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Annual Report and Accounts 2021
www.croda.com
Purpose
At Croda our
Purpose is to use
Smart science to
improve lives™
Mission
Our mission is to be
the world’s most
sustainable supplier of
innovative ingredients
Commitment
We are committed to
being Climate, Land and
People Positive by 2030
See Sustainability
P30
Strategy
We combine sustainability
with innovation to
deliver growth
See Our strategy
P20
Markets
We are focused on
Consumer Care and
Life Sciences markets
Values
Our shared values of
‘Responsible’, ‘Innovative’
and ‘Together’ ensure
our smart science
improves lives
Sustainability
We have made a bold
Commitment to be Climate,
Land and People Positive
by 2030. By being the most
sustainable supplier of
innovative ingredients, we will
provide solutions to some of the
world’s biggest challenges while
helping our customers achieve
their sustainability goals.
Innovation is the lifeblood of
our business and our success
is dependent on our ability to
deliver innovative solutions to
customers. Our approach to
innovation combines our own
internal R&D with customer
collaboration and open
innovation partnerships to
accelerate the development
of new technologies and
disruptive solutions.
Our ambition is to deliver
consistent top and bottom-line
growth. Through our transition
to high growth markets and by
investing in sustainability and
innovation we are able to
leverage the ‘Croda difference’
to deliver attractive returns
for shareholders.
See Pursuing our
Commitment
P2
Innovation
See Identifying
unmet needs
P4
Growth
See Delivering for
our shareholders
P6
Purpose
At Croda our
Purpose is to use
Smart science to
improve lives™
Mission
Our mission is to be
the world’s most
sustainable supplier of
innovative ingredients
Commitment
We are committed to
being Climate, Land and
People Positive by 2030
See Sustainability
P30
Strategy
We combine sustainability
with innovation to
deliver growth
See Our strategy
P20
Markets
We are focused on
Consumer Care and
Life Sciences markets
Values
Our shared values of
‘Responsible’, ‘Innovative’
and ‘Together’ ensure
our smart science
improves lives
Sustainability
See Pursuing our
Commitment
P2
Innovation
See Identifying
unmet needs
P4
Growth
See Delivering for
our shareholders
P6
We have made a bold
Commitment to be Climate,
Land and People Positive
by 2030. By being the most
sustainable supplier of
innovative ingredients, we will
provide solutions to some of the
world’s biggest challenges while
helping our customers achieve
their sustainability goals.
Innovation is the lifeblood of
our business and our success
is dependent on our ability to
deliver innovative solutions to
customers. Our approach to
innovation combines our own
internal R&D with customer
collaboration and open
innovation partnerships to
accelerate the development
of new technologies and
disruptive solutions.
Our ambition is to deliver
consistent top and bottom-line
growth. Through our transition
to high growth markets and by
investing in sustainability and
innovation we are able to
leverage the ‘Croda difference’
to deliver attractive returns
for shareholders.
Introduction
Guided by our Purpose,
sustainability together
with innovation will drive
our future growth.
2021 has been an excellent year for Croda.
We delivered a record financial performance,
made progress against our sustainability
commitments, and concluded our strategic
review, refocusing the business on fast growth
markets of the future.
Highlights
Sales
NPP % Group sales (constant currency)
£1,889.6m
2020: £1,390.3m
36.6%
2020: 27.4%
Sales growth
(constant currency)
+43.2%
2020: +1.1%
Scope 1 & 2 emissions intensity
(TeCO2e/£m)
193
2020: 264
IFRS profit before tax (PBT)
Safety (Total Recordable Injury Rate)*
0.73
2020: 0.58
* TRIR excludes COVID-19 cases and includes
acquisition impact. See page 44 for detail.
£411.5m
2020: £269.5m
Adjusted PBT growth
(constant currency)
+56.2%
2020: -4.8%
Ordinary dividend (proposed full year)
+9.9%
2020: +1.1%
Contents
Strategic report
Sustainability: Pursuing our
Commitment
Innovation: Identifying unmet needs
Growth: Delivering for our
shareholders
Chair’s statement
Chief Executive’s review
Market themes
Business model
Stakeholder engagement
Section 172(1) statement
Our strategy
Investment case
Sector reviews
Sustainability
Non-financial information statement
Task Force on Climate-related
Financial Disclosures
Key Performance Indicators
Finance review
Risk management
Long-term viability statement
Directors’ report
Corporate governance
Remuneration Report
Directors’ report
Financial statements
Independent auditor’s report
Group consolidated statements
Group accounting policies
Notes to the Group accounts
Company financial statements
Notes to the Company
financial statements
Other information
Related undertakings
Shareholder information
Five year record
Glossary
2
4
6
8
10
14
16
18
18
20
22
24
30
38
40
44
46
50
56
58
84
109
112
120
125
132
162
164
168
171
173
174
www.croda.com
Croda International Plc
Annual Report and Accounts 2021
1
Pursuing our Commitment
Phil Ruxton and Tracy Sheedy discuss
executing on our Commitment and how
our people and culture are playing a key role
TS
Croda has a unique culture which combines our
heritage with a diverse and global footprint. Our
values are a manifestation of this; we encourage our
people to be ‘responsible’ and ‘innovative’ and to
work ‘together’.
We are responsible and ‘do what we say we will do’;
delivering on our promises is something which is evident
in our financial and non-financial performance this year.
This year we have reached our target of ensuring all
employees earn a Living Wage globally and continue
to enjoy largely positive scores in our employee
engagement surveys.
As a leading innovator we encourage the broad range of
thinking made possible in a company that values diversity,
enhancing the solutions that we deliver for customers and
the communities that we serve. We are pleased to have
exceeded both the Board gender and ethnic diversity
ambitions of the Hampton-Alexander and Parker Reviews
for the start of 2022 and we also increased the proportion
of leadership positions held by women to 36% this year.
At Croda, we share a clear sense of Purpose to use our
Smart science to improve livesTM that ensures everyone
pulls together to achieve our goals. Read more about our
culture and diversity and inclusion on page 36.
Tracy Sheedy is Group Human Resources Director
See Delivering value through our culture
P36
Phil Ruxton is Chief Sustainability Officer
PR
Since launching our Commitment to be Climate,
Land and People Positive by 2030, positioning us
as the world’s most sustainable supplier of innovative
ingredients, we have been working hard on the plans and
roadmaps to make this a reality.
In line with this mission, we have committed to climate
science-based targets (SBTs), becoming only the third major
chemical company in the world to have an officially verified
plan to reduce carbon emissions in line with the 1.5˚C
scenario on our way to becoming net zero by 2050.
With immediate action required to mitigate the worst-case
scenarios associated with climate change, leadership and
differentiation are now all about execution. Our focus
is therefore on delivery, working in partnership with
all stakeholders particularly suppliers and customers.
Our strategy is much more broad-based than climate
alone, as the United Nations Sustainable Development Goals
(SDGs) demand. We are already land net zero, with our crop
science ingredients saving more land than is used to grow
our bio-based raw materials. We recognise that our strategy
will need to adapt in response to the latest science and
needs of planet and society. For example, we are
investigating our impacts and dependencies on biodiversity
and the development of a science-based target for nature.
This year we have engaged all our stakeholders in reviewing
our material impacts. The insight gained has focused our
attention and encouraged us to continue our ambitious
journey to become Climate, Land and People Positive
by 2030.
Combining science and sustainability at Alban Muller
Through our Sederma business we are the leading innovator in the skin care market and the number
one supplier of anti-ageing ingredients. We are also a leader in natural extracts sourced from plants,
under our Crodarom brand. This year we acquired Alban Muller, a privately owned company that
combines science and natural extracts, broadening the natural ingredients offering in our Beauty
Actives business.
Alban Muller’s natural active and functional ingredients create a significant growth opportunity to meet
changing consumer requirements in a skin care market that is growing 9% per year. The acquisition
is also a good example of where we expect to continue to allocate capital in consumer markets.
Alban Muller product CytokalmineTM is a natural concentrate for sensitive skin with proven soothing
and antioxidant effects. This new product, launched in 2021, is 100% naturally derived from by-products
of pomegranate food production. The production of natural active ingredients using locally sourced
by-products is a good example of how Alban Muller delivers beauty ingredients that are more
sustainable than alternative products.
Christiano Lubrano, Research & Development Director at Alban Muller, said: “The integration with
Croda presents the perfect opportunity to combine our scientific botanical knowledge with Croda’s
existing expertise to create new natural ingredients for customers; both more innovative and natural.”
2
Croda International Plc
Annual Report and Accounts 2021
Pursuing our Commitment
Phil Ruxton and Tracy Sheedy discuss
executing on our Commitment and how
our people and culture are playing a key role
TS
Croda has a unique culture which combines our
heritage with a diverse and global footprint. Our
values are a manifestation of this; we encourage our
people to be ‘responsible’ and ‘innovative’ and to
work ‘together’.
We are responsible and ‘do what we say we will do’;
delivering on our promises is something which is evident
in our financial and non-financial performance this year.
This year we have reached our target of ensuring all
employees earn a Living Wage globally and continue
to enjoy largely positive scores in our employee
engagement surveys.
As a leading innovator we encourage the broad range of
thinking made possible in a company that values diversity,
enhancing the solutions that we deliver for customers and
the communities that we serve. We are pleased to have
exceeded both the Board gender and ethnic diversity
ambitions of the Hampton-Alexander and Parker Reviews
for the start of 2022 and we also increased the proportion
of leadership positions held by women to 36% this year.
At Croda, we share a clear sense of Purpose to use our
Smart science to improve livesTM that ensures everyone
pulls together to achieve our goals. Read more about our
culture and diversity and inclusion on page 36.
Tracy Sheedy is Group Human Resources Director
See Delivering value through our culture
P36
Phil Ruxton is Chief Sustainability Officer
PR
Since launching our Commitment to be Climate,
Land and People Positive by 2030, positioning us
as the world’s most sustainable supplier of innovative
ingredients, we have been working hard on the plans and
roadmaps to make this a reality.
In line with this mission, we have committed to climate
science-based targets (SBTs), becoming only the third major
chemical company in the world to have an officially verified
plan to reduce carbon emissions in line with the 1.5˚C
scenario on our way to becoming net zero by 2050.
With immediate action required to mitigate the worst-case
scenarios associated with climate change, leadership and
differentiation are now all about execution. Our focus
is therefore on delivery, working in partnership with
all stakeholders particularly suppliers and customers.
Our strategy is much more broad-based than climate
alone, as the United Nations Sustainable Development Goals
(SDGs) demand. We are already land net zero, with our crop
science ingredients saving more land than is used to grow
our bio-based raw materials. We recognise that our strategy
will need to adapt in response to the latest science and
needs of planet and society. For example, we are
investigating our impacts and dependencies on biodiversity
and the development of a science-based target for nature.
This year we have engaged all our stakeholders in reviewing
our material impacts. The insight gained has focused our
attention and encouraged us to continue our ambitious
journey to become Climate, Land and People Positive
by 2030.
Combining science and sustainability at Alban Muller
Through our Sederma business we are the leading innovator in the skin care market and the number
one supplier of anti-ageing ingredients. We are also a leader in natural extracts sourced from plants,
under our Crodarom brand. This year we acquired Alban Muller, a privately owned company that
combines science and natural extracts, broadening the natural ingredients offering in our Beauty
Actives business.
Alban Muller’s natural active and functional ingredients create a significant growth opportunity to meet
changing consumer requirements in a skin care market that is growing 9% per year. The acquisition
is also a good example of where we expect to continue to allocate capital in consumer markets.
Alban Muller product CytokalmineTM is a natural concentrate for sensitive skin with proven soothing
and antioxidant effects. This new product, launched in 2021, is 100% naturally derived from by-products
of pomegranate food production. The production of natural active ingredients using locally sourced
by-products is a good example of how Alban Muller delivers beauty ingredients that are more
sustainable than alternative products.
Christiano Lubrano, Research & Development Director at Alban Muller, said: “The integration with
Croda presents the perfect opportunity to combine our scientific botanical knowledge with Croda’s
existing expertise to create new natural ingredients for customers; both more innovative and natural.”
Climate Positive:
We will continue to reduce
our carbon footprint and
increase our use of bio-based
raw materials, whilst the
benefits in use of our
ingredients will enable more
carbon to be saved than we
emit through our operations
and supply chain.
People Positive:
We will apply our innovation
to increase our positive impact
on society. We are improving
the lives of our own employees
and people around the world
by developing ingredients to
improve health and wellbeing
as well as encouraging and
promoting diversity.
i
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F u n damentals
L
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P
o
s
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e
Smart science
to improve livesTM
People Pos i t i v e
Land Positive:
Our products will enable more
land to be saved than is used
to grow our bio-based raw
materials. Our innovation will
help customers to protect
biodiversity and to mitigate the
impact of climate change and
land degradation, increasing
the availability of land suitable
for growing crops.
Fundamentals:
Our social licence to operate
is built on trust and is the
foundation of everything
we do. We consider all
stakeholders in our
ecosystem and strive to
adopt best practices in
environment, labour and
human rights, safety, ethics
and sustainable procurement.
See Sustainability
P30
ositiv e
te P
a
m
C
i
l
2
Croda International Plc
Annual Report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021
3
Identifying unmet needs
Nick Challoner provides insight
into how our dynamic innovation model
creates disruptive technologies
Driving innovation in the
crop care market
Agriculture is responsible for approximately 20% of carbon emissions
globally, so it is not surprising that the environmental impact of the
agricultural industry is becoming a high-profile issue. While the
industry has traditionally relied on chemical fertilisers and pesticides,
the potential of biologics in crop care is now better understood.
The role of predators to control insects in greenhouses is well
established but micro-organisms and naturally occurring compounds
also have potential as biostimulants and biopesticides.
Through Croda’s acquisition of the Incotec Seed Enhancement
business in 2015 and the Plant Impact Biostimulants business in
2018, we are well placed to address some of the challenges in the
adoption of biologics. These include the survival of micro-organisms
before use, compatibility with application methods and variations
in environment.
We have developed new technology, which when applied to soybean
seeds results in stimulation of shoot and root growth, and increased
yields. We are now evaluating this biostimulant in different seed
application technologies. In collaboration with Royal Holloway
University of London, we are also further developing seed
enhancement as the optimal method of microbial application. We are
also using Artificial Intelligence (AI) to address the big data challenge of
optimising biologics for specific environments.
Carola Peters (pictured, right-hand page), a research scientist at our
Incotec Seed Enhancement business in the Netherlands, said: “Over
time a larger proportion of seeds will be treated before they are sown
and crops will be sprayed less.”
See Sector review: Life Sciences
P26
Over time a larger proportion of seeds
will be treated before they are sown
and crops will be sprayed less.
Carola Peters,
Research Scientist, Incotec Seed Enhancement
Nick Challoner is Group Chief Scientific Officer
NC
We are the leading innovator in the markets in which
we operate, growing by creating new market and
technology niches with our novel product and service
offerings.
By selling direct to customers and collaborating with them
at our innovation centres around the globe, which are
located close to customers, we gain a detailed insight into
their current and future challenges, enabling us to identify
new opportunities for growth.
Our innovation ecosystem is unique with our R&D advances
increasingly driven by our partnerships. These partnerships
with leading scientists in universities and SMEs enable us to
access specialist, world class expertise and facilities. We
now have more than 500 open innovation partners working
with us on over 100 active projects at any one time.
Our partners contribute to the high proportion of New and
Protected Products (NPP) we sell as well as the continued
differentiation of our portfolio. Through our strategy, we are
becoming a more knowledge-intensive company, with recent
acquisitions contributing to the strong increase in NPP that
we have seen this year.
Together with our partners, we are developing novel
ingredients that deliver better results for our customers with a
reduced impact on the planet. Each project aims to either
improve the sustainability of our products, raw materials and
manufacturing processes, or create new ingredients that
deliver sustainability benefits in use to our customers and
their consumers. Even better if they achieve both.
For example, we work with partners to help access the latest
thinking in biotechnology, drawing on recent advances in the
ability to harness the biological world. Biotechnology can
help meet growing consumer demand for more sustainable
and personalised products, and so has the potential to
transform chemical industries.
One challenge is that innovation often happens in pockets,
disconnected from the real-world impact. Croda’s cross
sector expertise and ability to look across industries provides
us with a unique opportunity to connect disruptive innovation
in areas such as biotech with tangible business benefits.
See Key Performance Indicators for NPP metric
P45
4
Croda International Plc
Annual Report and Accounts 2021
Identifying unmet needs
Nick Challoner provides insight
into how our dynamic innovation model
creates disruptive technologies
Driving innovation in the
crop care market
Agriculture is responsible for approximately 20% of carbon emissions
globally, so it is not surprising that the environmental impact of the
agricultural industry is becoming a high-profile issue. While the
industry has traditionally relied on chemical fertilisers and pesticides,
the potential of biologics in crop care is now better understood.
The role of predators to control insects in greenhouses is well
established but micro-organisms and naturally occurring compounds
also have potential as biostimulants and biopesticides.
Through Croda’s acquisition of the Incotec Seed Enhancement
business in 2015 and the Plant Impact Biostimulants business in
2018, we are well placed to address some of the challenges in the
adoption of biologics. These include the survival of micro-organisms
before use, compatibility with application methods and variations
in environment.
We have developed new technology, which when applied to soybean
seeds results in stimulation of shoot and root growth, and increased
yields. We are now evaluating this biostimulant in different seed
application technologies. In collaboration with Royal Holloway
University of London, we are also further developing seed
enhancement as the optimal method of microbial application. We are
also using Artificial Intelligence (AI) to address the big data challenge of
optimising biologics for specific environments.
Carola Peters (pictured, right-hand page), a research scientist at our
Incotec Seed Enhancement business in the Netherlands, said: “Over
time a larger proportion of seeds will be treated before they are sown
and crops will be sprayed less.”
See Sector review: Life Sciences
P26
Over time a larger proportion of seeds
will be treated before they are sown
and crops will be sprayed less.
Carola Peters,
Research Scientist, Incotec Seed Enhancement
Nick Challoner is Group Chief Scientific Officer
NC
We are the leading innovator in the markets in which
we operate, growing by creating new market and
technology niches with our novel product and service
offerings.
By selling direct to customers and collaborating with them
at our innovation centres around the globe, which are
located close to customers, we gain a detailed insight into
their current and future challenges, enabling us to identify
new opportunities for growth.
Our innovation ecosystem is unique with our R&D advances
increasingly driven by our partnerships. These partnerships
with leading scientists in universities and SMEs enable us to
access specialist, world class expertise and facilities. We
now have more than 500 open innovation partners working
with us on over 100 active projects at any one time.
