilongjiang Province, China AB (Harbin) Food Ingredients Company Limited Harbin Mauri Yeast Co., Ltd. (in liquidation) No. 9 Third Row, Baxian Community-new village, Chengjiang Town, Du’an County, Hechi City, Guangzi, China AB Agri Animal Nutrition (Guangzi) Co., Ltd (in liquidation) 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. No 28. South Shunjin Road, Yintai District, Tongchuan, Shaanxi Province, China AB Agri Animal Nutrition (Shaanxi) Co., Ltd. Chuangxin Road, Tonggu Industry Zone, Sandu Town, Tonggu County, Jiangxi Province, China AB Agri Pumeixin Tech (Jiangxi) Co. Ltd. Room 2802, Raffles City Changning, No. 1189 Changning Road, Changning District, Shanghai, 200051, China AB Enzymes Trading (Shanghai) Co., Ltd Room 2803, Raffles City Changning, No. 1189 Changning Road, Changning District, Shanghai, 200051, China ABNA Management (Shanghai) Co., Ltd. ABNA Trading (Shanghai) Co., Ltd Room 2906 Raffles City Changning, No. 1189 Changning Road, Changning District, Shanghai, 200051, China 200 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 201 FINANCIAL STATEMENTS Notes forming part of the financial statements for the 53 weeks ended 18 September 2021 29. Group entities continued Subsidiary undertakings Eswatini Ubombo Sugar Limited, Old Main Road, Big Bend, Eswatini Bar Circle Ranch Limited Illovo Swaziland Limited Moyeni Ranch Limited Ubombo Sugar Limited Finland Tykkimäentie 15b (PO Box 26), Rajamäki, FI-05200, Finland AB Enzymes Oy Tykkimäentie 15b (PO Box 57), Rajamäki, FI-05201, Finland Enzymes Leasing Finland Oy France 40/42, avenue Georges Pompidou, 69003, à Lyon, France AB Mauri France SAS 11 Rue de Milan, 75009, Paris, France ABFI France SAS 5 Boulevard de l'Oise, Immeuble Le Rond Point, 95000 Cergy Pontoise, Cédex, France Twinings & Co S.A.S. (previously Foods International SAS) 3-5 Rue Saint-Georges, 75009, Paris, France Primark France SAS 845 Chemin du Vallon du maire, 13240, Septemes les Vallons, France SPI Pharma SAS Germany Feldbergstrasse 78, 64293, Darmstadt, Germany AB Enzymes GmbH Wandsbeker Zollstrasse 59, 22041, Hamburg, Germany ABF Deutschland Holdings GmbH Ohly GmbH Ohly Grundbesitz GmbH Rheinische Presshefe- und Spritwerke GmbH Kennedyplatz 2, 45127, Essen, Germany Primark Mode Ltd. & Co. KG Primark Property GmbH Westendstrasse 28, 60325, Frankfurt am Main, Germany Wander GmbH Marie-Kahle-Allee 2, D-53113, Bonn, Germany Westmill Foods Europe GmbH Guernsey Dorey Court, Admiral Park, St. Peter Port, GY1 2HT, Guernsey Talisman Guernsey Limited Hong Kong Workshop D, 8th Floor, Reason Group Tower, No.403 Castle Peak Road, Kwai Chung, New Territories, Hong Kong Associated British Foods Asia Pacific Holdings Limited Hungary Károlyi utca 12. 3. em., Budapest, 1053, Hungary PSH Violet Korlátolt Felelősségő Társaság 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 % effective holding if not 100% Subsidiary undertakings % effective holding if not 100% 60% 60% 60% 60% SPI Specialties Pharma Private Limited G3/41, New Budge Budge Trunk Road, Old Dakghar, Kolkata, West Bengal, 700141, India Twinings Private Limited Indonesia Wisma GKBI Lt.39, Suite 3901, No.28 Jl. Jend, Sudirman, Jakarta , Indonesia PT AB Food & Beverages Indonesia (in liquidation) Ireland 47 Mary Street, Dublin 1, Ireland Abdale Finance Limited Primark Holdings Primark Pension Trustees Limited 1 Stokes Place, St. Stephen’s Green, Dublin 2, Ireland Allied Mills Ireland Limited Intellync Technology Limited Arthur Ryan House, 22-24 Parnell Street, Dublin 1, Ireland Primark Limited Primark Austria Limited Primark Mode Limited Italy Viale Monte Nero, 84, 20135, Milan, Italy AB Agri Italy S.r.l Via Milano 42, 27045, Casteggio, (Pavia), Italy AB Mauri Italy S.p.A. ABF Italy Holdings S.r.l. Largo Francesco Richini 2/A, 20122, Milan, Italy Primark Italy S.r.l. Via Rizzotto 46, 41126, Modena (MO), Italy Acetaia Fini Modena S.r.l. Via Sandro Pertini 440, 401314, Cavezzo (MO), Italy Acetum S.p.A. Jersey First Floor, Durell House, 28 New Street, St. Helier, JE2 3RA, Jersey Bonuit Investments Limited Luxembourg 69, Boulevard de la Pétrusse, L-2320, Luxembourg ABF European Holdings & Co SNC (in liquidation) Malawi Illovo House, Churchill Road, Limbe, Malawi Dwangwa Sugar Corporation Limited Illovo Sugar (Malawi) plc Malawi Sugar Limited Malaysia Unit 30-01, Level 30, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No.8, 59200 Jalan Kerinchi, Kuala Lumpur, Malaysia AB Mauri Malaysia Sdn. Bhd. Malta 171 Old Bakery Street, Valletta, VLT 1455, Malta Relax Limited 76% 76% 52% 70% Subsidiary undertakings Mauritius 10th Floor, Standard Chartered Tower, 19 Cybercity, Ebene, Mauritius Illovo Group Financing Services 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 805, Col. Lomas Atlas, DF 11950, Mexico AB CALSA S.A. de C.V. AB CALSA SERVICIOS, S. DE R.L. DE C.V. Avenida Javier Barros Sierra 495, piso 7 oficina 07-102, Col. Santa Fe, Alvaro Obregón, Ciudad de México, 01219, México ACH Foods Mexico, S. de R.L. de C.V. Avenida Javier Barros Sierra 495, piso 7 oficina 07-103, Col. Santa Fe, Alvaro Obregón, Ciudad de México, 01219, México 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. AB Mauri Netherlands European Holdings B.V. Foods International Holding B.V. Van Oldenbarneveltplaats 36, 3012 AH, Rotterdam, Netherlands Primark Fashion B.V. Primark Netherlands B.V. Primark Stil B.V. Weena 505, 3013AL Rotterdam, Netherlands AB Vista Europe B.V. 7122 JS Aalten, Dinxperlosestraatweg 122, Netherlands Germains Seed Technology B.V. Oude Kerkstraat 55 4878 AK, Etten-Leur, Netherlands Mauri Technology B.V. Dalsteindreef 141, Diemen, 1112XJ, Netherlands Westmill Foods Europe B.V. New Zealand Building 3, Level 2, 666 Great South Road, Ellerslie, Auckland 1051, New Zealand Allied Foods (NZ) Ltd Anzchem NZ Limited George Weston Foods (NZ) Limited Nigeria 23 Oba Akinjobi Street, GRA, Ikeja, Lagos, Nigeria Twinings Ovaltine Nigeria Limited Pakistan 21KM Ferozepur Road, 2 KM Hadyara Drain, Lahore, Pakistan AB Mauri Pakistan (Private) Limited Peru Av. Republica de Argentina No. 1227, Z.I. La Chalaca, Callao, Peru Calsa Perú S.A.C. Philippines 86 E Rodriguez Jr. Ave., Ugong Norte, QC,1604, Pasig City, Metro Manila, Philippines % effective holding if not 100% Subsidiary undertakings 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.) Towarowa 28,00-839 Warsaw, Poland Primark Sklepy spolka z ograniczona odpowiedzialnoscia (Primark Sklepy sp. z.o.o) ul. Rabowicka 29/31, 62-020, Swarzędz – Jasin, Poland R. Twining and Company Spółka z ograniczona odpowiedzialnoscia (R. Twining and Company Sp. z o. o.) ul. Główna 3A, Bruszczewo, 64-030, Śmigiel, Poland AB Agri Polska spolka z organiczona odpowiedzialnoscia (AB Agri Polska 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. Rua Castilho 50, 1250-071, Lisbon, Portugal Lojas Primark Portugal – Exploracao, Gestao e Administracao de Espacos Comerciais S.A. Romania Sectorul 1, Strada Tipografilor, Nr. 11-15, S-Park, Corp B3-B4, Birou 38, Etaj 4, Bucureřti, Romania PSR Indigo S.R.L. Rwanda Shop number E002B, 1st Floor, CHIC Building, Nyarugenge District, Nyarugenge Sector, Kigali City, Rwanda Illovo Sugar (Kigali) Limited 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 Slovakia Staromestska 3, 811 03 Bratislava - Stare Mesto, Slovakia Primark Slovakia s.r.o. Slovenia Bleiweisova cesta 30, Ljubljana, 1000, Slovenia Primark Trgovine, trgovsko podjetje, d.o.o. South Africa 1 Nokwe Avenue, Ridgeside, Umhlanga Rocks, Kwazulu Natal, 4320, South Africa CGS Investments (Pty) Limited East African Supply (Pty) Limited Glendale Sugar (Pty) Ltd Illovo Distributors (Pty) Limited Illovo Sugar (South Africa) Proprietary Limited Illovo Sugar Africa Proprietary Limited Illprop (Pty) Limited Lacsa (Pty) Limited Noodsberg Sugar Company (Pty) Ltd Reynolds Brothers (Pty) Ltd S.A. Sugar Distributors (Pty) Limited Smithchem (Pty) Limited Umzimkulu Sugar Company (Pty) Ltd 60% % effective holding if not 100% 99% 96% 70% 202 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 203 Subsidiary undertakings Vietnam Unit 2, 100 Nguyen Thi Minh Khai Street, Ward 6, District 3, Ho Choi Minh City, Vietnam AB Agri Vietnam Company Limited La Nga Commune, Dinh Quan District, Dong Nai Province, Vietnam AB Mauri Vietnam Limited % effective holding if not 100% Subsidiary undertakings % effective holding if not 100% 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 66% 75% 75% 75% FINANCIAL STATEMENTS Notes forming part of the financial statements for the 53 weeks ended 18 September 2021 29. Group entities continued Subsidiary undertakings Spain Calle Cardenal Marcelo Spínola, 42, 28016, Madrid, Spain AB Azucarera Iberia, S.L. Sociedad Unipersonal AB Vista Iberia, S.L. Calle Levadura, 5 14710, Villarrubia, Córdoba AB Mauri Food, S.A AB Mauri Spain, S.L.U. ABF Iberia Holding S.L. C/ Escultor Coomonte nº. 2, Entreplanta, Benavente, Zamora, Spain Agroteo S.A. Calle Comunidad de Murcia, Parcela LIE-1-03, Plataforma Logistica de Fraga, 22520, Huesca, Spain Alternative Swine Nutrition, S.L. Calle Escoles Pies 49, Planta Baja, 08017 Barcelona, Spain DR Healthcare España, S.L.U. 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. 8, 2 Calle Via Servicio I, 2 CP, 19190 Torija, Guadalajara, Spain Primark Logistica, S.L. Sociedad Unipersonal Sri Lanka 124 Templers Road, Mount Lavinia, Sri Lanka AB Mauri Lanka (Private) Limited Sweden Nobels väg 16, 171 65 Solna, Sweden Larodan AB 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 Msolwa Mill Office, Kidatau, 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 % effective holding if not 100% Subsidiary undertakings % effective holding if not 100% 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 Enzymes, Inc. AB Vista, Inc. AB World Foods US, Inc. ABF North America Corp. ABF North America Holdings, Inc. Abitec Corporation ACH Food Companies, Inc. ACH Jupiter LLC B.V. ABF Delaware, Inc. BakeGood, LLC Germains Seed Technology, Inc. PGP International, Inc. Primark US Corp. SPI Pharma, Inc. SPI Polyols, LLC Twinings North America, Inc. 101 Arch Street, Floor 3, Boston MA 02110, United States Primark GCM LLC 158 River Road, Unit B, Clifton, NJ 07014, United States Balsamic Express LLC 158 River Road, Unit A, Clifton, NJ 07014, United States Modena Fine Foods, Inc. Registered Agent Solutions, 1220 S St Ste 150, Sacramento CA 95811 PennyPacker, LLC Registered Agent Solutions Inc., 9 E Loockerman Street Suite 311, Dover, Kent DE 19901, United States Prosecco Source, LLC Uruguay Cno. Carlos Antonio Lopez 7547, Montevideo, Uruguay Levadura Uruguaya S.A. Venezuela 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 Alimentos Fleischmann, C.A., Compañía de Alimentos Latinoamericana de Venezuela (CALSA) S.A. 53% 75% 80% 80% 204 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 205 FINANCIAL STATEMENTS Notes forming part of the financial statements for the 53 weeks ended 18 September 2021 29. Group entities continued Joint ventures A list of the Group’s joint ventures as at 18 September 2021 is given below. All joint ventures are included in the Group’s financial statements using the equity method of accounting. Joint ventures % holding Joint ventures % Holding United Kingdom Weston Centre, 10 Grosvenor Street, London, W1K 4QY, United Kingdom Frontier Agriculture Limited Boothmans (Agriculture) Limited Forward Agronomy Limited G F P (Agriculture) Limited GH Grain Limited GH Grain (No. 2) Limited Grain Harvesters Limited Intracrop Limited Nomix Limited North Wold Agronomy Limited Phoenix Agronomy Limited SOYL Limited The Agronomy Partnership Limited Berth 36, Test