Our partners contribute to the high proportion of New and
Protected Products (NPP) we sell as well as the continued
differentiation of our portfolio. Through our strategy, we are
becoming a more knowledge-intensive company, with recent
acquisitions contributing to the strong increase in NPP that
we have seen this year.
Together with our partners, we are developing novel
ingredients that deliver better results for our customers with a
reduced impact on the planet. Each project aims to either
improve the sustainability of our products, raw materials and
manufacturing processes, or create new ingredients that
deliver sustainability benefits in use to our customers and
their consumers. Even better if they achieve both.
For example, we work with partners to help access the latest
thinking in biotechnology, drawing on recent advances in the
ability to harness the biological world. Biotechnology can
help meet growing consumer demand for more sustainable
and personalised products, and so has the potential to
transform chemical industries.
One challenge is that innovation often happens in pockets,
disconnected from the real-world impact. Croda’s cross
sector expertise and ability to look across industries provides
us with a unique opportunity to connect disruptive innovation
in areas such as biotech with tangible business benefits.
See Key Performance Indicators for NPP metric
P45
4
Croda International Plc
Annual Report and Accounts 2021
i
S
t
r
a
t
e
g
c
r
e
p
o
r
t
We increased
innovation spend
in 2021 by over
50%
88%
of new products
directly contribute
to our priority SDGs
600
500
400
300
200
100
0
Open innovation partners and initiated projects
No of partners
No of projects initiated
455
372
254
226
191
188
129
136
75
40
579
531
498
324
288
265
2010-2014
2015
2016
2017
2018
2019
2020
2021
Croda International Plc
Annual Report and Accounts 2021
5
Delivering for our shareholders
Anthony Fitzpatrick and Mark Robinson discuss
inorganic opportunities and organic investment
to deliver our strategy
AF
We complement organic investment with innovation-
rich acquisitions capable of delivering higher, profitable
growth under Croda’s ownership. The strength of our
performance in 2021 reflects this consistent strategy with the
prior year acquisitions of Avanti and Iberchem making a
significant contribution.
Avanti has enabled us to play an important role in the roll out
of COVID-19 drugs and vaccines, something that we are very
proud of. This platform opens up significant opportunities in
next generation areas such as mRNA and gene therapy.
Iberchem’s focus on higher-growth emerging markets
will drive significant value in the coming years. Integration
is progressing well and we are on track to realise the
expected revenue synergies by 2025, further enhanced by
our add-on acquisition of Parfex, a premium fragrance
business. In 2021 we also acquired Alban Muller, boosting
our natural ingredients portfolio in Beauty Actives.
In May, we announced a strategic review of our Performance
Technologies and Industrial Chemicals (PTIC) businesses to
determine the best future ownership structure. The sale we
announced in December 2021 for the majority of PTIC
provides a strong new supportive owner for its future growth
and is also a significant milestone in Croda’s transition to a
dedicated life science and consumer business.
We will continue to target exciting innovation-led acquisitions
to continue our journey as a knowledge-based business, with
a selective focus on Life Sciences and at the top end of
Consumer Care.
Anthony Fitzpatrick is President Corporate
Development and Performance Technologies &
Industrial Chemicals
Mark Robinson is President Global Operations
MR
With a focus on flexible manufacturing processes,
Croda’s operations differ from most of our peers, ensuring
that our business remains profitable and cash generative
even in the most challenging economic conditions. In the more
favourable environment we have seen this year, we have
delivered a record performance, benefitting from significant
investment in previous years, notably in sustainability.
The demands of this rapid recovery combined with the ongoing
challenges of managing through COVID-19 created added
challenges to our operational teams. To our employees, thank
you for stepping up to the challenges and making a significant
contribution to our results and delivering for our customers.
We are reinvesting for growth, particularly disciplined organic
investment in new capacity, product innovation and attractive
geographic markets such as Asia. We are focused on
consumer and life science markets which provide the
opportunity to deliver stronger and more profitable growth.
At an operational level, this means building on our position
as a sustainability leader including executing against the
decarbonisation road maps we will have in place for all of our major
sites by the end of 2022. In addition, the top priority in Life Sciences
is to scale our world-leading delivery systems for patient health.
COVID-19 has demonstrated the benefits of local manufacturing,
and we have identified new projects to build operational flexibility
and resilience in key countries such as China.
See Business model
P16
Investing in mRNA
were able to meet the challenges associated
with large-scale commercial manufacture of
novel lipid components critical to the
formulation of life-saving COVID-19 vaccines.
With the onset of widespread use of lipid
system technology in future therapeutics, I am
thrilled to see what the future holds for lipids in
worldwide health care.”
As the core of our lipid systems capability
within the Health Care business, Avanti is
primarily focused on developing innovative
lipid-based products of unparalleled purity to
address specific medical challenges that are
not resolved by current technology.
The lipid systems and synthesis expertise we
bolstered with the Avanti acquisition has
contributed approximately US$200m of sales
in 2021, primarily for our principal vaccine
customers. With over 200 lipid-based
vaccines and drugs in clinical trials, and a
similar number in research, there is a huge
opportunity for us to move to the forefront of
the biologics delivery market.
We have reinforced our market leading
position through R&D investment and
innovation augmented by £60m of capital
investment since we acquired Avanti in
August 2020. This investment expands our
GMP manufacturing and quality assessment
facilities, increasing production capacity for
existing projects and also enhancing our
innovation pipeline for new projects.
The scale of the opportunity in future mRNA
and gene therapy applications is reflected in
the market size which has grown rapidly since
the onset of COVID-19. We are investing to
maintain and enhance our first mover
advantage. Justin Martin, Development
Scientist at Avanti (pictured, right-hand page),
said: “Backed by our extensive history of
supplying high quality lipids for clinical research
and small-scale commercial applications, we
6
Croda International Plc
Annual Report and Accounts 2021
Delivering for our shareholders
Anthony Fitzpatrick and Mark Robinson discuss
inorganic opportunities and organic investment
to deliver our strategy
delivered a record performance, benefitting from significant
In May, we announced a strategic review of our Performance
AF
We complement organic investment with innovation-
rich acquisitions capable of delivering higher, profitable
growth under Croda’s ownership. The strength of our
performance in 2021 reflects this consistent strategy with the
prior year acquisitions of Avanti and Iberchem making a
significant contribution.
Avanti has enabled us to play an important role in the roll out
of COVID-19 drugs and vaccines, something that we are very
proud of. This platform opens up significant opportunities in
next generation areas such as mRNA and gene therapy.
Iberchem’s focus on higher-growth emerging markets
will drive significant value in the coming years. Integration
is progressing well and we are on track to realise the
expected revenue synergies by 2025, further enhanced by
our add-on acquisition of Parfex, a premium fragrance
business. In 2021 we also acquired Alban Muller, boosting
our natural ingredients portfolio in Beauty Actives.
Technologies and Industrial Chemicals (PTIC) businesses to
determine the best future ownership structure. The sale we
announced in December 2021 for the majority of PTIC
provides a strong new supportive owner for its future growth
and is also a significant milestone in Croda’s transition to a
dedicated life science and consumer business.
We will continue to target exciting innovation-led acquisitions
to continue our journey as a knowledge-based business, with
a selective focus on Life Sciences and at the top end of
Consumer Care.
Mark Robinson is President Global Operations
MR
With a focus on flexible manufacturing processes,
Croda’s operations differ from most of our peers, ensuring
that our business remains profitable and cash generative
even in the most challenging economic conditions. In the more
favourable environment we have seen this year, we have
investment in previous years, notably in sustainability.
The demands of this rapid recovery combined with the ongoing
challenges of managing through COVID-19 created added
challenges to our operational teams. To our employees, thank
you for stepping up to the challenges and making a significant
contribution to our results and delivering for our customers.
We are reinvesting for growth, particularly disciplined organic
investment in new capacity, product innovation and attractive
geographic markets such as Asia. We are focused on
consumer and life science markets which provide the
opportunity to deliver stronger and more profitable growth.
At an operational level, this means building on our position
as a sustainability leader including executing against the
decarbonisation road maps we will have in place for all of our major
sites by the end of 2022. In addition, the top priority in Life Sciences
is to scale our world-leading delivery systems for patient health.
COVID-19 has demonstrated the benefits of local manufacturing,
and we have identified new projects to build operational flexibility
and resilience in key countries such as China.
See Business model
P16
Investing in mRNA
As the core of our lipid systems capability
innovation augmented by £60m of capital
were able to meet the challenges associated
within the Health Care business, Avanti is
investment since we acquired Avanti in
with large-scale commercial manufacture of
primarily focused on developing innovative
August 2020. This investment expands our
novel lipid components critical to the
lipid-based products of unparalleled purity to
GMP manufacturing and quality assessment
formulation of life-saving COVID-19 vaccines.
address specific medical challenges that are
facilities, increasing production capacity for
With the onset of widespread use of lipid
not resolved by current technology.
existing projects and also enhancing our
system technology in future therapeutics, I am
The lipid systems and synthesis expertise we
innovation pipeline for new projects.
thrilled to see what the future holds for lipids in
worldwide health care.”
bolstered with the Avanti acquisition has
The scale of the opportunity in future mRNA
contributed approximately US$200m of sales
and gene therapy applications is reflected in
in 2021, primarily for our principal vaccine
the market size which has grown rapidly since
customers. With over 200 lipid-based
the onset of COVID-19. We are investing to
vaccines and drugs in clinical trials, and a
maintain and enhance our first mover
similar number in research, there is a huge
advantage. Justin Martin, Development
opportunity for us to move to the forefront of
Scientist at Avanti (pictured, right-hand page),
the biologics delivery market.
We have reinforced our market leading
position through R&D investment and
said: “Backed by our extensive history of
supplying high quality lipids for clinical research
and small-scale commercial applications, we
6
Croda International Plc
Annual Report and Accounts 2021
Anthony Fitzpatrick is President Corporate
Development and Performance Technologies &
Industrial Chemicals
)
%
(
l
h
t
w
o
r
g
s
e
a
s
g
n
y
l
r
e
d
n
U
i
i
S
t
r
a
t
e
g
c
r
e
p
o
r
t
25
20
15
10
5
0
Underlying sales growth versus 2019
(excluding lipid systems)
23.6%
17.3%
Investing for future growth
£1.2bn
invested in acquisitions
and capacity expansion
in the last two years
Annual organic capital
investment increased by
31% in 2021 to almost
£160m £70m
invested in 2021 to scale
up manufacturing capacity
for our three patient
health care platforms
Consumer
Care
Life
Sciences
Croda International Plc
Annual Report and Accounts 2021
7
Chair’s statement
A record
year driven
by the
commitment
of our people
Croda has
always had a
unique culture,
built on customer
intimacy and
innovation with
an entrepreneurial
spirit.”
Anita Frew
Chair
8
Croda International Plc
Annual Report and Accounts 2021
Anita Frew
Chair
After what has continued to be another
challenging year for businesses around the
world, I am pleased to report that Croda has
delivered a record performance. This reflects
strong growth in our existing business,
significant benefits from recent acquisitions
and our Health Care business performing
exceptionally well.
The Croda team has met the demands of a
rapid global recovery, combined with ongoing
challenges presented by COVID-19. Customer
demand and cost inflation have been at levels
we have not seen for a decade; at the same
time COVID-19 restrictions have remained in
place in many countries around the world. This
has presented many challenges for our people,
carefully managing both employee wellbeing
and customer expectations.
As always, our clarity of Purpose has been our
guide, ensuring we deliver for our customers,
whilst always looking after our business
partners and one another. Our success is made
possible by our people, who have risen to the
challenges the year has presented. Their hard
work, dedication and customer focus have
been exceptional, and I want to thank all of
our employees for their contribution to a
successful year.
A Purpose-driven company
Our strategy will continue to evolve but our
Purpose – Smart science to improve livesTM –
will remain constant, guiding the choices we
make. Our Purpose is illustrated by the
contribution we are making to COVID-19
vaccination programmes around the world,
supporting over 150 COVID-19 projects in
more than 30 countries. This support has often
involved considerable commitment from our
people, not least from colleagues on our
graduate programme who put personal lives on
hold to travel to Alabama and help produce
lipid systems that continue to play such a key
role in the fight against the pandemic.
Sustainability as a strategic priority
In line with our Purpose, we have made a bold
Commitment to be the world’s most sustainable
supplier of innovative ingredients. Our focus is
now on execution, working with our suppliers
and customers to ensure we are Climate, Land
and People Positive by 2030. Only by working in
partnership can we achieve our goals, and we
recognise that the strength of our relationships
with others helps drive our success and our
positive impact on the world around us. During
2021, our communities also benefited from our
longstanding volunteering programme and
educational outreach. In addition we established
the Croda Foundation, which is already helping
over 50 million people by supporting vaccine
infrastructure projects globally, extending the
positive impact we are making.
Sustainability has been a strategic priority for
Croda over more than a decade, influencing how
we develop our business and product portfolio
and our priorities for investment. Climate
change, biodiversity loss and rising inequality are
now changing consumer demands, making
sustainability as important to consumer choice
as performance. This is providing us with
opportunities to leverage our leadership position
in sustainability, to help our customers meet
these changing consumer needs.
Board members engage regularly with our
Sustainability Committee to track progress and
were represented at the Executive review of our
sustainability strategy in October (see page 65).
When reviewing progress, I am particularly
struck by the level of our employees’
engagement around this topic and the
ownership across Croda which will ensure we
continue to achieve our goals.
A culture where we put people first
Croda has always had a unique culture, built
on customer intimacy and innovation with an
entrepreneurial spirit. Promoting this ‘One
Croda’ culture is important to our long-term
success, as it enables us to operate a
decentralised model where decisions are taken
as close to the customer as possible, ensuring
that we are more agile than our competitors,
whilst delivering the governance and
consistency we expect across Croda. Our
values, which we have worked hard to
articulate over the last two years, are to be
‘responsible’, ‘innovative’ and to work
‘together’. We expect managers to put people
first, irrespective of whether they are colleagues
or partners, and all of our people to look after
one another.
In 2021 we implemented an eight-point plan to
support the wellbeing of our employees facing
the combined challenges of COVID-19 and a
rapid recovery in demand. The wellbeing and
engagement of all employees is a cornerstone of
our success, and I am delighted that we have
been able to adopt the Living Wage in 2021 for
all employees. Employee share ownership
remains at impressive levels, at over 80% in the
UK and 60% internationally. We have
augmented this with a new ‘Free Share Plan’,
under which employees who do not participate
in other bonus schemes were awarded ten
shares in 2021 and will continue to receive free
shares when those schemes pay out.
Chair’s statement
Putting lives on hold to meet the COVID-19 vaccine challenge
Sustainability as a strategic priority
In line with our Purpose, we have made a bold
Commitment to be the world’s most sustainable
supplier of innovative ingredients. Our focus is
now on execution, working with our suppliers
and customers to ensure we are Climate, Land
and People Positive by 2030. Only by working in
partnership can we achieve our goals, and we
recognise that the strength of our relationships
with others helps drive our success and our
positive impact on the world around us. During
2021, our communities also benefited from our
longstanding volunteering programme and
educational outreach. In addition we established
the Croda Foundation, which is already helping
over 50 million people by supporting vaccine
infrastructure projects globally, extending the
positive impact we are making.
Sustainability has been a strategic priority for
Croda over more than a decade, influencing how
we develop our business and product portfolio
and our priorities for investment. Climate
change, biodiversity loss and rising inequality are
now changing consumer demands, making
sustainability as important to consumer choice
as performance. This is providing us with
opportunities to leverage our leadership position
in sustainability, to help our customers meet
these changing consumer needs.
Board members engage regularly with our
Sustainability Committee to track progress and
were represented at the Executive review of our
sustainability strategy in October (see page 65).
When reviewing progress, I am particularly
struck by the level of our employees’
engagement around this topic and the
ownership across Croda which will ensure we
A record
year driven
by the
commitment
of our people
Anita Frew
Chair
After what has continued to be another
challenging year for businesses around the
world, I am pleased to report that Croda has
delivered a record performance. This reflects
strong growth in our existing business,
significant benefits from recent acquisitions
and our Health Care business performing
exceptionally well.
The Croda team has met the demands of a
rapid global recovery, combined with ongoing
challenges presented by COVID-19. Customer
continue to achieve our goals.
demand and cost inflation have been at levels
we have not seen for a decade; at the same
time COVID-19 restrictions have remained in
place in many countries around the world. This
has presented many challenges for our people,
carefully managing both employee wellbeing
and customer expectations.
A culture where we put people first
Croda has always had a unique culture, built
on customer intimacy and innovation with an
entrepreneurial spirit. Promoting this ‘One
Croda’ culture is important to our long-term
success, as it enables us to operate a
decentralised model where decisions are taken
As always, our clarity of Purpose has been our
as close to the customer as possible, ensuring
guide, ensuring we deliver for our customers,
that we are more agile than our competitors,
whilst always looking after our business
whilst delivering the governance and
partners and one another. Our success is made
consistency we expect across Croda. Our
possible by our people, who have risen to the
values, which we have worked hard to
challenges the year has presented. Their hard
articulate over the last two years, are to be
work, dedication and customer focus have
been exceptional, and I want to thank all of
our employees for their contribution to a
successful year.
A Purpose-driven company
Our strategy will continue to evolve but our
Purpose – Smart science to improve livesTM –
will remain constant, guiding the choices we
make. Our Purpose is illustrated by the
contribution we are making to COVID-19
vaccination programmes around the world,
supporting over 150 COVID-19 projects in
‘responsible’, ‘innovative’ and to work
‘together’. We expect managers to put people
first, irrespective of whether they are colleagues
or partners, and all of our people to look after
one another.
In 2021 we implemented an eight-point plan to
support the wellbeing of our employees facing
the combined challenges of COVID-19 and a
rapid recovery in demand. The wellbeing and
engagement of all employees is a cornerstone of
our success, and I am delighted that we have
been able to adopt the Living Wage in 2021 for
more than 30 countries. This support has often
all employees. Employee share ownership
involved considerable commitment from our
people, not least from colleagues on our
remains at impressive levels, at over 80% in the
UK and 60% internationally. We have
graduate programme who put personal lives on
augmented this with a new ‘Free Share Plan’,
hold to travel to Alabama and help produce
lipid systems that continue to play such a key
role in the fight against the pandemic.
under which employees who do not participate
in other bonus schemes were awarded ten
shares in 2021 and will continue to receive free
shares when those schemes pay out.