Road, Eastern Docks, Southampton, Hampshire, SO14 3GG, United Kingdom Southampton Grain Terminal Limited Kingseat, Newmacher, Aberdeenshire, AB21 0UE, Scotland, United Kingdom Euroagkem Limited Lothian Crop Specialists Limited 47, Beaumount Seymour & Co, Butt Road, Colchester, Essex CO3 3BZ, United Kingdom Anglia Grain Holdings Limited Riverside, Wissington Road, Nayland, Colchester, Essex, CO6 4LT, United Kingdom Anglia Grain Services Limited Unit 8, Burnside Business Park, Burnside Road, Market Brayton, TF9 3UX, United Kingdom B.C.W (Agriculture) Limited Witham St Hughs, Lincoln, LN6 9TN, United Kingdom Nomix Enviro Limited Australia Building A, Level 2, 11 Talavera Road, North Ryde NSW 2113, Australia Fortnum & Masons Pty Limited 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 33% 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 Jie Liang Zi, Huo Cheug, Yi Li, Xinjiang, China Xinjiang Mauri Food Co., Ltd. Room 607, 6th Floor, 1379, Bocheng Road, Pudong New District, Shanghai, China AB Mauri Yihai Kerry Investment Company Limited Room 608, 6th Floor, 1379, Bocheng Road, Pudong New District, Shanghai, China AB Mauri Yihai Kerry Food Marketing (Shanghai) Co., Ltd Ta Ha Comprehensive Industrial Park, Fuyu County Economic Development Area, Qiqihar, Heilongjiang Province, China AB Mauri Yihai Kerry (Fu Yu) Yeast Tehcnology Co., Ltd Xinsha Industrial Zone, Machong Town, Dongguan, Guangdong Province, China AB Mauri Yihai Kerry (Dongguan) Food Co., Ltd 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 Brede 8, 59368, Werne, Germany UNILOG GmbH Japan 36F Atago Green Hills Mori Tower, 2-5-1 Atago, Minato- ku, Tokyo 105-6236, Japan Twinings Japan Co Ltd 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 The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington DE 19801, United States Stratas Foods LLC Stratas Receivables I LLC 50% 25% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% Associates A list of the Group’s associates as at 18 September 2021 is given below. All associates are included in the Group’s financial statements using the equity method of accounting. Associates % holding United Kingdom Pacioli House, Duncan Close, Moulton Park Industrial Estate, Northampton, NN3 6WL, United Kingdom Bakers Basco Limited Paternoster House, 65 St. Paul's Churchyard, London, EC4M 8AB, United Kingdom C. Czarnikow Limited Czarnikow Group Limited C. Czarnikow Sugar Futures Limited C. Czarnikow Sugar Limited Sugarworld Limited The Cook Kitchen, Eurolink Way, Sittingbourne, Kent, ME10 3HH, United Kingdom Cook Trading Limited Vernon House, 40 New North Road, Huddersfield, West Yorkshire, HD1 5LS, United Kingdom Proper Nutty Limited Australia 283 Flagstaff Road, Brinkley SA 5253, Australia Big Pork River (Australia) Pty Ltd Big River Pork Pty Ltd Murray Bridge Bacon Pty Ltd 32 Davis Road, Wetherill Park, Sydney NSW 2164, Australia New Food Coatings Pty Ltd Bahrain Suite No. 1959 Diplomatic Commercial Office, Tower B, Building No. 1565, Road 1722, Diplomatic Area/ Manama 317, Bahrain Czarnikow Supply Chain Sales for Food & Beverage Ingredients Bahrain S.P.C. Brazil Avenida Presidente Juscelino Kubitschek, n.º 2.041, 11º andar- Vila Olímpia, CEP 04.543-011, São Paulo, Brasil Czarnikow Brasil Ltda Rua Fidêncio Ramos, 308, cj64, Torre A, Vila Olímpia, São Paulo, SP, Cep 04551-010, Brasil Cz Energy Comercializado Ra De Etanol S.A China Room 17A01, 232 Zhong Shan 6th Road, Guangzhou City, Guangdong Province, 510180, China C. Czarnikow Sugar (Guangzhou) Company Ltd 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 Sucarim (Czarnikow Israel Sugar Trading) Ltd 8th Galgalay haplada, Herzlia, Israel Sucris Limited Italy Via Borgogna, 2-20122, Milan, Italy Czarnikow Italia Srl 20% 43% 43% 43% 43% 43% 16% 40% 20% 20% 20% 50% 43% 43% 21% 43% 43% 49% 49% 49% 43% 21% 43% Associates 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 Descartes #54 Int. 101, Col. Nueva Anzures Ciudad de Mexico, 11590, Mexico C. Czarnikow Sugar (Mexico), S.A. de C.V. Czarnikow Servicios de Personales (Mexico), S.A. de C.V. New Zealand c/o KPMG, 18 Viaduct Harbour Avenue, Maritime Square, Auckland, New Zealand New Food Coatings (New Zealand) Limited Philippines Unit A, 103 Excellence Avenue, Carmelray Industrial Park 1, Canlubang, Calamba, Laguna, Philippines New Food Coatings (Philippines) Inc. Singapore 3 Phillip Street, #14-01 Royal Group Building, Singapore 048693 C. Czarnikow Sugar Pte. Limited South Africa 1 Gledhow Mill Road, Gledhow, Kwadukuza, 4450, South Africa Gledhow Sugar Company (Pty) Limited Tanzania 7th Floor Amani Place, Ohio Street, PO Box 38568, 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 Weds Foods (Thailand) Ltd Newly Weds Foods (Trading) Limited (in liquidation) 1203, 12th Floor, Metropolis Building, 725 Sukhumvit Road, North Klongton, Wattana, Bangkok, 10110, Thailand Czarnikow (Thailand) Limited United States 333 SE 2nd Avenue, Suite 2860, Miami, FL 33131, USA C. Czarnikow Sugar Inc. Vietnam 5th Floor, IMC Tower, 62 Tan Quang Khai, Tan Dinh Ward, District 1, Ho Chi Minh City, Vietnam Czarnikow (Vietnam) Limited % Holding 43% 30% 43% 43% 50% 50% 43% 30% 43% 20% 50% 50% 43% 43% 43% 206 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 207 FINANCIAL STATEMENTS Notes forming part of the financial statements for the 53 weeks ended 18 September 2021 30. Alternative performance measures In reporting financial information, the Board uses various APMs which it believes provide useful additional information for understanding the financial performance and financial health of the Group. These APMs should be considered in addition to IFRS measures and are not intended to be a substitute for them. Since IFRS does not define APMs, they may not be directly comparable to similar measures used by other