Croda has
always had a
unique culture,
built on customer
intimacy and
innovation with
an entrepreneurial
spirit.”
Anita Frew
Chair
8
Croda International Plc
Annual Report and Accounts 2021
Through our contribution to various COVID-19
vaccination programmes we have been able
to play our part in helping the world emerge
from the COVID-19 crisis. Our contribution
required the rapid ramp-up of lipid production
capacity in Alabama and a project to expand
production volumes that would typically take
two years was completed in a matter of
months. While it was Avanti’s deep knowledge
of lipid drug delivery combined with Croda’s
expertise in operational scale-up that made
the project possible, it was our people who
made it happen. Our teams worked around
the clock running three shifts a day to produce
the required quantities of lipids. The project
involved diverting resources from around the
business to support lipid production, including
employees from Croda sites in the US and UK
who put their lives on hold and travelled to
Alabama for five months. Many of these
seconded employees were graduates, with a
rotation added to our graduate programmes.
Our people worked tirelessly, exemplifying the
Croda values, to deliver for our customers.
The immediate impact of this work is obvious,
but beyond this the experience and
knowledge gained will aid their development
as they progress in their careers.
Ashlea Taylor-Hughes, pictured, a Croda
research scientist from Cheshire, UK, who
postponed her wedding due to the COVID-19
pandemic and spent time on secondment in
Alabama, said: “It was scary to come out here
for five months but, just thinking of all the good
that it would do, I was completely up for it.”
Promoting executive and workforce diversity
At the beginning of the 2021, we published a
Board diversity and inclusion (D&I) policy and
communicated our commitment to greater
diversity within our business. We believe that
the diversity of our people – in terms of ideas,
skills, knowledge, experience, ethnicity, gender
or any other characteristic – is very important
for the continuing long-term success of the
Company. We will report annually on the
progress we are making. See pages 37 and 61
for further details.
The Board recognises the importance of
developing diversity in senior management
roles and oversees the objective of achieving
gender balance in all leadership roles by 2030
and the doubling of the number of women in
leadership positions. In this year’s submission
to the Alexander Hampton review, we were
pleased to report that 36% of leadership
positions were held by women. We will also
develop a target aligned to increasing the
number of ethnically diverse employees in
executive roles by the end of 2022 and in
leadership positions by the end of 2024.
Croda has not historically collected company-
wide information about employee ethnicity.
However, we understand the importance of
having sufficient data to make good decisions
about D&I and how this will enable us to track
our progress. This year we conducted our first
global diversity survey and are using the results
to develop an action plan to drive improvements.
The results are reported in the Culture section of
this report on page 37, where you can read
more about our approach to D&I and the work of
our global steering committee. We expect to be
able to implement routine monitoring and
disclosure of employee ethnicity from 2023 for
the UK and globally from 2024.
Evolved Board composition to reflect our
ambition
This commitment to diversity applies to the
makeup of the Board, ensuring it is well
equipped to lead the business effectively,
embraces new ideas and makes good use of
differences in experiences, backgrounds and
perspectives to satisfy all the different
stakeholders we have as a global organisation.
In September 2021, Julie Kim was appointed
as a Non-Executive Director (NED), bringing 25
years’ experience of health care markets across
Europe, Asia and Latin America. Julie is
President Plasma-Derived Therapies at
Takeda Pharmaceutical, a global, R&D driven
biopharmaceuticals company. In early 2022, we
welcomed Nawal Ouzren, CEO of
biopharmaceutical company Sensorion, to the
Board as a NED, adding further health care
expertise through her first-hand experience of
biologics and novel gene therapies.
Both appointments add relevant experience as
we look to access higher growth markets in
health care, and in regions beyond Europe and
North America, such as Asia. They also bring
even greater diversity to the Board in terms of
gender, ethnicity, nationality and tenure.
Overall, I am pleased to have fulfilled our
commitment to meeting the requirements of the
Parker Review on ethnic diversity and to
achieving full gender balance on the Board.
I am confident that the diversity of thought and
experience we have around the boardroom table
will ensure we are able to provide effective
support and guidance as Croda continues to
focus on the fast-growth markets of the future.
Despite the challenges presented by COVID-19,
as a Board we have been able to continue our
programme of engagement with employees
across Croda, including virtual visits to Avanti and
Iberchem, the businesses that we acquired in
2020. I would like to thank all Board members for
their support and hard work throughout 2021.
Accelerated strategic progress in a
transformational year
Our agile approach and resilient business
model have allowed us to look beyond the
immediate COVID-19 pandemic, with the Board
and Executive Committee working together on
our strategy driving sustainability and innovation
to deliver growth.
In December 2021, we announced the sale of
the majority of our Performance Technologies
and Industrial Chemicals businesses to Cargill,
the largest private company in the United States.
This divestment, due to complete in Summer
2022, will progress Croda’s transition to a
pure-play Consumer Care and Life Sciences
i
S
t
r
a
t
e
g
c
r
e
p
o
r
t
company, markets in which we can deliver on
our Purpose of using Smart science to improve
livesTM. As Steve Foots, our Group Chief
Executive, outlines further in his review on page
10, this focus on Consumer Care and Life
Sciences will enable us to deliver consistent
sales growth and an even stronger profit margin.
We committed to communicating openly with
the employees of our Performance
Technologies and Industrial Chemicals
businesses during the strategic review,
recognising that it was a period of uncertainty.
Cargill is a company with a distinguished history
and I am confident that our employees can look
forward to a bright future under its ownership.
Committed to generating value for all
stakeholders
The divestment will allow us to focus our
resources on delivering sustainable solutions
and scaling our consumer, health and crop
care technologies. We have a clear capital
allocation policy, with a focus on organic
investment, given the exciting growth
opportunities we see in the future in these
markets. We will also provide regular returns to
shareholders, invest in complementary
acquisitions and retain our balance sheet
strength. The Board is proposing a full year
dividend for 2021 of 100 pence per share,
representing growth of 10% over 2020, a year
in which we were one of the few companies to
continue to increase the dividend as we
managed the impact of COVID-19.
2021 has been an excellent year for Croda in
which we have delivered a record financial
performance and strong progress against our
non-financial targets. We are becoming a
dedicated Consumer Care and Life Sciences
company where our leadership in sustainability
and innovation will deliver further profitable
growth. With our clear Purpose, strong culture
and committed workforce, we look forward to
the future with confidence.
Anita Frew
Chair
Croda International Plc
Annual Report and Accounts 2021
9
Chief Executive’s review
Record
financial
performance
– strategy
executed with
agility
1Record financial performance
2Significant benefit from recent
acquisitions – £58m additional operating
profit and stronger growth platform
3Strategic transition to pure-play
Consumer Care and Life Sciences
company with accelerated investment
10
Croda International Plc
Annual Report and Accounts 2021
Steve Foots
Group Chief Executive
Creating a pure-play Consumer Care and
Life Sciences company
2021 has been an outstanding year for Croda,
with record financial results and excellent strategic
progress. This has been enabled through the
accelerated implementation of our strategic
priorities, increased investment in innovation and
growth, and a broader global recovery in demand.
Our excellent strategic progress during the
COVID-19 pandemic has included progressing our
transition to a pure-play Consumer Care and Life
Sciences company. Our 2020 acquisitions of Avanti
and Iberchem, which created new growth platforms
in our target markets, have been followed by our
recent agreement to divest the majority of our
Performance Technologies and Industrial
Chemicals businesses (‘PTIC’). This will release
more capital to reinvest in faster growth, higher
return markets, positioning us to deliver more
consistent sales growth and an even stronger profit
margin.
This strategic progress is consistent with our
Purpose of using Smart science to improve livesTM.
The importance of our sustainability Commitment,
made in 2020, has come to the fore, with
consumers everywhere seeking more sustainable
products and customers needing Croda to help
decarbonise their supply chains. Our part in helping
produce COVID-19 vaccines is a proud example of
our smart science in action. Our capabilities in
sustainability and innovation will drive our future
growth. Croda is becoming a more knowledge
intensive business, investing more in
commercialising R&D, expanding emerging market
exposure and increasing the value captured from
our products. We are focused on the fast growth
markets of the future, making bigger and bolder
bets to expand our leadership positions and drive
significant value creation.
The results of this strategic action can be seen in
2021’s performance. It was a record year for sales
and profit, with every part of the Group performing
well. The strength of the ‘existing’ Croda business
was clearly demonstrated, with underlying sales
growing by 26% and underlying growth in adjusted
operating profit of £116m over 2020. Consumer
Care led the way, with a strong recovery in Personal
Care. Alongside this, we realised significant benefits
from recent acquisitions in Consumer Care and Life
Sciences, delivering £58m of additional adjusted
operating profit within the first year post-acquisition.
Our 2020 acquisition of Avanti has helped to
establish the lipid systems platform in Health Care,
with approximately US$200m of sales in 2021,
primarily to our principal vaccine customers. We
deployed more capital and resources to scale our
consumer, health and crop care technologies. We
increased innovation spend by over 50% on 2020
and the proportion of New and Protected Products
(NPP) from 27% to 37% of total sales. We
increased annual organic capital investment by
31% to almost £160m; reflecting our successful
‘buy and build’ approach. This has allowed us to
unlock the potential of Avanti and Iberchem,
acquiring adjacent technology platforms and then
scaling them through organic investment.
To deliver these record results, our colleagues have
risen to the dual challenges of responding to a rapid
recovery in customer demand whilst managing
ongoing COVID-19 restrictions. Combined with
global disruption affecting many industries, supply
chain management has been challenging but,
thanks to the efforts of our global team, we have
managed to supply the increased demand whilst
limiting the impact on customer service. I am
proud that we have continued to support our
stakeholders and keep our colleagues safe, and
I would like to thank everyone at Croda for
their commitment.
Record financial results
In 2021, reported sales grew by 36% to £1,889.6m
(2020: £1,390.3m). Underlying sales were up 26%
and acquisitions added 17% (both at constant
currency), while stronger Sterling saw an adverse
impact from currency translation of 7%. Notably,
underlying sales were 18% ahead of 2019
(excluding sales of lipid systems introduced since
2019, for better comparability), demonstrating
significant growth against pre-pandemic levels.
2021 also saw the most significant period of raw
material cost increases in over a decade, up by
17% in the underlying business. With full cost
recovery achieved through Croda’s powerful
operating model, alongside a strengthening product
mix, this helped drive underlying sales price/mix
17% higher year-on-year. Despite higher prices,
most markets globally saw strong demand
recovery, and underlying sales volume rose 9%.
Strong demand and the faster growth of higher
value-add technology platforms across Life
Sciences and Consumer Care resulted in a record
profit margin for the Group. Return on sales rose
180 basis points to 24.8% (2020: 23.0%). In Life
Sciences, the highest growth was in the patient
health care platforms, which increasingly focus on
producing high value products. Personal Care
returned to good growth within the Consumer Care
sector and a recovery in Performance Technologies
markets benefitted operating leverage. The
combination of sales growth, acquisition and
improved margin saw reported profit before tax (on
an IFRS basis) increase by 53% to £411.5m
(2020: £269.5m), while adjusted profit before tax
increased by 48% to a record full year result of
£445.2m (2020: £300.6m) and was 38% higher
than 2019. With adjusted earnings per share 43%
higher, the Board has proposed a rise of 10% in the
full year ordinary dividend, completing a 30-year
record of consistently increasing the annual
ordinary dividend.
Cash generation in 2021 supported an increase in
working capital, reflecting the higher costs of raw
materials and a tactical increase in inventory to
Chief Executive’s review
Care. Alongside this, we realised significant benefits
from recent acquisitions in Consumer Care and Life
Sciences, delivering £58m of additional adjusted
operating profit within the first year post-acquisition.
Our 2020 acquisition of Avanti has helped to
establish the lipid systems platform in Health Care,
with approximately US$200m of sales in 2021,
primarily to our principal vaccine customers. We
deployed more capital and resources to scale our
consumer, health and crop care technologies. We
increased innovation spend by over 50% on 2020
and the proportion of New and Protected Products
(NPP) from 27% to 37% of total sales. We
increased annual organic capital investment by
31% to almost £160m; reflecting our successful
‘buy and build’ approach. This has allowed us to
unlock the potential of Avanti and Iberchem,
acquiring adjacent technology platforms and then
scaling them through organic investment.
To deliver these record results, our colleagues have
risen to the dual challenges of responding to a rapid
recovery in customer demand whilst managing
ongoing COVID-19 restrictions. Combined with
global disruption affecting many industries, supply
chain management has been challenging but,
thanks to the efforts of our global team, we have
managed to supply the increased demand whilst
limiting the impact on customer service. I am
proud that we have continued to support our
stakeholders and keep our colleagues safe, and
I would like to thank everyone at Croda for
their commitment.
Record financial results
In 2021, reported sales grew by 36% to £1,889.6m
(2020: £1,390.3m). Underlying sales were up 26%
and acquisitions added 17% (both at constant
currency), while stronger Sterling saw an adverse
impact from currency translation of 7%. Notably,
underlying sales were 18% ahead of 2019
(excluding sales of lipid systems introduced since
2019, for better comparability), demonstrating
significant growth against pre-pandemic levels.
2021 also saw the most significant period of raw
material cost increases in over a decade, up by
17% in the underlying business. With full cost
recovery achieved through Croda’s powerful
operating model, alongside a strengthening product
mix, this helped drive underlying sales price/mix
17% higher year-on-year. Despite higher prices,
most markets globally saw strong demand
Strong demand and the faster growth of higher
value-add technology platforms across Life
Sciences and Consumer Care resulted in a record
profit margin for the Group. Return on sales rose
180 basis points to 24.8% (2020: 23.0%). In Life
Sciences, the highest growth was in the patient
health care platforms, which increasingly focus on
producing high value products. Personal Care
returned to good growth within the Consumer Care
sector and a recovery in Performance Technologies
markets benefitted operating leverage. The
combination of sales growth, acquisition and
improved margin saw reported profit before tax (on
an IFRS basis) increase by 53% to £411.5m
(2020: £269.5m), while adjusted profit before tax
increased by 48% to a record full year result of
£445.2m (2020: £300.6m) and was 38% higher
Record
financial
performance
– strategy
executed with
agility
1Record financial performance
2Significant benefit from recent
acquisitions – £58m additional operating
profit and stronger growth platform
3Strategic transition to pure-play
Consumer Care and Life Sciences
Steve Foots
Group Chief Executive
Creating a pure-play Consumer Care and
Life Sciences company
2021 has been an outstanding year for Croda,
with record financial results and excellent strategic
progress. This has been enabled through the
accelerated implementation of our strategic
priorities, increased investment in innovation and
growth, and a broader global recovery in demand.
Our excellent strategic progress during the
COVID-19 pandemic has included progressing our
transition to a pure-play Consumer Care and Life
Sciences company. Our 2020 acquisitions of Avanti
and Iberchem, which created new growth platforms
in our target markets, have been followed by our
recent agreement to divest the majority of our
Performance Technologies and Industrial
Chemicals businesses (‘PTIC’). This will release
more capital to reinvest in faster growth, higher
return markets, positioning us to deliver more
consistent sales growth and an even stronger profit
margin.
Purpose of using Smart science to improve livesTM.
The importance of our sustainability Commitment,
made in 2020, has come to the fore, with
consumers everywhere seeking more sustainable
products and customers needing Croda to help
decarbonise their supply chains. Our part in helping
produce COVID-19 vaccines is a proud example of
our smart science in action. Our capabilities in
sustainability and innovation will drive our future
growth. Croda is becoming a more knowledge
intensive business, investing more in
commercialising R&D, expanding emerging market
exposure and increasing the value captured from
our products. We are focused on the fast growth
markets of the future, making bigger and bolder
bets to expand our leadership positions and drive
company with accelerated investment
significant value creation.
This strategic progress is consistent with our
recovery, and underlying sales volume rose 9%.
The results of this strategic action can be seen in
than 2019. With adjusted earnings per share 43%
2021’s performance. It was a record year for sales
higher, the Board has proposed a rise of 10% in the
and profit, with every part of the Group performing
full year ordinary dividend, completing a 30-year
well. The strength of the ‘existing’ Croda business
record of consistently increasing the annual
was clearly demonstrated, with underlying sales
ordinary dividend.
growing by 26% and underlying growth in adjusted
operating profit of £116m over 2020. Consumer
Care led the way, with a strong recovery in Personal
Cash generation in 2021 supported an increase in
working capital, reflecting the higher costs of raw
materials and a tactical increase in inventory to
10
Croda International Plc
Annual Report and Accounts 2021
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a
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See Finance review
P46
support customer service levels, and an increased
allocation of capital investment to the strategic
growth markets of Consumer Care and Life
Sciences, as part of the divestment of the majority
of PTIC. Health Care is a key investment focus for
us, with over £70m invested to expand our three
patient health care platforms, including new
capacity for speciality excipients in therapeutic drug
delivery, further build out of the lipid systems
platform and expansion of the fast growing vaccine
adjuvant platform.
We also committed funding to create a new
combined fragrance and Beauty Active facility for
Consumer Care, to accelerate sales growth in
China, and a new proteins capability in Home Care.
In R&D, we invested £5m in expanding innovation
centres and in disruptive process technologies. We
supplemented this organic investment with the
acquisition of adjacent technologies, acquiring two
businesses in Consumer Care which are
accelerating our transition to natural raw materials.
In March, we acquired natural Beauty Actives
specialist Alban Muller for €25m and in June we
completed on Parfex for €45m, strengthening
Iberchem’s position in fine and natural fragrances.
Growth across all regions and sectors
All geographic regions delivered good sales and
profit growth. Consumer recovery was strongest in
North America, with Asia and Europe also seeing
double digit percentage growth in underlying
Consumer Care sales. Latin America saw excellent
Crop Care sales and all regional markets saw good
progress in Performance Technologies. Health Care
sales grew across the globe, with Europe and
North America benefitting from the lipid systems
platform.
A stronger Consumer Care business
2021 saw the creation of the Consumer Care
sector, comprising Croda’s leading global position
in Personal Care, the recently acquired Iberchem
fragrances and flavours (F&F) business and Home
Care. Consumer Care delivered an excellent sales
performance in 2021, up 45% in reported terms,
with underlying sales 18% higher. This was
supplemented by 35% growth from acquisitions
and partly offset by adverse currency translation of
8%. Adjusted operating profit increased by 29%
(and by 26% on an IFRS basis), with return on sales
of 24.7% (2020: 27.8%); the latter reduction
reflected dilution from the acquisition of Iberchem,
with F&F industry margins structurally lower than
those of Personal Care. A strengthening product
mix overall saw profit margin improve in the second
half year.