companies. The Board also uses APMs to improve the comparability of information between reporting periods and geographical units (such as like-for-like sales) by adjusting for non-recurring or uncontrollable factors which affect IFRS measures, to aid users in understanding the Group’s performance. Consequently, the Board and management use APMs for performance analysis, planning, reporting and incentive-setting. APM Closest equivalent IFRS measure Definition/purpose Reconciliation/calculation Like-for-like sales No direct equivalent The like-for-like sales metric enables measurement of the performance of our retail stores on a comparable year-on-year basis. Consistent with the definition given APM Adjusted operating profit before repayment of job retention scheme monies Adjusted profit before tax See Adjusted operating profit (non-IFRS) measure Profit before tax Closest equivalent IFRS measure Definition/purpose Adjusted operating profit before repayment of job retention scheme monies is adjusted operating profit adjusted for repayment of job retention scheme monies. Reconciliation/calculation See note A Adjusted profit before tax is stated before amortisation of non- operating intangibles, transaction costs, amortisation of fair value adjustments made to acquired inventory, profits less losses on disposal of non-current assets, exceptional items and profits less losses on sale and closure of businesses. Items defined above which arise in the Group’s joint ventures and associates are also treated as adjusting items for the purposes of adjusted profit before tax. A reconciliation of this measure is provided on the face of the consolidated income statement and by operating segment in note 1 of the financial statements This measure represents the change in sales at constant currency in our retail stores adjusted for new stores, closures and relocations. Refits, extensions and downsizes are also adjusted for if a store’s retail square footage changes by 10% or more. For each change described above, a store’s sales are excluded from like-for-like sales for one year. No adjustments are made for disruption during refits, extensions or downsizes if a store’s retail square footage changes by less than 10%, for cannibalisation by new stores, or for the timing of national or bank holidays. It is measured against comparable trading days in each year. The like-for-like sales metric expressed over two years enables measurement of the performance of our retail stores compared to our experience in 2019, which was before any of the economic effects of COVID-19. It is calculated as described above for like-for-like sales, but with 2019 data as the comparator. Two year like-for-like sales No direct equivalent Adjusted earnings and adjusted earnings per share Earnings and earnings per share Adjusted earnings and adjusted earnings per share are stated before amortisation of non-operating intangibles, transaction costs, amortisation of fair value adjustments made to acquired inventory, profits less losses on disposal of non-current assets, exceptional items and profits less losses on sale and closure of businesses, together with the related tax effect. Reconciliations of these measures are provided in note 7 of the financial statements Consistent with the definition given Exceptional items No direct equivalent Items defined above which arise in the Group’s joint ventures and associates are also treated as adjusting items for the purposes of adjusted earnings and adjusted earnings per share. Exceptional items are items of income and expenditure which are material and unusual in nature and are considered of such significance that they require separate disclosure on the face of the income statement. Exceptional items are included on the face of the consolidated income statement with further detail provided in note 2 of the financial statements Adjusted operating (profit) margin Adjusted operating profit No direct equivalent Adjusted operating (profit) margin is adjusted operating profit as a percentage of revenue. See note A Operating profit Adjusted operating profit is stated before amortisation of non- operating intangibles, transaction costs, amortisation of fair value adjustments made to acquired inventory, profits less losses on disposal of non-current assets and exceptional items. Items 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. A reconciliation of this measure is provided on the face of the consolidated income statement and by operating segment in note 1 of the financial statements 208 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 209 FINANCIAL STATEMENTS Notes forming part of the financial statements for the 53 weeks ended 18 September 2021 30. Alternative performance measures continued APM Constant currency Closest equivalent IFRS measure Definition/purpose Revenue and see adjusted operating profit (non-IFRS) measure Constant currency measures are derived by translating the relevant prior year figures at current year average exchange rates, except for countries where CPI has escalated to extreme levels, in which case actual exchange rates are used. There are currently two countries where the Group has operations in this position – Argentina and Venezuela. Effective tax rate Income tax expense The effective tax rate is the tax charge for the year expressed as a percentage of profit before tax. Adjusted effective tax rate No direct equivalent The adjusted effective tax rate is the tax charge for the year excluding tax on adjusting items expressed as a percentage of adjusted profit before tax. Dividend cover No direct equivalent Dividend cover is the ratio of adjusted earnings per share to dividends per share relating to the year. Capital expenditure No direct equivalent Capital expenditure is a measure