After a steady recovery in the second half of 2020
from the negative impact of COVID-19 on ‘going
out’ sales of actives and cosmetics, Personal Care
performance improved markedly in 2021. This was
led by a resurgence in consumer demand for our
innovative, high value Beauty Actives products. In
previous years, Personal Care performance has
been held back by softer growth in our heritage
Beauty Care formulation ingredients, particularly in
North America and Asia. Beauty Care enjoyed a
return to growth in 2021, benefitting from customer
restocking and innovative sustainability-driven
ingredients, including bio-based surfactants from
the US plant, which was fully operational from the
end of the first quarter. Improved demand
continued through the year, resulting in 2021
Personal Care underlying sales 15% above 2019
pre-pandemic levels and a return on sales of 30%.
Growth continued in Home Care, reflecting
customer interest for sustainable products from our
US ECO plant and excellent demand for Croda’s
innovative fabric care offering.
In Consumer Care, we are already recognised as
the leading innovator in ingredients for the personal
care and home care markets. Our acquisition of
Iberchem has given us a similar platform in F&F,
with innovation at the heart of its business, offering
customers on-trend fragrances, particularly for
emerging markets. We are delivering the first
cross-selling synergies from Croda’s global
presence, including the launch of Iberchem
fragrances into the large Brazil market, leveraging
Croda’s local operation. With lower vaccination
rates, emerging markets have seen softer demand
due to COVID-19, which has constrained sales in
the short term, but the F&F business still delivered
double digit percentage growth in 2021, including
the mid-year acquisition of Parfex.
Rapid expansion in Life Sciences
With an excellent 2021 performance, Life Sciences
now rivals Consumer Care in scale. Sales grew
46% in reported terms in 2021, with underlying
sales over 40% higher. This was supplemented by
over 13% growth from acquisition in the first year of
ownership and was partly offset by adverse
currency translation of 8%. Adjusted operating profit
increased by 67% (and by 79% on an IFRS basis),
with return on sales reaching 36.4% (2020: 31.7%).
As noted at the half year, achieving this level of
growth and profit improvement in such a short
period placed significant demands on the business
and, as anticipated, the margin level moderated in
the second half of the year, as we invested in
additional people and brought new capacity
on-stream to future-proof this growth.
Life Sciences is leveraging in-house developed and
acquired technologies, building further scale to
deliver customers’ drug, vaccine and crop science
products. It is moving into faster growth, higher
value/lower volume niches. In 2021, the strongest
growth was seen in the Health Care business, with
reported sales up 80% year-on-year. This was
driven by our focus on patient health care platforms.
Whilst much of this growth was delivered by Avanti
and the scale-up of its exciting lipid systems
platform by Croda’s UK Health Care site, resulting
in around US$200m (£145m) of sales to
COVID-19 mRNA vaccines, speciality excipients
and vaccine adjuvants also grew by over 40%. With
continued investment in these platforms, double digit
percentage organic sales growth is expected to
continue into the medium term.
Our Health Care business has had outstanding early
success with its involvement in COVID-19 vaccines,
but even more importantly, we have built a
foundation for Croda in biopharma drug delivery.
Whilst the majority of lipid system sales in 2021 were
to our principal COVID-19 vaccine customers,
opportunities in other drug and vaccine customer
projects continue to develop. Across our three
patient health platforms, we secured 130 new
customers and 250 new programmes, two thirds of
which were for non-COVID applications, including
nucleic acid therapeutic drugs and vaccines (such as
mRNA). We expect to see an ongoing expansion in
the range of applications for lipid systems in vaccines
and therapeutic drugs, as this exciting Health Care
technology develops through clinical trials to
commercial customer product launches in the
medium term.
Crop Protection delivered double-digit percentage
sales growth, reflecting strong demand across crop
science customers, particularly in the second half of
the year. This included significant growth in sales to
non-tier one customers who now represent more
than 50% of revenue. By contrast, Seed
Enhancement growth was subdued, with slower
sales in Europe and China.
A new future for Performance Technologies
The recovery of Performance Technologies
strengthened during 2021, with sales growth
reflecting a recovery in industrial end markets and
sustainability-driven demand across our innovative
product applications. Sales grew 18% in reported
terms, with underlying sales 24% higher, partly offset
by adverse currency translation of 6%. Adjusted
operating profit increased by 32% (and by 38% on
an IFRS basis), with return on sales improving to
14.7% (2020: 13.1%), as higher sales volume
positively impacted operating leverage. Second half
margin was notably stronger than the prior year.
In December 2021, we agreed to sell the majority of
the PTIC businesses to Cargill Inc., for an enterprise
value of €915m (approximately £778m). The business
to be divested accounted for 77% of PTIC’s 2021
reported sales and comprises five manufacturing
facilities, together with associated laboratory facilities
and sales operations. We are currently working on
the process to separate the two businesses, with
completion expected in summer 2022. The
consideration includes the sale of 100% of Croda
Sipo in China, a joint venture which Croda currently
manages and in which it has a 65% shareholding. If
Croda’s 100% ownership of Sipo cannot be realised,
Sipo will be excluded from the PTIC sale, reducing
the consideration by €140m. The overall divestment
is subject to customary regulatory approvals but is
not subject to shareholder approval. Under Cargill’s
ownership, the divested business and its talented
workforce can look forward to a bright future.
Croda’s retained business within PTIC, which
accounted for 23% of 2021 sales, will form a new
Industrial Specialties sector. This will play a key role
supporting the Consumer Care and Life Sciences
sectors. The divestment is a key step in delivering
Croda’s transition to a pure-play Consumer Care
and Life Sciences company.
We use a number of Alternative Performance Measures (APMs) to assist in presenting information in an easily analysable and comparable form. We use such measures
consistently at the half year and full year and reconcile them as appropriate. Adjusted results are stated before exceptional items and amortisation of intangible assets
arising on acquisition, and tax thereon. Constant currency results reflect current year performance for existing business translated at the prior year’s average exchange
rates and include the impact of acquisitions. Underlying results reflect constant currency values adjusted to exclude the impact of acquisitions and disposals in the first
year of ownership. All comparators are full year 2020 unless otherwise stated. Sector results for full year 2020 have been restated to reflect a 2021 change to the Group’s
reporting structure.
Croda International Plc
Annual Report and Accounts 2021 11
Chief Executive’s review (continued)
Strategy: driving growth through
sustainability and innovation
As a result of the strategic moves that we have
made over the last 18 months, including the
acquisitions of Avanti and Iberchem, and the
agreement to divest the majority of our industrial
businesses, Croda is now becoming a pure-play
business, focused on life science and consumer
markets. These markets have reduced cyclicality,
are faster growth, deliver high margins, are capital
and carbon light, and leverage innovation, IP and
new technologies.
In focusing on these markets, Croda is combining
leadership in sustainability with market-leading
innovation to deliver profitable growth. Sustainability
trends are developing rapidly in these markets,
driven by consumer demand for products which do
not harm the planet and meet growing trends for
clean, bio-based solutions. In addition, our
customers have set their own sustainability goals
and need Croda, as part of their supply chains, to
deliver products created through sustainable
ingredients, ethical sourcing, greater ingredient
transparency and lower-carbon manufacturing.
Regulatory change is also driving companies to
move to net zero and Croda has responded by
developing clear manufacturing decarbonisation
plans during 2021.
Our innovation ecosystem sees R&D driven by
increased organic investment and highly productive
external innovation partnerships. We are increasing
the proportion of NPP that we sell and formulate
into customer products. This dynamic innovation
engine enables us to both create new market
niches through our novel product offerings and
win business in existing markets by providing
sustainable alternatives to incumbent petrochemical
supply. Through innovation, we deliver our
strategic objective of consistent top and bottom
line growth, with profit growing ahead of sales,
ahead of volume.
Delivering our sustainability Commitment
Croda was built on a heritage of using science to
turn renewable raw materials into innovative
ingredients. Today, our Purpose is to use Smart
science to improve livesTM. We have made a bold
Commitment to be the world’s most sustainable
supplier of innovative ingredients. This is both the
right thing to do and also what our customers and
consumers are seeking. Accelerating the transition
to sustainable ingredients makes clear commercial,
as well as ethical, sense. Our focus is now on
Croda is
combining
leadership in
sustainability with
market-leading
innovation to
deliver profitable
growth.”
12
Croda International Plc
Annual Report and Accounts 2021
execution, working in partnership with our suppliers
and customers to achieve our Commitment to be
Climate, Land and People Positive by 2030.
On our journey to becoming Climate Positive, in
2021 we became only the third chemical company
globally to have our 1.5°C target verified by the
Science Based Targets initiative (SBTi). This
commits us to delivering improvements in line with
the objective to limit global temperature rises to no
more than 1.5°C above pre-industrial levels, the
most ambitious SBTi pathway. We are supporting
our site decarbonisation roadmaps through
investment within our existing capital budget and by
considering opportunities to decarbonise with every
capital investment decision. The divestment of the
majority of PTIC will make Croda less carbon
intensive and we will re-baseline our Climate targets
to maintain the challenge we have set. PTIC has
significant use of bio-based organic raw materials
and the divestment will reduce the Group’s
proportion of bio-based organic raw materials from
69% in 2021 (2020: 67%) to around 52%
post-divestment, but we will retain our bio-based
target of 75% by 2030.
In becoming Land Positive, the land saved using
our crop care technologies will exceed any increase
in the land used to grow our raw materials by at
least double. We are also developing Nature
Positive targets ready for when the future
science-based target for nature is published.
In our People Positive objective, we focus on using
our smart science to improve lives globally, support
our communities and improve the experience of the
people we employ. 2021 saw the Health Care
business contribute to the development of 15 of
the 24 vaccines prioritised by the World Health
Organisation, including new projects for HIV and
Ebola vaccines. To help our communities, in 2021
we established the Croda Foundation, providing
£1m of annual funding. In addition, to reflect the
progress made in our Health Care business, we
made an extra funding award of £2m in 2021, to
improve vaccine and health infrastructure. The first
projects funded will help deliver vaccinations to
over 50 million people by supporting infrastructure
and training in India, Brazil and Uganda. Finally,
in delivering our employee objectives, we are
focused on improving inclusion and diversity,
achieving both the Board gender and ethnic
diversity targets of the Hampton-Alexander and
Parker Reviews by the start of 2022, whilst making
good progress in improving diversity and inclusion
within the business.
Supporting our Climate, Land and People Positive
strategy are our Fundamental objectives. We are
committed to being a safe company for our
employees and communities. With the inclusion of
recent acquisitions into Group metrics, the Total
Recordable Injury Rate (‘TRIR’) rose to 0.73,
excluding COVID-19 cases (2020 full year: 0.58).
83 of our 105 locations had no recordable injuries
during 2021 and we are working on the remainder
to deliver our targeted improvement to 0.3 by 2025,
which would place us towards the leading
performance in our industry. During the year we
also adopted an enhanced approach to process
safety aligned with SASB standards for our industry,
targeting a 20% reduction in the incident rate
by 2025.
Driving innovation
In line with repositioning as a more knowledge-
intensive company, NPP as a percentage of sales
increased from 27% in 2020 to 28% in 2021
organically and 37% including lipid systems and the
Iberchem and Avanti acquisitions. This significant
step forward will support higher growth, improved
product mix and better margins. The divestment of
the majority of PTIC will further enhance our
knowledge intensity.
Our innovation strategy combines internal R&D with
external technology investments and partnerships,
augmenting Croda’s innovation centres globally
with a network of over 500 academic and SME
partners, working on more than 100 innovation
projects. In 2021, we commenced a multi-million
pound project to introduce artificial intelligence and
data mining across our global R&D knowledge
base and improve collaboration within our
innovation ecosystem.
Innovation is focused on sustainability and, in
particular, biotechnology, which will enhance the
sustainability of our processes, contributing to the
achievement of our target for bio-based raw
materials whilst developing disruptive technologies.
Our Beauty Actives business has augmented its
product synthesis with 50 biotech product
launches. Our biotech expertise also leverages
previous technology acquisitions, such as Enza and
Nautilus, and 2021 saw investment in a new centre
for biotech process design and optimisation in the
UK. With innovation operating expenditure up over
50% in 2021, we are expanding the pipeline of new
opportunities.
Sector strategies to deliver growth and even
stronger profit margins
With the divestment of the majority of PTIC, Croda
will be a Purpose-driven company focused on two
attractive sectors that will deliver consistent sales
growth and even stronger profit margin. Each of the
two sectors comprises four businesses, all offering
superior sales growth, at least one and a half times
GDP. Each can deliver margins above 20% and
return on invested capital (ROIC) of at least twice
our cost of capital. We will target an expanded
organic capital investment programme to access
faster growth, supported by selective acquisitions of
adjacent technologies.
Consumer Care is already recognised as the
leading innovator in ingredients and fragrances for
the personal care and home care markets. Our
future vision is to be the global leader in sustainable
solutions in these premium markets. This will be
achieved by delivering sustainable ingredients,
supported by performance data and ingredient
transparency, and by being the leader in product
formulation and application technologies.
Consumer Care is focused on high value niches in
the faster growing markets of skin care, hair care,
solar protection, fabric and surface care, and
fragrances. Our strategy is to Strengthen to Grow
Consumer Care, to deliver mid-single digit
percentage sales growth at strong margins. This will
be delivered by developing more sustainable
ingredients; leveraging our capability to deliver
formulation solutions; by driving innovation in
premium markets, with Croda providing a ‘one stop
shop’ to ‘Indie’ customers; and by expanding our
presence in high growth regions, with increased
investment in China, expected to drive 70% of
Asian growth between 2021 and 2025.
Within Consumer Care’s four businesses, this
strategy is being achieved by:
• Scaling our market leadership in Beauty
Actives in peptides, botanicals and
biotechnology, expanding our geographic
footprint and leveraging selective acquisitions;
Chief Executive’s review (continued)
Strategy: driving growth through
sustainability and innovation
As a result of the strategic moves that we have
made over the last 18 months, including the
acquisitions of Avanti and Iberchem, and the
agreement to divest the majority of our industrial
businesses, Croda is now becoming a pure-play
business, focused on life science and consumer
markets. These markets have reduced cyclicality,
are faster growth, deliver high margins, are capital
and carbon light, and leverage innovation, IP and
new technologies.
In focusing on these markets, Croda is combining
leadership in sustainability with market-leading
innovation to deliver profitable growth. Sustainability
trends are developing rapidly in these markets,
driven by consumer demand for products which do
not harm the planet and meet growing trends for
clean, bio-based solutions. In addition, our
customers have set their own sustainability goals
and need Croda, as part of their supply chains, to
deliver products created through sustainable
ingredients, ethical sourcing, greater ingredient
transparency and lower-carbon manufacturing.
Regulatory change is also driving companies to
move to net zero and Croda has responded by
developing clear manufacturing decarbonisation
plans during 2021.
Our innovation ecosystem sees R&D driven by
increased organic investment and highly productive
external innovation partnerships. We are increasing
the proportion of NPP that we sell and formulate
into customer products. This dynamic innovation
engine enables us to both create new market
niches through our novel product offerings and
win business in existing markets by providing
sustainable alternatives to incumbent petrochemical
supply. Through innovation, we deliver our
strategic objective of consistent top and bottom
line growth, with profit growing ahead of sales,
ahead of volume.
Delivering our sustainability Commitment
Croda was built on a heritage of using science to
turn renewable raw materials into innovative
ingredients. Today, our Purpose is to use Smart
science to improve livesTM. We have made a bold
Commitment to be the world’s most sustainable
supplier of innovative ingredients. This is both the
right thing to do and also what our customers and
consumers are seeking. Accelerating the transition
to sustainable ingredients makes clear commercial,
as well as ethical, sense. Our focus is now on
Croda is
combining
leadership in
sustainability with
market-leading
innovation to
deliver profitable
growth.”
12
Croda International Plc
Annual Report and Accounts 2021
execution, working in partnership with our suppliers
organically and 37% including lipid systems and the
and customers to achieve our Commitment to be
Iberchem and Avanti acquisitions. This significant
Climate, Land and People Positive by 2030.
step forward will support higher growth, improved
On our journey to becoming Climate Positive, in
2021 we became only the third chemical company
globally to have our 1.5°C target verified by the
product mix and better margins. The divestment of
the majority of PTIC will further enhance our
knowledge intensity.
Science Based Targets initiative (SBTi). This
Our innovation strategy combines internal R&D with
commits us to delivering improvements in line with
external technology investments and partnerships,
the objective to limit global temperature rises to no
augmenting Croda’s innovation centres globally
more than 1.5°C above pre-industrial levels, the
with a network of over 500 academic and SME
most ambitious SBTi pathway. We are supporting
partners, working on more than 100 innovation
our site decarbonisation roadmaps through
projects. In 2021, we commenced a multi-million
investment within our existing capital budget and by
pound project to introduce artificial intelligence and
considering opportunities to decarbonise with every
data mining across our global R&D knowledge
capital investment decision. The divestment of the
base and improve collaboration within our
majority of PTIC will make Croda less carbon
innovation ecosystem.
intensive and we will re-baseline our Climate targets
to maintain the challenge we have set. PTIC has
significant use of bio-based organic raw materials
and the divestment will reduce the Group’s
proportion of bio-based organic raw materials from
69% in 2021 (2020: 67%) to around 52%
post-divestment, but we will retain our bio-based
target of 75% by 2030.
Innovation is focused on sustainability and, in
particular, biotechnology, which will enhance the
sustainability of our processes, contributing to the
achievement of our target for bio-based raw
materials whilst developing disruptive technologies.
Our Beauty Actives business has augmented its
product synthesis with 50 biotech product
launches. Our biotech expertise also leverages
In becoming Land Positive, the land saved using
previous technology acquisitions, such as Enza and
our crop care technologies will exceed any increase
Nautilus, and 2021 saw investment in a new centre
in the land used to grow our raw materials by at
for biotech process design and optimisation in the
least double. We are also developing Nature
UK. With innovation operating expenditure up over
Positive targets ready for when the future
50% in 2021, we are expanding the pipeline of new
science-based target for nature is published.
opportunities.
In our People Positive objective, we focus on using
Sector strategies to deliver growth and even
our smart science to improve lives globally, support
our communities and improve the experience of the
people we employ. 2021 saw the Health Care
business contribute to the development of 15 of
the 24 vaccines prioritised by the World Health
Organisation, including new projects for HIV and
Ebola vaccines. To help our communities, in 2021
we established the Croda Foundation, providing
£1m of annual funding. In addition, to reflect the
progress made in our Health Care business, we
made an extra funding award of £2m in 2021, to
improve vaccine and health infrastructure. The first
projects funded will help deliver vaccinations to
over 50 million people by supporting infrastructure
and training in India, Brazil and Uganda. Finally,
in delivering our employee objectives, we are
focused on improving inclusion and diversity,
achieving both the Board gender and ethnic
diversity targets of the Hampton-Alexander and
Parker Reviews by the start of 2022, whilst making
good progress in improving diversity and inclusion
within the business.
Supporting our Climate, Land and People Positive
strategy are our Fundamental objectives. We are
committed to being a safe company for our
employees and communities. With the inclusion of
recent acquisitions into Group metrics, the Total
Recordable Injury Rate (‘TRIR’) rose to 0.73,
excluding COVID-19 cases (2020 full year: 0.58).
83 of our 105 locations had no recordable injuries
during 2021 and we are working on the remainder
to deliver our targeted improvement to 0.3 by 2025,
which would place us towards the leading
performance in our industry. During the year we
also adopted an enhanced approach to process
safety aligned with SASB standards for our industry,
targeting a 20% reduction in the incident rate
by 2025.
Driving innovation
In line with repositioning as a more knowledge-
intensive company, NPP as a percentage of sales
increased from 27% in 2020 to 28% in 2021
stronger profit margins
With the divestment of the majority of PTIC, Croda
will be a Purpose-driven company focused on two
attractive sectors that will deliver consistent sales
growth and even stronger profit margin. Each of the
two sectors comprises four businesses, all offering
superior sales growth, at least one and a half times
GDP. Each can deliver margins above 20% and
return on invested capital (ROIC) of at least twice
our cost of capital. We will target an expanded
organic capital investment programme to access
faster growth, supported by selective acquisitions of
adjacent technologies.
Consumer Care is already recognised as the
leading innovator in ingredients and fragrances for
the personal care and home care markets. Our
future vision is to be the global leader in sustainable
solutions in these premium markets. This will be
achieved by delivering sustainable ingredients,
supported by performance data and ingredient
transparency, and by being the leader in product
formulation and application technologies.
Consumer Care is focused on high value niches in
the faster growing markets of skin care, hair care,
solar protection, fabric and surface care, and
fragrances. Our strategy is to Strengthen to Grow
Consumer Care, to deliver mid-single digit
percentage sales growth at strong margins. This will
be delivered by developing more sustainable
ingredients; leveraging our capability to deliver
formulation solutions; by driving innovation in
premium markets, with Croda providing a ‘one stop
shop’ to ‘Indie’ customers; and by expanding our
presence in high growth regions, with increased
investment in China, expected to drive 70% of
Asian growth between 2021 and 2025.
Within Consumer Care’s four businesses, this
strategy is being achieved by:
• Scaling our market leadership in Beauty
Actives in peptides, botanicals and
biotechnology, expanding our geographic
footprint and leveraging selective acquisitions;
Amplifying our positive impact by funding the Croda Foundation
This year we have taken a big step towards achieving our ambition of expanding the reach
of our smart science to permanently improve more lives by funding the Croda Foundation.
As part of its charitable remit, the independent Foundation issues grants for critical
projects to support livelihoods and communities. Initial projects funded by the Foundation
are benefitting people in the US facing food insecurity, supporting vulnerable mothers in
Kenya, and unemployed, blind and partially sighted people in South Africa, who are being
trained as food tasters to enable them to participate in the local economy.
The Foundation also distributed grants specifically focused on health infrastructure projects,
improving access to vaccines, and tackling vaccine hesitancy in India, Uganda and Brazil.
By funding the Croda Foundation, we are making a bigger impact on communities across
the world.
Rommel Moseley, Executive Director Croda Foundation, said: “The Foundation has been
established on Croda’s firm commitment to be People Positive by 2030. Our priority areas
approved by our trustees are to improve health and wellbeing, reduce hunger and poverty,
and protect and restore forest and ecosystems.”
To read more about the Croda Foundation see our 2021 Sustainability Report
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• Strengthening Beauty Care, with sustainable
effect ingredients and a full service
formulation capability, supported by
ingredient data to underpin our customers’
product claims;
• Unlocking the potential of F&F, by driving the
benefits of integration synergies through
expanding Croda’s presence in emerging
markets and providing Iberchem with access
to Croda’s developed market presence, such
as the US and Brazil, while supporting
one-stop-shop formulations which combine
high performance Croda ingredients with
Iberchem’s on-trend fragrances and
developing more natural fragrances; and
• Accelerating Home Care in sustainable
cleaning, fabric care technologies and
sensory benefits.
Life Sciences is today well established as a leading
supplier of delivery systems to pharmaceutical and
crop science customers through high quality
ingredients and unique purification and synthesis
know-how. Our future vision is to become the
global leader in biopharma drug delivery in Health
Care, alongside our leadership in sustainable
delivery systems for Crop Care. This will be
achieved by delivering solutions and systems to
customers; leveraging our leadership in synthesis,
formulation and application technology know-how;
expanding sustainable technology platforms;
and increasing our expertise in complex
formulation systems.
Our strategy is to Expand to Grow Life Sciences to
deliver high single digit percentage sales growth
with a strong return on sales. Within the four Life
Sciences businesses, this strategy is being
achieved by:
• Expanding our platforms in Patient Health.
Our established speciality excipient platform
provides high purity delivery systems for
therapeutic drug applications, such as
oncology, and is growing rapidly, providing
the excipients of choice for the newest
biologic drug innovations. To this we have
added two new platforms – vaccine
adjuvants in 2018, providing the important
accelerator to a range of new global
vaccines; and lipid systems in 2020, the
preferred solution for the developing science
of nucleic acid delivery (e.g. mRNA), which is
expected to revolutionise medical delivery in
the next decade. Our strategy is to identify
and acquire new platforms, and grow them
organically with rapid, agile investment;
• Continuing to grow in Consumer and
Veterinary Health, through oral care, topical
application and animal health solutions;
• Innovating in Crop Protection. We are
developing an industry-leading range of low
carbon, bio-based and biodegradable
delivery systems, alongside systems for next
generation biopesticide delivery and crop
nutrition, as the world reduces its
dependence on chemical solutions; and
• Creating long-term partnerships in Seed
Enhancement. This includes providing seed
coatings and pellets that are free from
micro-plastics and developing technologies to
stimulate plant growth.
Deploying capital
Our transition to a pure-play Consumer Care and
Life Sciences company will allow us to deploy
capital into the rich seam of growth opportunities in
these markets, whilst maintaining our discipline of
careful capital allocation to projects which generate
superior returns on capital. This will allow us to
continue to scale our consumer, health and crop
care technologies and deliver consistent sales
growth and an even stronger profit margin. Our
priority is organic capital expenditure to take
advantage of the significant growth opportunities
available in higher returning life science and
consumer markets. This will be supplemented by
selective acquisition of disruptive technologies in
existing and adjacent markets to accelerate
strategic delivery.
We are unlocking the value of £1.2bn of investment
in the last two years in acquisitions and capacity
expansion. Our preferred approach is to ‘buy and
build’, as exemplified by our investment in Life
Sciences since 2015, where we have secured new
technology platforms and know-how through
modest acquisition spends, such as Incotec seed
enhancement, Biosector vaccine adjuvants and
Avanti lipid systems, then built scale through
organic investment.
In Life Sciences, drug delivery offers a significant
growth opportunity, much of which can now be
delivered through organic investment, although we
will continue to look for additional delivery
technologies to complement our three successful
platforms. In addition to over £70m invested in
2021, we have committed a similar amount in
future capital expenditure to reinforce our leading
position in drug and vaccine systems. This
investment programme will include expanding our
lipid systems capability in the US and UK.
In Consumer Care, our investment focuses on
expanding sustainable technologies, such as mild
surfactants and innovative proteins for clothes care,
to meet developing customer demand. We will also
invest in increasing geographic coverage,
particularly in fast growth markets, such as Asia.
The sector will also benefit from investment in
biotechnology and decarbonisation. This will
continue to be supplemented by careful acquisition
of adjacent technology bolt-ons, particularly those
which can accelerate our transition to greater use of
natural raw materials, an important differentiator in
consumer markets.
Outlook
Growth is expected to continue in 2022 in line
with our medium-term expectations. This should
be supported by robust consumer demand,
inflation cost recovery and the benefit of our recent
investments more than offsetting moderation in
customer restocking. Lipid systems sales are
expected to be at a similar level to 2021. With an
increasing proportion of sales coming from higher
value add solutions, profit margins in Consumer
Care and Life Sciences are expected to
remain strong.
The combination of our differentiated business
model, healthy innovation pipeline and current
investment programme are expected to underpin
performance and continue to generate value for all
our stakeholders.
Steve Foots
Group Chief Executive
The Strategic Report was approved by the
Board on 28 February 2022 and signed on
its behalf by Steve Foots.
Croda International Plc
Annual Report and Accounts 2021 13
Market themes
The megatrends shaping our markets
Of the megatrends which will drive growth across Croda,
three common themes are sustainability, emerging markets
and digital.
Industry trends
Opportunity for Croda
Sustainability • Climate change, biodiversity loss and rising
inequality are changing consumer demands,
making sustainability as big a driver of consumer
choice as performance.
• This is reflected in broader and stricter regulations,
increasing barriers to entry.
• The chemicals industry is acknowledged to be
‘hard to decarbonise’, with its reliance on
petrochemical raw materials and heat-intensive
operations.
• Leverage our leadership positions in renewable
raw materials and biotechnology, as well as our
asset-light operations and investment in
sustainability over many decades, to meet
changing consumer demands.
• Create new market niches through novel and
sustainable product offerings.
• Win market share by providing sustainable
alternatives to ingredients manufactured by
incumbent suppliers.
Emerging
markets
• Growing consumption and an expanding middle
class in emerging markets is increasing demand
for consumer goods and health care.
• Three quarters of the world’s food is also
• Focus investment on faster growth markets
outside of North America and Europe, such
as China which is forecast to be the fastest
growing consumer market 2021-2025.
produced by developing countries, with crop land
area increasing quickly, putting more pressure on
resources.
• Leverage our global footprint and direct selling
model to help smaller, regional customers get
to market quickly.
• Market structures are still developing in many of
• Put a particular emphasis on governance,
these countries.
sustainability and business ethics in
developing markets.
Digital
• 60% of the world’s population is connected to the
internet and regularly use social media, disrupting
many industries.
• Leverage our position as a responsible,
purpose-driven company by being transparent
with the information that we share.
• Digital is accelerating the speed at which new
• Capitalise on the opportunities digital creates
trends are adopted and lowering the barriers to
entry for our customers.
to be a more sustainable, innovative and
customer-driven company.
• Consumers want to know more about the
products they use and the companies they
purchase from.
• Engage directly with people anywhere,
particularly new, digitally enabled customers.
See Our strategy
P20
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Croda International Plc
Annual Report and Accounts 2021
Market themes
The megatrends shaping our markets
Of the megatrends which will drive growth across Croda,
three common themes are sustainability, emerging markets
and digital.
Leveraging expertise in sunscreens for Asian markets
There are over three million cases of skin cancer globally each year, responsible for tens of thousands of deaths. Our range of sunscreens meet
a clear need and are an important pillar of our sustainability Commitment to be People Positive by 2030. Our capability is in mineral inorganic
sunscreen filters that are the natural choice, certified by regulators, and are coral safe – a key concern with organic sunscreens that currently
dominate the market and can be destructive to coral reefs in the oceans.
To meet the needs of consumers in different regions of the world we are adapting our formulations for different skin types, skin tones and
consumer preferences. For example, R&D teams across Asia worked collaboratively to optimise our sunscreen ingredients for consumers in the
Asian market. Detailed market evaluation identified demand for a sunscreen offering a high level of protection with a translucent-to-transparent
finish and no white smearing.
The sensory evaluation and data analysis undertaken provided insights that enabled our R&D teams to develop ingredients that have seen high
levels of interest from customers across Asian markets.
Dr. Jasmine Leong, Technology Development Manager, said: “Croda has its own group of sensory experts who can characterise cosmetics
products with precision and reproducibility. Our expertise within sun care has allowed us to understand the sensory behaviour and consumer
expectations, thereby helping the formulators in optimising the product.”
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Industry trends
Opportunity for Croda
Consumer Care response
Life Sciences response
Sustainability • Climate change, biodiversity loss and rising
inequality are changing consumer demands,
• Leverage our leadership positions in renewable
raw materials and biotechnology, as well as our
making sustainability as big a driver of consumer
asset-light operations and investment in
choice as performance.
• This is reflected in broader and stricter regulations,
sustainability over many decades, to meet
changing consumer demands.
increasing barriers to entry.
• Create new market niches through novel and
• The chemicals industry is acknowledged to be
sustainable product offerings.
‘hard to decarbonise’, with its reliance on
• Win market share by providing sustainable
petrochemical raw materials and heat-intensive
alternatives to ingredients manufactured by
operations.
incumbent suppliers.
• We have established Consumer
Care as a sustainability-driven
sector to meet consumer demands
for products that are ‘green’,
‘clean’ and ‘conscious’.
• We are differentiated by science
and sustainability, providing
ingredients that are the most
effective and the most sustainable.
• We are the leading innovator for delivery
systems in Life Sciences, providing targeted
solutions that help customers meet their
sustainability challenges.
• We have added seed enhancement and
biostimulants to our crop care capabilities, in
recognition that in future, more seeds will be
treated before they are sown and fewer
chemicals will be applied to growing crops.
• To improve the health and wellbeing of
consumers, we are expanding our
technology platforms, enabling the effective
delivery of vaccines and next-generation
therapeutics.
Emerging
markets
• Growing consumption and an expanding middle
• Focus investment on faster growth markets
class in emerging markets is increasing demand
outside of North America and Europe, such
for consumer goods and health care.
• Three quarters of the world’s food is also
as China which is forecast to be the fastest
growing consumer market 2021-2025.
produced by developing countries, with crop land
• Leverage our global footprint and direct selling
area increasing quickly, putting more pressure on
model to help smaller, regional customers get
• Market structures are still developing in many of
• Put a particular emphasis on governance,
resources.
these countries.
to market quickly.
sustainability and business ethics in
developing markets.
• We ‘think global’ and ‘act local’.
• We are enhancing our people,
technical, and manufacturing
capabilities in China and other
countries in North Asia.
• We are leveraging Iberchem’s
network of 3,000 customers, more
than 80% of whom are outside
Europe and North America.
• We are growing our Crop Care business in
Latin America, Asia and the Middle East, and
expanding our reach to smaller customers
beyond the major crop science companies.
• Asia is a priority for our Health Care business
with new product registrations in China
complemented by strengthened regulatory
support to accelerate approvals; Japan,
Korea and India are also a focus for
investment.
Digital
• 60% of the world’s population is connected to the
• Leverage our position as a responsible,
internet and regularly use social media, disrupting
purpose-driven company by being transparent
many industries.
with the information that we share.
• Digital is accelerating the speed at which new
• Capitalise on the opportunities digital creates
trends are adopted and lowering the barriers to
to be a more sustainable, innovative and
entry for our customers.
customer-driven company.
• Consumers want to know more about the
• Engage directly with people anywhere,
products they use and the companies they
particularly new, digitally enabled customers.
purchase from.
• Our R&D teams are adopting digital knowledge management, enabling enhanced use of
data science and faster innovation.
• Our operations teams are adopting AI; for example, our Seed Enhancement business has
used AI to improve the quality of high-value tomato seeds.
• Our sales and marketing teams are utilising digital communication tools, such as Live Chat
and new websites specifically written for Chinese customers, to connect directly with
customers in particular market segments, such as pharmaceutical researchers and
independent brands.
See Our strategy
P20
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Croda International Plc
Annual Report and Accounts 2021
Sandra Breene,
President Regional
Delivery:
Our focus in 2021 has been to listen more
closely to the voice of our customer; we
developed a comprehensive survey which has
been rolled out globally to understand the things
that are of most importance to our customers
and how we are performing against them.
Sustainability makes strong commercial sense
for our customers. As consumers become
more educated about the impact of their
behaviour on the wider environment, they are
looking to make choices in the products that
they buy so that they can make a positive
contribution to living more sustainably.
Consumer requirements differ country-by-
country and whilst emerging markets are
recovering more slowly from COVID-19, they
are increasingly setting new trends. They
offer higher growth rates over the medium
term, particularly in Asia where China’s
personal care market is growing 9% a year.
We tailor our offering to those differing needs
by listening to our customers wherever
they are.
Almost all customers have experienced huge
growth in digital sales during the COVID-19
pandemic, accelerating trends we were
already seeing in our markets. Digital is a huge
disruptor and our digital strategy focuses on
R&D and production as well as sales &
marketing, helping us bring innovation to
market faster and in a more targeted way.
Croda International Plc
Annual Report and Accounts 2021 15
Business model
Our business model
Using smart science to create high performance
ingredients and technologies that improve lives.
1
2
Who we rely on
What we do
We use smart science to create high performance
ingredients and technologies that improve lives. Our
ingredients deliver vital functionality to customers at
low inclusion levels, giving us strong pricing power
and allowing us to prioritise profit growth, ahead of
sales, ahead of volume. We operate globally and are
focused on high-value niches in life science and
consumer markets.
Create
Engage
Leveraging our position as the
leading innovator in our selected
markets, we meet consumer
needs by continuously expanding
our portfolio of 6,000 sustainable
and innovative ingredients,
supported by claims validation,
quality testing, sustainability data
and regulatory insight.
By building direct relationships
with customers, rather than using
distributors, and collaborating
with them at Croda innovation
centres around the world, we gain
a detailed understanding of their
needs helping us to identify
new opportunities.
Make
Sell
We use resources safely and
responsibly at our manufacturing
sites around the globe, running
flexible operations that have a
lower capital intensity than most
chemical sector peers.
We have a unique direct selling
model encompassing local sales,
technical resource and
warehousing, selling ingredients to
around 17,000 customers ranging
from multinational companies to
regional and independent brands.
Priority SDGs
37%
NPP as a
% of total sales
(2020: 27%)
36
new open innovation
projects initiated
Innovation partners
Our innovation model combines internal R&D with
external technology investments and partnerships,
providing opportunities to collaborate with
universities and SMEs. This innovation ecosystem
is unique, with R&D advances increasingly driven
by these partnerships. Our partners contribute to
the high proportion of NPP we sell and the
continued differentiation of our portfolio. In return,
our shared knowledge helps them to advance
science, secure funding and make breakthroughs
that benefit society.