of the investment each year in non-current assets in existing businesses. It comprises cash outflows from the purchase of property, plant and equipment and intangibles. Gross investment No direct equivalent Gross investment is a measure of the investment each year in non-current assets in existing businesses and acquisitions of new businesses. It includes capital expenditure as well as cash outflows from the purchase of subsidiaries, joint ventures and associates, additional shares in subsidiary undertakings purchased from non-controlling interests and other investments, as well as net debt assumed in acquisitions. Reconciliation/calculation See note B Whilst the effective tax rate is not disclosed, a reconciliation of the tax charge on profit before tax at the UK corporation tax rate to the actual tax charge is provided in note 5 of the financial statements The tax impact of reconciling items between profit before tax and adjusted profit before tax is shown in note 7 of the financial statements See note C See note D See note E Net cash/debt before lease liabilities No direct equivalent This measure comprises cash, cash equivalents and overdrafts, current asset investments and loans. A reconciliation of this measure is shown in note 25 of the financial statements APM Net cash/debt including lease liabilities Adjusted EBITDA Closest equivalent IFRS measure Definition/purpose No direct equivalent This measure comprises cash, cash equivalents and overdrafts, current asset investments, loans and lease liabilities. Reconciliation/calculation A reconciliation of this measure is shown in note 25 of the financial statements Adjusted EBITDA is stated before depreciation, amortisation and impairments charged to adjusted operating profit. See note F See Adjusted operating profit (non-IFRS) measure Financial leverage ratio No direct equivalent Financial leverage is the ratio of net cash/debt including lease liabilities to adjusted EBITDA. See note F (Average) capital employed No direct equivalent Capital employed is derived from the management balance sheet and does not reconcile directly to the statutory balance sheet. All elements of capital employed are calculated in accordance with Adopted IFRS. Average capital employed for each segment and for the Group is calculated by averaging the capital employed for each period of the financial year based on the reporting calendar of each business. Consistent with the definition given No direct equivalent The return on (average) capital employed measure divides adjusted operating profit by average capital employed. Consistent with the definition given No direct equivalent Working capital is derived from the management balance sheet and does not reconcile directly to the statutory balance sheet. All elements of working capital are calculated in accordance with Adopted IFRS. Consistent with the definition given Average working capital for each segment and for the Group is calculated by averaging the working capital for each period of the financial year based on the reporting calendar of each business. No direct equivalent This measure expresses (average) working capital as a percentage of revenue. Consistent with the definition given Return on (average) capital employed (Average) working capital (Average) working capital as a percentage of revenue 210 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 211 FINANCIAL STATEMENTS Notes forming part of the financial statements for the 53 weeks ended 18 September 2021 30. Alternative performance measures continued Note A 2021 External revenue from continuing businesses Adjusted operating profit Repayment of job retention scheme monies Adjusted operating profit before repayment of job retention scheme monies Adjusted operating margin % 2020 External revenue from continuing businesses Adjusted operating profit Adjusted operating margin % Note B 2021 External revenue from continuing businesses at actual rates 2020 External revenue from continuing businesses at actual rates Impact of foreign exchange External revenue from continuing businesses at constant currency Grocery £m Sugar £m Agriculture £m Ingredients £m 3,593 413 – 413 11.5% 3,528 437 12.4% 1,650 152 – 152 9.2% 1,594 100 6.3% 1,537 44 – 44 2.9% 1,395 43 3.1% 1,508 151 – 151 10.0% 1,503 147 9.8% Central and disposed businesses £m 3 (70) – (70) 22 (65) Retail £m 5,593 321 94 415 5.7% 5,895 362 6.1% Total £m 13,884 1,011 94 1,105 7.3% 13,937 1,024 7.3% Grocery £m Sugar £m Agriculture £m Ingredients £m Disposed businesses £m Retail £m Total £m Note C Adjusted earnings per share (pence) Dividends relating to the year (pence) – excluding special dividend proposed Dividend cover Note D From the cash flow statement Purchase of property, plant and equipment Purchase of intangibles Note E From the cash flow statement Purchase of property, plant and equipment Purchase of intangibles Purchase of subsidiaries, joint ventures and associates Purchase of shares in subsidiary undertaking from non-controlling interests Purchase of other investments 3,593 1,650 1,537 1,508 5,593 3 13,884 Note F 3,528 (29) 1,594 (70) 1,395 (8) 1,503 (49) 5,895 (14) 3,499 1,524 1,387 1,454 5,881 % change at constant currency +3% +8% +11% +4% -5% 2021 Adjusted operating profit at actual rates 2020 Adjusted operating profit at actual rates Impact of foreign exchange Adjusted operating profit at constant currency Grocery £m Sugar £m Agriculture £m Ingredients £m Retail £m 413 152 437 (16) 421 100 (13) 87 44 43 (2) 41 151 147 (7) 140 321 362 – 362 % change at constant currency -2% +75% +7% +8% -11% 22 1 23 Central and disposed businesses £m 13,937 (169) 13,768 +1% Total £m (70) 1,011 (65) 2 (63) 1,024 (36) 988 +2% Adjusted operating profit Charged to adjusted operating profit: Depreciation of property, plant