Employees
We have a growing global employee base with
more than a quarter of employees now located in
Asia serving faster-growth markets. Recent
acquisitions have increased the proportion of
people in science-based roles. Improving
workforce diversity is benefitting innovation by
expanding the range of thinking in our company.
Our model is decentralised, facilitating faster
decision-making delegated to colleagues who are
close to customers. Our clear sense of Purpose
and sustainability Commitment, underpinned by
high levels of employee share ownership, ensures
that everyone pulls together to achieve our goals.
This is reflected in strong engagement and high
employee retention rates.
84%
UK employee share
scheme participation
(2020: 85%)
60%
Non-UK employee
share scheme
participation
(2020: 63%)
8%
Voluntary employee
turnover
(2020: 5%)
Suppliers
representing
65%
of our spend have
been evaluated for
their responsible
practices
(2020: 50%)
Suppliers
Most of Croda’s organic raw materials are
bio-based (originating primarily from palm
derivatives, corn, castor, rapeseed, coconut and
sunflower oils), enabling us to provide alternatives
to fossil-based ingredients. Using natural
resources brings with it responsibility to ensure
there are no negative societal or environmental
impacts as well as ensuring security of supply. We
partner with suppliers to improve sustainability
practices in supply chains and commit to sharing
the benefits equitably.
16
Croda International Plc
Annual Report and Accounts 2021
Business model
Our business model
Using smart science to create high performance
ingredients and technologies that improve lives.
Why
we are
different
• Strong sense of Purpose
• Agile, decentralised operating model; ‘One Croda’ culture
• High proportion of renewable raw materials
• Long-standing leadership and investment in sustainability
• Long-term sustainability strategy in place
• Global footprint with local sales, R&D and warehousing
• Collaborative, open innovation model
• Flexible, capital-light operations
• Direct-to-customer selling model rather than
using distributors
• Broad customer base, large and small
• Compete on value rather than price
• Focused on high-value niches
• Top returning FTSE 350 company over the last 20 years
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3
Who we rely on
What we do
Who we create value for
See Stakeholder
engagement
P18
37%
NPP as a
% of total sales
(2020: 27%)
36
Innovation partners
Our innovation model combines internal R&D with
external technology investments and partnerships,
providing opportunities to collaborate with
universities and SMEs. This innovation ecosystem
is unique, with R&D advances increasingly driven
by these partnerships. Our partners contribute to
the high proportion of NPP we sell and the
continued differentiation of our portfolio. In return,
new open innovation
our shared knowledge helps them to advance
projects initiated
science, secure funding and make breakthroughs
that benefit society.
Employees
We have a growing global employee base with
more than a quarter of employees now located in
Asia serving faster-growth markets. Recent
acquisitions have increased the proportion of
people in science-based roles. Improving
workforce diversity is benefitting innovation by
expanding the range of thinking in our company.
Our model is decentralised, facilitating faster
decision-making delegated to colleagues who are
close to customers. Our clear sense of Purpose
and sustainability Commitment, underpinned by
high levels of employee share ownership, ensures
that everyone pulls together to achieve our goals.
This is reflected in strong engagement and high
employee retention rates.
84%
UK employee share
scheme participation
(2020: 85%)
60%
Non-UK employee
share scheme
participation
(2020: 63%)
Voluntary employee
8%
turnover
(2020: 5%)
Suppliers
Suppliers
representing
65%
Most of Croda’s organic raw materials are
bio-based (originating primarily from palm
derivatives, corn, castor, rapeseed, coconut and
sunflower oils), enabling us to provide alternatives
of our spend have
been evaluated for
to fossil-based ingredients. Using natural
resources brings with it responsibility to ensure
their responsible
there are no negative societal or environmental
practices
(2020: 50%)
impacts as well as ensuring security of supply. We
partner with suppliers to improve sustainability
practices in supply chains and commit to sharing
the benefits equitably.
We use smart science to create high performance
ingredients and technologies that improve lives. Our
ingredients deliver vital functionality to customers at
low inclusion levels, giving us strong pricing power
and allowing us to prioritise profit growth, ahead of
sales, ahead of volume. We operate globally and are
focused on high-value niches in life science and
consumer markets.
Create
Engage
Leveraging our position as the
leading innovator in our selected
markets, we meet consumer
needs by continuously expanding
our portfolio of 6,000 sustainable
and innovative ingredients,
supported by claims validation,
quality testing, sustainability data
and regulatory insight.
By building direct relationships
with customers, rather than using
distributors, and collaborating
with them at Croda innovation
centres around the world, we gain
a detailed understanding of their
needs helping us to identify
new opportunities.
Make
Sell
We use resources safely and
responsibly at our manufacturing
sites around the globe, running
flexible operations that have a
lower capital intensity than most
chemical sector peers.
We have a unique direct selling
model encompassing local sales,
technical resource and
warehousing, selling ingredients to
around 17,000 customers ranging
from multinational companies to
regional and independent brands.
Priority SDGs
Employees
Communities
Society
We have 6,135 (2020: 5,684) employees globally,
all of whom received a Living Wage in 2021. We
increased the proportion of women in leadership roles to
36% in 2021, in line with our commitment to achieving full
gender balance in leadership positions.
Our employees donated 2,750 hours (2020: 2,559
hours) via our 1% Club, volunteering in their local
communities and delivering tailored support in
response to COVID-19. We are providing access
to our smart science through the Croda Foundation
which achieved charitable status and began
funding programmes to improve more lives.
We use our smart science to
improve the lives of people all around
the world (see People Positive
below). In every country in which we
operate we pay all required taxes
and have a fair taxation policy.
Customers
Consumers
Shareholders
Customer demand
Our customers seek innovative and sustainable
ingredients to differentiate their products and
meet changing consumer requirements.
Consumer requirements
Climate change, biodiversity loss, widening
inequality, changing demographics, and innovations
in digital technologies are transforming consumer
demands. See our Market themes on page 14.
~6,000
speciality ingredients
~17,000
customers worldwide
+100%
increase in sustainable
products launches since 2019
Customer product
Customers use our ingredients at low inclusion levels in
their products to deliver vital functionality, while helping
to meet their sustainability commitments, regulatory
requirements, and consumer needs.
Consumer benefit
Through our customers’ products, our
ingredients improve consumers’ lives by
addressing their needs in sustainable ways.
Croda is the top-returning
FTSE 350 company over the
last 20 years. We delivered a
record financial performance
in 2021 and made significant
progress on our non-financial
performance as we execute
our sustainability strategy.
24%
effective annual return over
20 years
Delivering our Commitment
Climate Positive
Land Positive
People Positive
We are reducing our emissions in line with our verified
Science Based Target, aligned with limiting global warming
to the 1.5˚C scenario. The majority of our raw materials are
renewable rather than petrochemical-based, delivering
product carbon footprint reductions to our customers.
We are already land net zero with our
crop and seed technologies saving more
land than is used to grow our bio-based
raw materials.
Our ingredients improve health and wellbeing, for
example in 2021 protecting 55 million people from
skin cancer, and contributing to vaccine
development projects targeting 15 of the WHO’s
24 priority diseases.
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Annual Report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021 17
Stakeholder engagement
Our stakeholder ecosystem
We continue to benefit from working closely with our stakeholders.
The strength of our relationships helps drive our success and our
positive impact on the world around us.
Section 172(1) statement
The Board of Directors confirms that during the year under review, it has acted to promote the long-term success of the Company for
the benefit of shareholders, whilst having due regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006, being:
a. the likely consequences of any decision in the long-term; b. the interests of the Company’s employees; c. the need to foster the
Company’s business relationships with suppliers, customers and others; d. the impact of the Company’s operations on the community
and the environment; e. the desirability of the Company maintaining a reputation for high standards of business conduct; and f. the need to
act fairly between members of the Company. The information on pages 16 to 19 in the Strategic report should be read in conjunction with
the information provided in the Corporate governance report on pages 68 to 71. The content on these pages constitutes our s.172
statement, as required under the Companies (Miscellaneous Reporting) Regulations 2018.
See how the Board engage with our stakeholders
P68
Engaging with our stakeholders
Our
people
Our innovation
partners
Our
suppliers
Our
customers
We employ over 6,000 people
across 105 locations in 39
countries around the world. We
engage with them through pulse
surveys and listening groups as
well as regular team meetings.
In 2021 we implemented an
eight-point plan to support the
wellbeing of our employees.
With the strategic review of our
industrial businesses also
underway, a key priority has
been communicating openly
with our employees, recognising
that the engagement and
wellbeing of all employees is a
cornerstone of our success.
We engage with universities,
SMEs, research institutes and
our customers through our work
with them on R&D projects. We
added another 48 partners to
our open innovation network in
2021 and ran more than 100
active projects during the year.
Our R&D advances are
increasingly driven by innovation
partnerships and a growing
focus of these partnerships is
biotechnology, with access to
external facilities and specialist
expertise complementing
continued investment internally.
Suppliers play a critical role in
ensuring we can deliver
innovative ingredients to
customers. With the appointment
of a Head of Sustainable
Sourcing we are engaging with
suppliers so they understand our
expectations and align their
practices with our values and
standards. We have also
partnered with EcoVadis as our
framework for sustainability
monitoring. As most of our
carbon emissions are associated
with our supply chain, we
conducted lifecycle assessments
for more than three quarters of
our raw materials, significantly
enhancing our understanding of
our scope 3 carbon emissions.
With customers ranging from
large multi-nationals to regional
and independent brands, we
engage with them via our direct
selling model and at local
innovation centres around the
world. In 2021 we enhanced this
engagement with personalised
digital communications, and
listened more closely to the
voice of the customer through a
comprehensive global survey.
This engagement develops
unique customer intimacy and
enables us to gain significant
insight into customer challenges,
helping to drive our innovation
pipeline.
Wellbeing activities
Innovation partners
Suppliers representing
>100
579
65%
Voice of the customer
programme
3,000
wellbeing activities were held in
2021
partners complement internal R&D
investments
of spend have been assessed by
EcoVadis for responsible practices
customer responses across
49 countries
See Delivering value through
our culture
P36
See Identifying unmet needs
P4
Read more on our supplier
partnerships in our 2021
Sustainability Report
P41
See ’Customer insights’
case study in our 2021
Sustainability Report
P39
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Annual Report and Accounts 2021
Stakeholder engagement
Our stakeholder ecosystem
We continue to benefit from working closely with our stakeholders.
The strength of our relationships helps drive our success and our
positive impact on the world around us.
Section 172(1) statement
The Board of Directors confirms that during the year under review, it has acted to promote the long-term success of the Company for
the benefit of shareholders, whilst having due regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006, being:
a. the likely consequences of any decision in the long-term; b. the interests of the Company’s employees; c. the need to foster the
Company’s business relationships with suppliers, customers and others; d. the impact of the Company’s operations on the community
and the environment; e. the desirability of the Company maintaining a reputation for high standards of business conduct; and f. the need to
act fairly between members of the Company. The information on pages 16 to 19 in the Strategic report should be read in conjunction with
the information provided in the Corporate governance report on pages 68 to 71. The content on these pages constitutes our s.172
statement, as required under the Companies (Miscellaneous Reporting) Regulations 2018.
See how the Board engage with our stakeholders
P68
Engaging with our stakeholders
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Investor engagement on sustainability
Over 8% of Croda’s shares are owned by
specialist ESG investors compared with an
average of 2% for the chemicals sector,
reflecting our leadership position on
sustainability.
We are pleased that the growth in ESG investors
has been accompanied by increased two-way
engagement with shareholders as they look to
understand broader non-financial aspects of
our business.
In November, the Executive Committee
supported by our Plc Board undertook a
detailed annual review of our sustainability
strategy. The review was also supported by
Legal & General Investment Management (LGIM)
who actively participated in the event.
LGIM provided an overview of their investment
process which includes an assessment of
companies based on their purpose and impact
using the UN SDGs as the framework, so is well
aligned with Croda’s approach. They outlined
their requirements from companies and specific
strengths and areas of improvement for Croda.
Matthew Courtnell (pictured right) of Legal &
General Investment Management, said: “As
investors we are keen to support and encourage
companies on the ESG journey and are always
open to engagement on all areas of the business.”
Our
people
Our innovation
partners
Our
suppliers
Our
customers
Regulators and
trade associations
Non-governmental
organisations (NGOs)
Our communities
Our shareholders
We employ over 6,000 people
We engage with universities,
Suppliers play a critical role in
With customers ranging from
across 105 locations in 39
SMEs, research institutes and
ensuring we can deliver
countries around the world. We
our customers through our work
innovative ingredients to
large multi-nationals to regional
and independent brands, we
engage with them through pulse
with them on R&D projects. We
customers. With the appointment
engage with them via our direct
surveys and listening groups as
added another 48 partners to
of a Head of Sustainable
selling model and at local
well as regular team meetings.
our open innovation network in
Sourcing we are engaging with
innovation centres around the
In 2021 we implemented an
2021 and ran more than 100
suppliers so they understand our
world. In 2021 we enhanced this
eight-point plan to support the
active projects during the year.
expectations and align their
engagement with personalised
wellbeing of our employees.
Our R&D advances are
practices with our values and
digital communications, and
With the strategic review of our
increasingly driven by innovation
standards. We have also
listened more closely to the
industrial businesses also
underway, a key priority has
been communicating openly
partnerships and a growing
partnered with EcoVadis as our
voice of the customer through a
focus of these partnerships is
framework for sustainability
comprehensive global survey.
biotechnology, with access to
monitoring. As most of our
This engagement develops
with our employees, recognising
external facilities and specialist
carbon emissions are associated
unique customer intimacy and
that the engagement and
expertise complementing
with our supply chain, we
enables us to gain significant
wellbeing of all employees is a
continued investment internally.
conducted lifecycle assessments
insight into customer challenges,
cornerstone of our success.
for more than three quarters of
helping to drive our innovation
our raw materials, significantly
pipeline.
enhancing our understanding of
our scope 3 carbon emissions.
We engage and share expertise
with regulators and trade
associations, contributing best
practice, helping set minimum
industry standards, and ensuring
our own compliance. During
2021 we participated in COP26
and contributed to due diligence
for impending legislation.
We also joined Together
for Sustainability, a chemical
industry collaboration, through
which we are working to set
industry-wide standards for data
sharing to promote supply chain
transparency.
NGOs perform a valuable
function, engaging with
businesses to encourage them
to take responsibility for their
impacts and guiding effective
disclosure. We value the insight
we gain from our engagement
with NGOs which helps us
maximise our positive impact
and drive the industry towards
more sustainable practices.
During 2021 we supported a
resolution proposed by WWF
and other members of Action
for Sustainable Derivatives to
enhance the robustness of the
sustainable palm oil supply
chain that was successfully
endorsed by RSPO, the global
standards body.
Engaging with our local
communities to maintain positive
relationships and acting
responsibly, safely and
sustainably are critical to our
success. Our employees are
active members of their
communities. During 2021, our
communities benefitted from our
long-standing volunteering
programme, educational
outreach and tailored support in
response to COVID-19. In
addition, the Croda Foundation
received Charity Commission
approval enabling it to
commence supporting projects
aligned with the UN SDGs.
We maintain open dialogue
with shareholders as the
owners of our Company and
main source of long-term
funding. Digital communication
is facilitating more regular
investor engagement with
meetings conducted with over
500 investors in 2021. We are
also engaging with
shareholders on a broader
range of non-financial topics.
In 2021 we hosted a virtual
event to launch our
Sustainability Report, helping
investors understand our
non-financial performance.
Wellbeing activities
Innovation partners
Suppliers representing
programme
Voice of the customer
Number of members of
Together for Sustainability
Manufacturing sites
processing
Croda Foundation
>100
2021
579
investments
65%
3,000
EcoVadis for responsible practices
49 countries
wellbeing activities were held in
partners complement internal R&D
of spend have been assessed by
customer responses across
33
members working together
to promote supply chain
transparency
99%
6
of our palm oil derivatives are
RSPO supply chain certified
initial projects supported through
£3m of funding
across virtual and physical
meetings
Number of investors
met in 2021
>500
See Delivering value through
See Identifying unmet needs
P4
our culture
P36
Read more on our supplier
partnerships in our 2021
Sustainability Report
P41
See ’Customer insights’
case study in our 2021
Sustainability Report
P39
See Driving growth through an
embedded strategy
P34
See Strategy in action
P32
Read more on our community
engagement in our 2021
Sustainability Report
P33
See Investor engagement
P71
18
Croda International Plc
Annual Report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021 19
Our strategy
Sustainability + Innovation = Growth
Over the last 18 months we have accelerated key elements of
our strategy to progress our transition to a dedicated Consumer Care
and Life Sciences company. Across these markets, sustainability together with
innovation will drive our future growth. We are focused on implementation,
working in partnership with our customers and suppliers, to deliver on our
Purpose of using Smart science to improve livesTM.
Group strategic objective
KPIs
Risks
See Key Performance Indicators
P44
See Risk management
P53-55
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Sustainability
Aligning our business
with our Purpose and
accelerating our
customers’ transition to
sustainable ingredients.
• Total Recordable Injury Rate
• Absolute scope 1 and 2 emissions
and intensity
• Land area saved
• Health and wellbeing
• Climate, Land and People Positive
KPIs are used for executive
remuneration (see page 88)
• Delivering sustainable solutions
• Product quality
• Loss of significant manufacturing site
• Ethics and compliance
Innovation
The lifeblood of our
business, we seek to
increase the proportion
of NPP (New and Protected
Products) that we sell.
Growth
Consistent top and
bottom-line growth, with
profit growing ahead of
sales, ahead of volume.
• NPP as % of Group sales
• An NPP metric is used for
executive remuneration (see
page 88)
• Product and technology
innovation and protection
• Digital technology innovation
• Our people — culture, wellbeing,
talent development and retention
• Revenue generation
• Management of business change
• Our people — culture, wellbeing,
talent development and retention
• Sales growth (%)
• Return on sales (%)
• Adjusted basic earnings per
share (EPS)
• Operating profit, earnings per
share growth as well as relative
Total Shareholder Return are
metrics used for executive
remuneration (see page 88)
20
Croda International Plc
Annual Report and Accounts 2021
Our strategy
Sustainability + Innovation = Growth
Over the last 18 months we have accelerated key elements of
our strategy to progress our transition to a dedicated Consumer Care
and Life Sciences company. Across these markets, sustainability together with
innovation will drive our future growth. We are focused on implementation,
working in partnership with our customers and suppliers, to deliver on our
Purpose of using Smart science to improve livesTM.
Investing in natural fragrances
In June 2021 we built on the foundation that Iberchem
has provided in the fragrances and flavours market with
the acquisition of Parfex, a fine fragrance business
based in Grasse in the South of France. Grasse has
been the centre of the world’s perfume industry since
the 18th century. It is blessed with abundant natural
fragrance sources, producing two thirds of the natural
raw materials used by the French perfume industry.
Parfex employs a dedicated team of perfumers working
on natural fragrances and has recently launched a new
renewable range. We are creating a new R&D facility
which will become the creation centre for natural,
sustainable, biodegradable and fine fragrances
within Croda.
The new R&D centre will provide more than 2,000
square metres of laboratory and office space.
Sustainability and the customer experience were at the
heart of the design of the new centre. The centre
incorporates a ‘green’ roof with fragrance vegetation
and the space has been designed to enable
collaboration with our customers, perfumers and R&D
specialists. This investment in natural fragrances for
premium personal care and fine perfumery is a potential
differentiator in the fragrance markets.
Alexandre Levet, Sales Director at Parfex, said: “The
launch of our new renewable range of fragrances has
been well received by customers and the new,
cutting-edge R&D facility will spur the creation of new
natural fragrances and sustainable products.”
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2021 progress and ongoing priorities
Group strategic objective
KPIs
Risks
Croda
Consumer Care
Life Sciences
See Key Performance Indicators
P44
See Risk management
P53-55
See Chief Executive’s review
P10
See Sector review: Consumer Care
P24
See Sector review: Life Sciences
P26
We are committed to being the world’s
most sustainable supplier of innovative
ingredients.
We are Strengthening to Grow Consumer
Care to deliver mid-single digit percentage
sales growth at strong margins.
We are Expanding to Grow Life Sciences
to deliver high single digit percentage
sales growth with a return on sales similar
to current levels.
• 1.5°C Science Based Target verified
• Implementing decarbonisation roadmaps
for our sites; quantified capex required
• Completed periodic reassessment of our
material issues and climate related risks
and opportunities
• Croda Foundation established to
permanently improve more lives
• Established Consumer Care as a new
sustainability solutions provider in
premium markets
• Acquired Alban Muller to accelerate our
transition to more natural raw materials
• Selling our ECO range of bio-based
products to replace petrochemical-
based surfactants in Home and
Personal Care products
• Meeting the sustainability challenges of
Crop Care customers with low carbon,
bio-based and biodegradable delivery
systems
• More than doubled number of World
Health Organisation (WHO) vaccine
projects we are working on, to support
vaccines for 15 of the WHO’s 24
priority diseases
• Enhancing our own innovation centres and
• Embracing biotechnology, as well as
network of open innovation partners
• Established new centre for biotechnology
chemistry, to develop more sustainable
ingredients
process design and optimisation
• Strengthened our Plant Cell Culture
• Investing in digital across all areas of our
business model including AI and data
mining for knowledge management
capability in Beauty Actives
• Becoming more knowledge-intensive;
44% NPP as % total sales (2020: 38%)
• Developing next generation sustainable crop
care delivery systems based on biologics
• Working on over 150 COVID-19 applications
• Secured 130 new customers and 250 new
programmes, two thirds for non-COVID
applications
• Becoming more knowledge-intensive;
48% NPP as % total sales (2020: 27%)
• Sales growth (%)
• Return on sales (%)
• Adjusted basic earnings per
share (EPS)
• Operating profit, earnings per
share growth as well as relative
Total Shareholder Return are
metrics used for executive
remuneration (see page 88)
• Revenue generation
• Management of business change
• Our people — culture, wellbeing,
talent development and retention
• Agreed divestment of the majority of our
industrials business
• Increasing our sales, innovation and
select manufacturing capabilities in
North Asia
• Built our presence in the fragrances and
flavours market following the Iberchem
acquisition in 2020; synergy and
integration plans on track
• Acquired Parfex, leader in fine and
natural fragrances
• Realised significant benefits from Avanti
acquisition
• Building a drug delivery business of
global scale to unlock future
opportunities in mRNA and gene
therapy applications
• Expanded our French-based botanical
• Doubled capacity in three key patient
ingredients in China
health care technologies
2022 strategic priorities
• Further proactive M&A
• Deliver fast growth in China
• Scale biotechnology
• Do the basics brilliantly
2022 strategic priorities
2022 strategic priorities
• Expand full formulation service in
• Expand range of applications for patient
premium markets
health technologies
• Invest to build on strong sales in China
• Deliver planned Iberchem revenue synergies
• Grow sales of ECO to personal and home
• Continue to scale-up operations
• Invest in resource in higher growth regions
• Accelerate development of biopesticide
care customers
delivery systems
20
Croda International Plc
Annual Report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021 21
Sustainability
Aligning our business
with our Purpose and
accelerating our
customers’ transition to
sustainable ingredients.
• Total Recordable Injury Rate
• Delivering sustainable solutions
• Absolute scope 1 and 2 emissions
• Product quality
• Loss of significant manufacturing site
• Ethics and compliance
and intensity
• Land area saved
• Health and wellbeing
• Climate, Land and People Positive
KPIs are used for executive
remuneration (see page 88)
• NPP as % of Group sales
• An NPP metric is used for
• Product and technology
innovation and protection
executive remuneration (see
• Digital technology innovation
page 88)
• Our people — culture, wellbeing,
talent development and retention
M
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Innovation
The lifeblood of our
business, we seek to
increase the proportion
of NPP (New and Protected
Products) that we sell.
Growth
Consistent top and
bottom-line growth, with
profit growing ahead of
sales, ahead of volume.
Investment case
A unique proposition with
exciting growth potential
1. Focused on high growth niches
• Progressing our transition to a pure-play Consumer Care and Life Sciences company
• Improved organic sales growth
• Sector leading margins
Underlying sales growth versus 2019
(excluding lipid systems) (%)
23.6%
17.3%
25
20
15
10
5
0
Sector-leading return on sales
(%)
Average competitor EBIT margins*
36.4%
24.7%
15.3%
23.0%
40
30
20
10
0
Consumer Care
Life Sciences
Consumer Care
Life Sciences
See Chief Executive’s
review
P10
Consumer Care sector peers are Chr. Hansen, DSM, Givaudan, IFF and Symrise. Life Sciences sector peers are Kerry,
Lonza, Novozymes, WestPharma and Zoetis.
* Average competitor EBIT margins are adjusted operating profit (before interest and tax) divided by sales, as reported by
the company. Numbers are based on full year 2021 reported results.
2. A highly differentiated approach
• Unrivalled customer intimacy through direct-to-customer selling model
• Dynamic innovation engine with increasing sales from New and Protected Products
• A sustainability leader enabling customers to meet consumer and regulatory requirements
Increasing proportion of sales from NPP
Recognised for sustainability leadership
36.6%
28.1%
27.4%
40%
30%
20%
10%
0%
2019
2020
2021
See Business model
P16
22
Croda International Plc
Annual Report and Accounts 2021
Investment case
A unique proposition with
exciting growth potential
• Progressing our transition to a pure-play Consumer Care and Life Sciences company
• Improved organic sales growth
• Sector leading margins
Underlying sales growth versus 2019
(excluding lipid systems) (%)
23.6%
17.3%
Sector-leading return on sales
(%)
Average competitor EBIT margins*
36.4%
24.7%
15.3%
23.0%
40
30
20
10
0
Consumer Care
Life Sciences
Consumer Care
Life Sciences
review
P10
* Average competitor EBIT margins are adjusted operating profit (before interest and tax) divided by sales, as reported by
the company. Numbers are based on full year 2021 reported results.
2. A highly differentiated approach
• Unrivalled customer intimacy through direct-to-customer selling model
• Dynamic innovation engine with increasing sales from New and Protected Products
• A sustainability leader enabling customers to meet consumer and regulatory requirements
Increasing proportion of sales from NPP
Recognised for sustainability leadership
36.6%
28.1%
27.4%
25
20
15
10
5
0
40%
30%
20%
10%
0%
2019
2020
2021
See Business model
P16
22
Croda International Plc
Annual Report and Accounts 2021
Jez Maiden, Group Finance Director:
Croda is a unique business. Our Purpose-led culture, direct selling model, sustainability
leadership and collaborative approach to innovation all differentiate us from our peers. This has
helped drive excellent returns with Croda delivering top quartile shareholder returns over 5, 10
and 20-year time horizons. The agreement to sell the majority of our industrials businesses
progresses our transition to a pure-play Consumer Care and Life Sciences company with
leading positions in high growth niches. In line with our capital allocation policy, we will focus our
resources on delivering sustainable solutions and scaling our consumer, crop and health care
technologies. This will lead to consistent sales growth at even stronger profit margins, and higher
returns for our shareholders.
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1. Focused on high growth niches
3. Compelling financial characteristics
• Strong balance sheet
• Capital light and highly cash generative operations
• Clear capital allocation policy prioritising investment in sustainability and innovation for growth
Capital allocation policy
1
Reinvest for organic
growth – 1.5x
depreciation
See Finance review
P46
2
Provide regular
returns to
shareholders –
40-50% of adjusted
EPS
3
Acquire
complementary
and adjacent
technologies
4
Maintain appropriate
balance sheet /
return excess capital
– 1-2x leverage
target
See Chief Executive’s
Lonza, Novozymes, WestPharma and Zoetis.
Consumer Care sector peers are Chr. Hansen, DSM, Givaudan, IFF and Symrise. Life Sciences sector peers are Kerry,
4. Delivering consistent shareholder returns
• High returns on capital – 2-3x cost of capital
• 30-year track record of dividend progression
• Top quartile TSR performance over 5, 10 and 20-year time horizons
Top returning FTSE 350 company 2001-2021 (Total Shareholder Return)
Croda TSR Croda share price FTSE 350 TSR
*
n
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a
h
S
20,000
18,000
16,000
14,000
12,000
10,000
8,000
6,000
4,000
2,000
0
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
Note: Chart covers 31 December 2001 to 31 December 2021.
* Rebased to Croda’s initial share price of 241p at 31 December 2001.
Croda International Plc
Annual Report and Accounts 2021 23
Sector review
Market sectors
Beauty Actives
Beauty Care
F&F
Home Care
Consumer Care
Building a stronger
Consumer Care
David Shannon
President Consumer Care
2021 was a year of significant growth,
even compared with pre-pandemic trading,
particularly at the premium end of the market
which will continue to grow as a proportion
of our sales.
portfolio and formulation expertise that
accelerates customers’ speed to market.
We are leveraging this business model
by providing total solutions tailored to
local needs.
This year we’ve added higher growth
businesses to the Consumer Care portfolio.
The Home Care business has an impressive
growth profile based on sustainable
technology platforms. Iberchem, our
Fragrances and Flavours (F&F) business
acquired in November 2020, also has an
admirable track record of growth augmented
by revenue synergies made possible by
our ownership.
Within F&F and across Croda we are well
placed to meet the requirements of regional
and independent customers, due to a broad
We are also leveraging our leadership
position in sustainability, built on our heritage
of using renewable raw materials and
significant investment over more than a
decade. This sustainability leadership is
now bringing clear commercial benefits.
In addition, our ingredients deliver proven
efficacy underpinned by science and
innovation. We will deliver higher and more
consistent growth as the leading sustainable
and science-driven solution provider
in consumer care markets.
Sector strategy
Strengthening to Grow
Consumer Care
Sustainability
• Established Consumer Care as a new
sustainability solutions provider in premium
markets
• Acquired Alban Muller to accelerate our
transition to more natural raw materials
• Selling our ECO range of bio-based
products to replace petrochemical-based
surfactants in Home and Personal Care
products
Innovation
• Embracing biotechnology, as well as
chemistry, to develop more sustainable
ingredients
• Strengthened our Plant Cell Culture
capability in Beauty Actives
• Becoming more knowledge-intensive;
44% NPP as % total sales (2020: 38%)
Growth
• Built our presence in the fragrances and
flavours market following the Iberchem
acquisition in 2020; synergy and integration
plans on track
• Acquired Parfex, leader in fine and natural
fragrances
• Expanded our French-based botanical
ingredients in China
See Our strategy
P20
Sales
£763.0m
(2020: £527.8m)
Adjusted
operating profit
£188.5m
(2020: £146.5m)
24
Croda International Plc
Annual Report and Accounts 2021
Consumer Care comprises Croda’s leading
global position in Personal Care, F&F and
Home Care. After a challenging period for the
top-line in 2019 and a COVID-impacted 2020,
the Personal Care business returned to good
sales growth in 2021, delivered with a strong
margin. This was led by our innovative, high
value Beauty Actives business, supported by a
resurgence in consumer demand in the heritage
Beauty Care division, with total Personal Care
underlying sales 15% above 2019’s pre-
pandemic level and return on sales of 30%.
Alongside Personal Care, the Home Care
business saw excellent demand for its
innovative fabric care ingredients. Iberchem
has proven to be an excellent acquisition, with
innovation at the heart of its business, offering
customers in personal and household care
applications on-trend fragrances, particularly
for emerging markets.
Consumer Care delivered an excellent sales
performance, up 45% in reported terms to
£763.0m (2020: £527.8m). Underlying sales
were 18% higher, supplemented by 35%
growth from acquisitions and partly offset by
adverse currency translation of 8%. Within
underlying growth, price/mix was 13% higher,
reflecting growth in higher value products and
recovery of raw material price increases, with
volume 5% higher.
IFRS operating profit increased by 26% to
£168.0m (2020: £133.0m). Adjusted operating
profit increased by 29% to £188.5m
(2020: £146.5m). Return on sales declined to
24.7% (2020: 27.8%), reflecting the dilution
impact from F&F, which operates at structurally
lower margins than Personal Care.
Sector review
Market sectors
Beauty Actives
Beauty Care
F&F
Home Care
Consumer Care
Building a stronger
Sector strategy
Consumer Care
David Shannon
President Consumer Care
Strengthening to Grow
Consumer Care
Sustainability
• Established Consumer Care as a new
sustainability solutions provider in premium
markets
• Acquired Alban Muller to accelerate our
transition to more natural raw materials
• Selling our ECO range of bio-based
products to replace petrochemical-based
surfactants in Home and Personal Care
2021 was a year of significant growth,
portfolio and formulation expertise that
even compared with pre-pandemic trading,
accelerates customers’ speed to market.
particularly at the premium end of the market
We are leveraging this business model
which will continue to grow as a proportion
by providing total solutions tailored to
of our sales.
local needs.
products
Innovation
This year we’ve added higher growth
We are also leveraging our leadership
businesses to the Consumer Care portfolio.
position in sustainability, built on our heritage
ingredients
The Home Care business has an impressive
of using renewable raw materials and
growth profile based on sustainable
technology platforms. Iberchem, our
significant investment over more than a
decade. This sustainability leadership is
Fragrances and Flavours (F&F) business
now bringing clear commercial benefits.
• Embracing biotechnology, as well as
chemistry, to develop more sustainable
• Strengthened our Plant Cell Culture
capability in Beauty Actives
• Becoming more knowledge-intensive;
44% NPP as % total sales (2020: 38%)
acquired in November 2020, also has an
admirable track record of growth augmented
by revenue synergies made possible by
our ownership.
In addition, our ingredients deliver proven
Growth
efficacy underpinned by science and
• Built our presence in the fragrances and
innovation. We will deliver higher and more
flavours market following the Iberchem
consistent growth as the leading sustainable
acquisition in 2020; synergy and integration
Within F&F and across Croda we are well
and science-driven solution provider
plans on track
placed to meet the requirements of regional
in consumer care markets.
and independent customers, due to a broad
• Acquired Parfex, leader in fine and natural
fragrances
• Expanded our French-based botanical
ingredients in China
See Our strategy
P20
Sales
£763.0m
(2020: £527.8m)
Consumer Care comprises Croda’s leading
Consumer Care delivered an excellent sales
global position in Personal Care, F&F and
performance, up 45% in reported terms to
Home Care. After a challenging period for the
£763.0m (2020: £527.8m). Underlying sales
top-line in 2019 and a COVID-impacted 2020,
were 18% higher, supplemented by 35%
the Personal Care business returned to good
growth from acquisitions and partly offset by
sales growth in 2021, delivered with a strong
adverse currency translation of 8%. Within
margin. This was led by our innovative, high
underlying growth, price/mix was 13% higher,
value Beauty Actives business, supported by a
reflecting growth in higher value products and
resurgence in consumer demand in the heritage
recovery of raw material price increases, with
Beauty Care division, with total Personal Care
volume 5% higher.
Adjusted
operating profit
£188.5m
(2020: £146.5m)
underlying sales 15% above 2019’s pre-
pandemic level and return on sales of 30%.
Alongside Personal Care, the Home Care
business saw excellent demand for its
innovative fabric care ingredients. Iberchem
has proven to be an excellent acquisition, with
innovation at the heart of its business, offering
customers in personal and household care
applications on-trend fragrances, particularly
for emerging markets.
IFRS operating profit increased by 26% to
£168.0m (2020: £133.0m). Adjusted operating
profit increased by 29% to £188.5m
(2020: £146.5m). Return on sales declined to
24.7% (2020: 27.8%), reflecting the dilution
impact from F&F, which operates at structurally
lower margins than Personal Care.
Doubling the lifetime of clothes
The garment industry is responsible for 3% of global carbon
emissions. What’s more, over half the clothes we wear end up in
landfill. Extending fabric life can therefore deliver significant benefits
for the planet.
Croda has developed a range of fabric care proteins that replace
silicones and double the lifetime of clothes. Our ingredients protect
individual fibres helping our customers meet consumer demand for
renewable ingredients, sensory benefits and ‘care for clothes’.
These proteins were critical to Unilever’s relaunch of their Comfort
fabric conditioner. We are backing this technology with £30m of
investment and expect sales of tens of millions pounds a year.
Most importantly, our fabric care technology is reducing the impact
of this industry on the environment through lower carbon emissions,
reduced water use and a significant reduction in clothes disposed
in landfill.
Yong Chuan Lew (pictured), Global Business Director for Home Care
at Croda, said: “Croda continues to lead sustainable innovation
through our novel protein technology, delivering unique solutions to
help our clients to achieve their sustainability goals and meet
consumer demands. At the same time we are making a positive
contribution to the environment, demonstrating our Purpose of using
Smart science to improve livesTM.”