and equipment Amortisation of operating intangibles Depreciation of right-of-use assets and non-cash lease adjustments Impairment of property, plant and equipment and right-of-use assets Adjusted EBITDA Net debt including lease liabilities Financial leverage ratio 2021 £m 80.1 26.7 3.00 2021 £m 551 76 627 2021 £m 551 76 57 23 14 721 2020 £m 81.1 – n/a 2020 £m 561 61 622 2020 £m 561 61 16 2 1 641 2019 (IFRS 16 pro forma basis) £m 1,482 544 23 281 – 2,330 2020 £m 1,024 538 33 289 15 1,899 2021 £m 1,011 535 26 288 – 1,860 (1,380) (2,081) (2,728) 0.7 1.1 1.2 212 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 213 FINANCIAL STATEMENTS Company balance sheet at 18 September 2021 Fixed assets Intangible assets Right-of-use assets Investments in subsidiaries Current assets Debtors: – due within one year – due after one year Employee benefits assets – due after one year Derivative assets Cash and cash equivalents Creditors: amounts falling due within one year Bank loans and overdrafts – unsecured Lease liabilities Other creditors Net current assets Total assets less current liabilities Creditors: amounts falling due after one year Bank loans – unsecured Lease liabilities 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 4 4 5 2 7 2 7 5 6 8 8 8 8 2021 £m 15 12 720 747 2,576 146 633 44 1,653 5,052 (229) (3) (3,322) (3,554) 1,498 2,245 (74) (11) (243) (37) (137) (502) 1,743 45 2 4 1,692 1,743 2020 £m 17 15 708 740 2,660 152 94 61 1,454 4,421 (23) (3) (3,096) (3,122) 1,299 2,039 (317) (14) (253) (38) – (622) 1,417 45 2 4 1,366 1,417 The Company’s loss for the 53 weeks ended 18 September 2021 was £44m (52 weeks ended 12 September 2020 was £39m). The financial statements on pages 214 to 221 were approved by the Board of directors on 9 November 2021 and were signed on its behalf by: Michael McLintock Chairman John Bason Finance Director Company statement of changes in equity for the 53 weeks ended 18 September 2021 Balance as at 14 September 2019 IFRS 16 opening balance adjustment Balance as at 15 September 2019 Total comprehensive income Loss for the period recognised in the income statement Remeasurement of defined benefit schemes Deferred tax associated with defined benefit schemes Items that will not be reclassified to profit or loss Movement in cash flow hedging position Items that are or may be subsequently reclassified to profit or loss Other comprehensive income/(loss) Total comprehensive income/(loss) 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 12 September 2020 Total comprehensive income Loss for the period recognised in the income statement Remeasurement of defined benefit schemes Deferred tax associated with defined benefit schemes Items that will not be 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 Total transactions with owners Balance as at 18 September 2021 Share capital £m 45 – 45 Capital redemption reserve £m 2 – 2 Hedging reserve £m 2 – 2 Profit and loss reserve £m 1,771 1 1,772 – – – – – – – – – – – – 45 – – – – – – – – – 45 – – – – – – – – – – – – 2 – – – – – – – – – 2 – – – – 2 2 2 2 – – – – 4 – – – – – – – – – 4 (39) (124) 19 (105) – – (105) (144) (271) 8 1 (262) 1,366 (44) 544 (142) 402 402 358 (49) 17 (32) 1,692 Total £m 1,820 1 1,821 (39) (124) 19 (105) 2 2 (103) (142) (271) 8 1 (262) 1,417 (44) 544 (142) 402 402 358 (49) 17 (32) 1,743 214 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 215 FINANCIAL STATEMENTS Accounting policies for the 53 weeks ended 18 September 2021 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 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 acquisitions’ on page 156 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 no different as the goodwill would already have been fully amortised. 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. Impairment The carrying amount of the Company’s investments in subsidiaries and other assets 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, the recoverable amount is estimated at least annually. An impairment charge is recognised in the income statement whenever the carrying amount of an asset exceeds its 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. 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. 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 schemes, 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 Company in respect of defined contribution plans are charged to operating profit as incurred. 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. After the commencement date of the lease, the lease liability is subsequently measured at amortised cost using the effective interest rate method. The carrying amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured when there is a change in future lease payments due to a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset. Short-term leases and leases of low-value assets The Company applies the short-term lease recognition exemption to those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option. It also applies the low-value asset recognition exemption to groups of underlying leases that are considered uniformly low value. Lease payments on short-term leases and leases of low-value assets are expensed to the income statement. Lessor accounting Where the Company subleases assets, the sublease classification is assessed with reference to the head lease right-of-use asset. This assessment considers, among other factors, whether the sublease represents the majority of the remaining life of the head lease. The ratio of rental income to head lease rental payments is used to determine how much of the right-of-use asset should be derecognised. This assessment takes into consideration whether the sublet/head lease are above/below market rate. Amounts due from lessees under finance leases are recorded as a receivable at an amount equal to the net investment in the lease. This is initially calculated and recognised using the incremental borrowing rate at the recognition date. Any difference between the derecognised right-of-use asset and the newly recognised amounts due for lessees under finance leases is recognised in the income statement. The Company recognises finance income over the lease term, reflecting a constant periodic rate of return on the net investment in the lease. Operating lease income is recognised as earned on a straight-line basis over the lease term. 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. 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. In the 2020 financial year, the opening balance sheet was drawn up under IAS 17 Leases, with the adoption of IFRS 16 Leases on 15 September 2019 reflected as an opening balance adjustment in the 2020 financial year. Since that date, where the Company is a lessee, the following accounting policy applied: Right-of-use assets Right-of-use assets are recognised at the commencement date of the lease, which is the date the underlying asset is available for use. Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for subsequent remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the estimated useful life and the lease term. Right-of-use assets are subject to impairment. Right-of-use assets are subsequently measured at cost less accumulated depreciation and any impairment losses, adjusted for any remeasurement of the lease liability. Lease liabilities Lease liabilities are recognised at the commencement date of the lease and are measured at the present value of lease payments to be made over the lease term, discounted using the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. Lease payments include fixed payments, including in-substance fixed payments, and variable lease payments that depend on an index or a rate, less any lease incentives receivable. Variable lease payments that do not depend on an index or a rate are recognised as an expense in the period in which the event or condition that triggers the payment occurs. 216 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 217 FINANCIAL STATEMENTS Notes to the Company financial statements for the 53 weeks ended 18 September 2021 1. Intangible assets Cost At 12 September 2020 At 18 September 2021 Amortisation At 12 September 2020 Amortisation At 18 September 2021 Net book value At 12 September 2020 At 18 September 2021 2. Leases Right-of-use assets Cost At 12 September 2020 At 18 September 2021 Depreciation and impairment At 12 September 2020 Depreciation for the year At 18 September 2021 Net book value At 12 September 2020 At 18 September 2021 Lease liability Cost At 12 September 2020 Repayment of lease liability At 18 September 2021 Current Non-current 3. Investments in subsidiaries At 12 September 2020 Additions At 18 September 2021 Goodwill £m Operating intangibles £m 14 14 – – – 14 14 9 9 (6) (2) (8) 3 1 Land and buildings £m 18 18 (3) (3) (6) 15 12 Land and buildings £m 17 (3) 14 3 11 14 Total £m 23 23 (6) (2) (8) 17 15 Total £m 18 18 (3) (3) (6) 15 12 Total £m 17 (3) 14 3 11 14 £m 708 12 720 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. 4. 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 2021 £m 2,545 18 13 2,576 2020 £m 2,596 18 46 2,660 146 152 The directors consider that the carrying amount of debtors approximates their fair value. 5. 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 2021 assets £m 3,761 – 6 30 (159) – 60 617 – – – 4,315 2020 assets £m 2021 liabilities £m 2020 liabilities £m 3,822 – 5 29 (150) – 75 (20) – – – 3,761 (3,705) (33) (6) – 161 (4) (59) – (75) (9) 11 (3,719) (3,640) (35) (5) – 150 – (71) – (172) 40 28 (3,705) 2021 net £m 56 (33) – 30 2 (4) 1 617 (75) (9) 11 596 2020 net £m 182 (35) – 29 – – 4 (20) (172) 40 28 56 The net pension asset of £596m comprises a funded scheme with a surplus of £633m and an unfunded scheme with a deficit of £37m. Further details of the Associated British Foods Pension Scheme are contained in note 12 of the consolidated financial statements. 6. Deferred tax assets and liabilities At 12 September 2020 Amount charged to the income statement Amount charged to equity Effect of changes in tax rates on income statement At 18 September 2021 Employee benefits £m (11) 1 (142) 3 (149) Share-based payments £m 3 1 – (1) 3 Other £m 8 (1) – 2 9 Total £m – 1 (142) 4 (137) 218 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 219 FINANCIAL STATEMENTS Notes to the Company financial statements for the 53 weeks ended 18 September 2021 7. 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 2021 £m – 60 3,262 3,322 2020 £m 1 65 3,030 3,096 243 253 The directors consider that the carrying amount of creditors approximates their fair value. 8. Capital and reserves Share capital At 12 September 2020 and 18 September 2021, 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 24 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. 9. 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 £473m of guarantees in the ordinary course of business as at 18 September 2021 (2020 – £949m). 10. 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 29 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: (i) trustees of the Garfield Weston Foundation and their close family (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 Charges to fellow subsidiary undertakings Interest income earned from non-wholly owned subsidiaries Amounts due from non-wholly owned subsidiaries Sub note 2021 £000 2020 £000 895 1,095 1,570 9,151 300 3,632 14 7 165 7,868 73 62 85 4,299 1 1 1 2 2 2 1. Details of the nature of the relationships with these bodies are set out in note 28 of the consolidated financial statements. 2. Details of the Company’s subsidiaries, joint ventures and associates are set out in note 29 of the consolidated financial statements. 11. Other information Emoluments of directors The remuneration of the directors of the Company is shown in the Remuneration Report for the Group on pages 117 to 135. Employees The Company had an average of 217 employees in 2021 (2020 – 213). 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. 220 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 221 FINANCIAL STATEMENTS Progress report Saturday nearest to 15 September Revenue Adjusted operating profit Exceptional items Transaction costs Amortisation of non-operating intangibles Acquired inventory fair value adjustments 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) 2017 £m 15,357 1,363 – (5) (28) – 6 293 9 (59) (3) 1,576 (365) 1,211 151.6 127.1 41.0 2018 £m 15,574 1,404 – (2) (41) (23) 6 (34) 15 (50) 4 1,279 (257) 1,022 127.5 134.9 45.0 2019 £m 15,824 1,421 (79) (2) (47) (15) 4 (94) 15 (42) 12 1,173 (277) 896 111.1 137.5 46.35 2020 £m 13,937 1,024 (156) (2) (59) (15) 18 (14) 11 (124) 3 686 (221) 465 57.6 81.1 nil 2021 £m 13,884 1,011 (151) (3) (50) (3) 4 20 9 (111) (1) 725 (227) 498 60.5 80.1 26.7 Glossary (in accordance with) Adopted IFRS AGM APM the Board CDP CGU the Company CPI ESG ESOP EY FCA FRC FRS 101 GMP the Group HSE IFRIC IFRS LIBOR LTIP Net finance expense RCF SBTi STIP TCFD UKEB (in accordance with) international accounting standards in conformity with the requirements of the Companies Act 2006 and (in accordance with) international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union Annual General Meeting Alternative Performance Measure the board of Associated British Foods plc Carbon Disclosure Project Cash-generating unit Associated British Foods plc Consumer Price Inflation (UK) Environmental, Social and Governance Employee Share Ownership Plan Ernst & Young LLP, the Company’s statutory auditor (also refers to associated firms of Ernst & Young LLP worldwide who work on the audit of the consolidated financial statements) Financial Conduct Authority Financial Reporting Council Financial Reporting Standard 101 Reduced Disclosure Framework Guaranteed Minimum Pension Associated British Foods plc, its subsidiaries and its interests in joint ventures and associates Health, Safety and Environment International Financial Reporting Interpretations Committee International Financial Reporting Standard(s) the London Inter-Bank Offered Rate Long-term incentive plan the sum of finance income, finance expense and other financial income on the face of the consolidated income statement Revolving Credit Facility the Science Based Targets initiative Short-term incentive plan The Task Force for Climate-related Financial Disclosures UK Endorsement Board 222 Associated British Foods plc Annual Report 2021 Associated British Foods plc Annual Report 2021 223 Company directory Associated British Foods plc Registered office Weston Centre 10 Grosvenor Street London W1K 4QY Company registered in England and Wales, 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 NatWest Group plc Brokers Credit Suisse Securities (Europe) Limited One Cabot Square London E14 4QJ Barclays Bank PLC 5 The North Colonnade Canary Wharf Timetable Annual general meeting 10 December 2021 Interim results to be announced 26 April 2022 Website www.abf.co.uk Warning about share fraud From time to time, companies, their subsidiary companies, and shareholders can be the subject of investment scams. The perpetrators obtain lists of shareholders or subsidiaries and make unsolicited phone calls or correspondence concerning investment matters. They may offer to sell worthless or high-risk shares and may offer to buy your current shareholdings at an unrealistic price. They will often also inform you of untrue scenarios to make you think that you need to sell your shares or to justify an offer that seems too good to be true. These operations are commonly known as ‘boiler rooms’. Shareholders are advised to be very wary of any offers of unsolicited advice, discounted shares, premium prices for shares they own or unsolicited investment opportunities. If you receive any such unsolicited calls, correspondence or investment advice: – ensure you get the correct name of the person and firm; – check that the firm is on the Financial Conduct Authority (FCA) Register to ensure they are authorised at www.register.fca.org.uk; – use the details on the FCA Register to contact the firm; – call the FCA Consumer Helpline (0800 111 6768) if there are no contact details in the Register or you are told they are out of date; and – if you feel uncomfortable with the call or the calls persist, simply hang up. Forward-looking statements 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. 224 Associated British Foods plc Annual Report 2021 This report is printed on paper certified in accordance with the FSC® (Forest Stewardship Council®) and is recyclable and acid-free. Pureprint Ltd is FSC certified and ISO 14001 certified showing that it is committed to all round excellence and improving environmental performance is an important part of this strategy. Pureprint Ltd aims to reduce at source the effect its operations have on the environment and is committed to continual improvement, prevention of pollution and compliance with any legislation or industry standards. Pureprint Ltd is a Carbon / Neutral® Printing Company. Designed and produced by Black Sun plc www.blacksunplc.com 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 2 1 Associated British Foods plc Weston Centre 10 Grosvenor Street London W1K 4QY Tel + 44 (0) 20 7399 6500 For an accessible version of the Annual Report and Accounts please visit our website www.abf.co.uk 

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