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2021 business performance
After recovering in the second half of 2020 from
the impacts of the first COVID-19 global
lockdown, demand from Personal Care
customers strengthened during the first half
year, particularly in luxury and premium
markets. This was driven by resurgent
consumer demand, which continued through
the balance of the year. Customers also
increased their short-term stockholding. This
growth benefitted our Beauty Actives business,
the leading innovator in the global skin care
market. Beauty Care also saw good growth in
its ingredients for sun care, cosmetics and hair
care markets, alongside continued demand for
‘at home’ use products. Innovation is focused
on natural ingredients and biotechnology to
meet growing consumer demand, with Beauty
Actives launching AmeyezingTM, a
biodegradable product with its origins in wild
ginger that improves the appearance of dark
eye circles. Beauty Care and Home Care
leveraged sustainability through the bio-based
ECO surfactants plant in the US, which enables
delivery of sustainable ingredients that deliver
identical performance to petrochemical peers.
Iberchem and Parfex have proven to be
excellent acquisitions. The integration of
Iberchem, which has more than 80% of sales in
emerging markets, is on track to deliver nearly
€50m of annualised revenue synergies by
2025, principally through leveraging the
combined global sales network. Integration has
focused on realising these revenue synergies
and helping to transition raw materials onto a
more sustainable basis. Ten target countries
have been identified for revenue synergies,
including the United States and countries in
Asia, leveraging Croda’s sales team presence.
In Brazil, a new Iberchem business and R&D
laboratory have been established at the Croda
site. Iberchem has launched new product lines
that are Ecocert-accredited as environmentally
friendly and socially conscious, as well as
biodegradable. Overall F&F sales grew double
digit percentage, despite the impacts of COVID
being more pronounced in emerging markets,
with their lower vaccination protection rates.
Strengthen to grow in Consumer Care
Consumer Care is focused on high value niches
in faster growing markets, where sustainability
and innovation are key differentiators. NPP as a
percentage of sales grew to 44% (2020: 38%).
Our strategy is to Strengthen to Grow
Consumer Care to deliver mid-single digit
percentage growth (before raw material cost
recovery) at strong margins. We are achieving
this by embracing biotechnology, in addition to
chemistry, to develop more sustainable
ingredients, by leveraging our world class
reputation for formulation expertise to become
a full solution provider in premium markets, and
by expanding our presence in key technology
adjacencies and in high growth regions,
particularly Asia.
Organic investment in Consumer Care is
focused on expanding sustainable
technologies, such as mild surfactants and
innovative proteins for clothes care, to meet
accelerating customer demand. The sector is
benefitting from investment in biotechnology
and decarbonisation, both of which help reduce
‘scope 3’ carbon emissions in our customers’
supply chains. We supplemented organic
investment with the acquisition of two
businesses which accelerate our transition to
more natural raw materials, an important
differentiator in consumer markets. In March,
we acquired natural actives specialist Alban
Muller for €25m, expanding our portfolio of
natural ingredients in our global leading Beauty
Actives business. In June, we completed the
acquisition of Parfex for €45m. This acquisition
increases Iberchem’s sustainable fragrance
offerings and reinforces Iberchem’s superior
growth profile with greater access to fine
fragrances.
The four Consumer Care businesses each have
a clear growth strategy. Beauty Actives is the
leader in premium skin active markets,
developing critical ingredients based on its
expertise in peptides, botanicals and
biotechnology. We have introduced our
successful French botanical ingredients to
China, where consumers have a long-standing
preference for plant-based beauty products.
We will continue to invest in China, building on
excellent sales in 2021, enabled by investment
in sales, innovation and leveraging tighter
regulation of active ingredient claims.
Growth in Beauty Care is being driven by
sustainability, with technologies such as
vegan-friendly hair care ingredients and
bio-based surfactants displacing petrochemical
alternatives from competitors. We are
developing the highly differentiated parts of the
portfolio, such as our inorganic UV filters for
sun protection. We have invested in additional
capacity to deliver sulfate-free surfactants to
meet consumer demand for ‘clean beauty’
products.
In F&F, we are targeting to continue delivering
faster growth from emerging market exposure,
supplemented by significant integration
synergies and servicing the needs of smaller
customers with a one-stop-shop approach,
combining Croda’s critical ingredients with
Iberchem’s on-trend fragrances. We will
continue to invest in Fragrances, with a new
creation centre for fine perfumery and natural
fragrances at Parfex in France, by using
bio-based solvents in production processes
and through an R&D programme to develop
next generation fragrances through
biotechnology.
We are unlocking the growth potential of our
Home Care business in fabric care and hygiene
applications, with technologies that are highly
differentiated by their sustainability credentials.
The business delivered a 50% increase in sales
of ECO surfactants to Home Care customers.
We also commissioned additional capacity to
deliver Coltide Radiance to a multinational
customer for the relaunch of its fabric
conditioner brand, together with protein
technologies to other customers to extend the
life of clothes.
24
Croda International Plc
Annual Report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021 25
Sector review
Market sectors
Patient Health
Consumer & Veterinary Health
Crop Protection
Seed Enhancement
Life Sciences
Rapid expansion in
Life Sciences
Daniele Piergentili
President Life Sciences
Sector strategy
Expand to Grow Life
Sciences
The Life Sciences team had a successful
year, in which we have truly lived Croda’s
Purpose to use Smart science to improve
livesTM and, at the same time, captured value
in the fast-growing markets we supported.
In Health Care, we have strengthened our
capabilities in drug delivery technologies. Our
role in the fast development and supply of
lipid systems for the mRNA vaccines is an
example of our innovation and flexibility in
action. We also stepped up our research into
novel vaccine adjuvants, and continue to
work closely with our partners to target next
generation vaccines, many for target
diseases which do not have effective
immunisation programmes today.
In Crop Care, the majority of our investment
has been focused on building technology
platforms with an improved biodegradability
and carbon footprint – a clear commitment
to our partners’ sustainability roadmaps. An
example is our microplastic-free range of
seed coatings which have seen uptake
across both field crop and vegetable
applications this year.
The move we are making in Health Care from
ingredients for consumer applications to
delivery systems for biologics, and the
commitment in Crop Care to develop delivery
systems with a drastically improved
sustainability profile are at the core of our
desire to be ‘future ready’.
See Our strategy
P20
Sustainability
• Meeting the sustainability challenges of Crop
Care customers with low carbon, bio-based
and biodegradable delivery systems
• More than doubled number of World Health
Organisation (WHO) vaccine projects we are
working on, to support vaccines for 15 of
the WHO’s 24 priority diseases
Innovation
• Developing next generation sustainable crop
care delivery systems based on biologics
• Working on over 150 COVID-19 applications
• Secured 130 new customers and 250 new
programmes, two thirds for non-COVID
applications
• Becoming more knowledge-intensive;
48% NPP as % total sales (2020: 27%)
Growth
• Realised significant benefits from Avanti
acquisition
• Building a drug delivery business of global
scale to unlock future opportunities in mRNA
and gene therapy applications
• Doubled capacity in three key patient health
care technologies
Life Sciences delivered significant sales, profit
and margin growth in 2021. It is leveraging
in-house developed and acquired technologies,
building scale for the delivery of customers’
drug, vaccine and crop science products. It is
moving into faster growth, higher value/lower
volume niches. The highest growth in 2021 was
seen in Health Care, with reported sales up 80%
year-on-year, driven by our focus on patient
health platforms. Crop Protection delivered
double digit percentage growth, reflecting strong
demand from crop science customers. By
contrast, the overall performance of Seed
Enhancement was subdued.
Sales grew 46% in reported terms to £572.3m
(2020: £392.5m). Underlying sales were over
40% higher, supplemented by over 13%
growth from acquisition and partly offset by
adverse currency translation of 8%. Within
underlying growth, price/mix was 35% higher,
reflecting growth in higher value products, with
volume 5% higher.
IFRS operating profit increased by 79% to
£201.0m (2020: £112.3m). Adjusted operating
profit increased by 67% to £208.5m
(2020: £124.5m). Return on sales increased to
36.4% (2020: 31.7%). As noted at the half year,
achieving this level of growth and profit
improvement in such a short period has placed
significant demands on the business and, as
anticipated, the margin level moderated in the
second half of the year as we invested in
additional people and brought new capacity on
stream to future-proof this growth, in addition
to a mix impact from increased Crop Protection
sales in the period.
2021 business performance
Health Care benefitted from the first full year of
ownership of Avanti. This has exceeded
expectations since its acquisition in August
2020 with its sales more than doubling over its
full year 2020 performance. It has grown sales
for clinical research delivery systems with its
pharmaceutical R&D customer base. In
addition, its in-house production of lipid
systems components for COVID-19 vaccine
applications has been supported by sales from
Croda’s UK lipid facility, which worked with
Avanti in 2020 to support the world’s first
COVID vaccines. Croda’s total lipid systems
sales in 2021 were approximately US$200m,
primarily to our principal vaccine customers,
accompanied by a rapidly building future sales
pipeline of other nucleic acid applications.
Sales
£572.3m
(2020: £392.5m)
Adjusted
operating profit
£208.5m
(2020: £124.5m)
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Annual Report and Accounts 2021
Sector review
Market sectors
Life Sciences
Patient Health
Consumer & Veterinary Health
Crop Protection
Seed Enhancement
Rapid expansion in
Sector strategy
Life Sciences
Daniele Piergentili
President Life Sciences
Expand to Grow Life
Sciences
Sustainability
• Meeting the sustainability challenges of Crop
Care customers with low carbon, bio-based
and biodegradable delivery systems
• More than doubled number of World Health
Organisation (WHO) vaccine projects we are
working on, to support vaccines for 15 of
the WHO’s 24 priority diseases
Innovation
• Developing next generation sustainable crop
care delivery systems based on biologics
• Working on over 150 COVID-19 applications
• Secured 130 new customers and 250 new
programmes, two thirds for non-COVID
applications
• Becoming more knowledge-intensive;
48% NPP as % total sales (2020: 27%)
• Building a drug delivery business of global
scale to unlock future opportunities in mRNA
and gene therapy applications
• Doubled capacity in three key patient health
care technologies
The Life Sciences team had a successful
platforms with an improved biodegradability
year, in which we have truly lived Croda’s
and carbon footprint – a clear commitment
Purpose to use Smart science to improve
to our partners’ sustainability roadmaps. An
livesTM and, at the same time, captured value
example is our microplastic-free range of
in the fast-growing markets we supported.
seed coatings which have seen uptake
In Health Care, we have strengthened our
capabilities in drug delivery technologies. Our
across both field crop and vegetable
applications this year.
role in the fast development and supply of
The move we are making in Health Care from
lipid systems for the mRNA vaccines is an
ingredients for consumer applications to
example of our innovation and flexibility in
delivery systems for biologics, and the
Growth
action. We also stepped up our research into
commitment in Crop Care to develop delivery
• Realised significant benefits from Avanti
novel vaccine adjuvants, and continue to
systems with a drastically improved
acquisition
work closely with our partners to target next
sustainability profile are at the core of our
generation vaccines, many for target
diseases which do not have effective
immunisation programmes today.
In Crop Care, the majority of our investment
has been focused on building technology
desire to be ‘future ready’.
See Our strategy
P20
Life Sciences delivered significant sales, profit
achieving this level of growth and profit
and margin growth in 2021. It is leveraging
improvement in such a short period has placed
in-house developed and acquired technologies,
significant demands on the business and, as
building scale for the delivery of customers’
anticipated, the margin level moderated in the
drug, vaccine and crop science products. It is
second half of the year as we invested in
moving into faster growth, higher value/lower
additional people and brought new capacity on
volume niches. The highest growth in 2021 was
stream to future-proof this growth, in addition
seen in Health Care, with reported sales up 80%
to a mix impact from increased Crop Protection
year-on-year, driven by our focus on patient
sales in the period.
health platforms. Crop Protection delivered
double digit percentage growth, reflecting strong
demand from crop science customers. By
contrast, the overall performance of Seed
Enhancement was subdued.
Sales grew 46% in reported terms to £572.3m
(2020: £392.5m). Underlying sales were over
40% higher, supplemented by over 13%
growth from acquisition and partly offset by
adverse currency translation of 8%. Within
underlying growth, price/mix was 35% higher,
reflecting growth in higher value products, with
volume 5% higher.
IFRS operating profit increased by 79% to
£201.0m (2020: £112.3m). Adjusted operating
profit increased by 67% to £208.5m
(2020: £124.5m). Return on sales increased to
36.4% (2020: 31.7%). As noted at the half year,
2021 business performance
Health Care benefitted from the first full year of
ownership of Avanti. This has exceeded
expectations since its acquisition in August
2020 with its sales more than doubling over its
full year 2020 performance. It has grown sales
for clinical research delivery systems with its
pharmaceutical R&D customer base. In
addition, its in-house production of lipid
systems components for COVID-19 vaccine
applications has been supported by sales from
Croda’s UK lipid facility, which worked with
Avanti in 2020 to support the world’s first
COVID vaccines. Croda’s total lipid systems
sales in 2021 were approximately US$200m,
primarily to our principal vaccine customers,
accompanied by a rapidly building future sales
pipeline of other nucleic acid applications.
Sales
£572.3m
(2020: £392.5m)
Adjusted
operating profit
£208.5m
(2020: £124.5m)
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Annual Report and Accounts 2021
we have committed a similar amount in further
investment in these platforms. Whilst we are
currently serving strong demand for emergency
COVID-19 applications, this new capacity will
increasingly unlock future opportunities in new
mRNA and gene editing applications.
Across our three patient health technologies,
we secured 130 new customers and 250 new
programmes, two thirds of which were for
non-COVID applications. We started working on
90 new COVID-19 projects, bringing the total to
more than 150 in over 30 countries. 160 new
non-COVID programmes included delivery of
speciality excipients for oncology and
immunosuppressant applications, support to the
development of HIV and Ebola vaccines
prioritised by the World Health Organisation, and
the development of lipid systems for new mRNA
vaccines such as influenza. We expect to see an
ongoing expansion in the range of lipid systems
for vaccines and therapeutic drugs, moving to a
broader portfolio of customers and applications
in the medium term.
In Consumer and Veterinary Health, we are
continuing to grow in oral care, topical
application and animal health solutions.
Our Crop Protection business is expanding its
leading position in formulation ingredients to
provide sustainable delivery systems for our
crop customers. It is established as a key
innovation partner to the major crop science
companies and is increasing sales to medium-
sized and smaller customers who now account
for more than 50% of revenue. Crop Protection
already provides low carbon, bio-based and
biodegradable delivery systems, and is
developing systems for next generation
biopesticides and biostimulants that use
microbials and RNA. Similarly, sustainability
trends are driving Seed Enhancement, where
we have secured our first commercial
customers for seed coatings that are free from
micro-plastics. It is also developing seed
enhancement technologies that stimulate
plant growth.
Health Care’s established patient health care
platforms in speciality excipients and vaccine
adjuvants also enjoyed strong growth in 2021,
with underlying sales up over 40%. Alongside
COVID-driven demand for therapeutic drugs
and vaccines, this reflected strong demand for
speciality excipients in biologic drugs, and for
adjuvants for new vaccines and global
expansion of existing protection, particularly in
the developing world.
Within Crop Care, Crop Protection delivered
robust sales growth as a result of strong
demand, inflation recovery and continued
diversification of its customer base. Seed
Enhancement delivered a good performance in
Latin America driven by continued good sales
growth for field crops, but demand was
constrained for vegetables.
Expand to grow in Life Sciences
We have established Life Sciences as a high
value solution provider to pharmaceutical and
crop customers. Our strategy is to Expand to
Grow Life Sciences to deliver high single digit
percentage organic sales growth with a return
on sales well above 30%. We are deploying
more capital into Life Sciences to develop
sustainable solutions in our crop care
businesses and to build a broad-based drug
delivery business of global scale. We are also
strengthening innovation, through technology
acquisition and organic development. In 2021,
NPP as a percentage of Life Sciences sales
was 48% (2020: 27%), driven by the Avanti
acquisition and the growing proportion of sales
from higher value add technologies.
Within Life Sciences, the four businesses –
Patient Health, Consumer and Veterinary
Health, Crop Protection, and Seed
Enhancement – each have a clear growth
strategy. Patient Health offers the most
significant global opportunity for growth, much
of which can be delivered through organic
investment. We are leveraging our unique
purification and synthesis know-how by
investing in people resource, R&D and
operational scale up to become a leader in
biopharma drug delivery across nucleic acids,
proteins and vaccine adjuvancy. This builds on
our significant progress to date, including
meaningful sales of novel technologies, such as
non-aluminium vaccine adjuvants and lipids for
non-COVID-19 nucleic acid applications.
In 2021, we invested over £70m to scale up
manufacturing capacity for our three patient
health care platforms, reinforcing our leading
positions in drug and vaccine delivery systems.
Through recent investment, we have doubled
our capacity for vaccine adjuvants at our GMP
facility in Denmark, for speciality excipients at
our US site and for lipid systems capacity in the
Avanti, US and Croda, UK facilities. In addition,
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Supporting WHO
priority vaccine
development
around the world
As part of our People Positive strategy, we
are committed to using our smart science
to promote healthy lives. By the end of
2024, we want our technology to be part
of 10 phase three clinical trials across at
least a quarter of the priority pipeline
vaccines listed by the World Health
Organisation.
We are currently working on more than 150
COVID-19 projects in over 30 countries,
the majority of which utilise our vaccine
adjuvant technologies acquired with
Biosector in 2018, as well as our expertise
in speciality excipients and lipid systems.
We worked with countries around the world
to support their vaccination programmes as
vaccine development and production
globalised. For example, our team in
Indonesia worked with authorities to
fast-track import of Croda ingredients as
well as providing technical support to
produce vaccines locally in response to
escalating cases.
Laura Ciccardi, Sales Manager in Health
Care at Croda, said: “We are incredibly
proud to be supporting the development
of sovereign vaccine programmes around
the world, helping to improve the supply
and accessibility of COVID-19 treatments
in both developed and developing
nations.”
Looking beyond COVID-19 we are
investing in next generation adjuvant
technologies to become more involved
with the fight against 24 other WHO-listed
diseases such as malaria, HIV and
tuberculosis. We are also increasing the
collaboration across our patient health
portfolio, recognising the benefits of Avanti
and Biosector working together.
Croda International Plc
Annual Report and Accounts 2021 27
Sector review
Performance Technologies
Market sectors
Smart Materials
Energy Technologies
Performance
Technologies continued
to strengthen during
2021 against a backdrop
of rapid recovery in
industrial and technology
markets.
Performance Technologies continued to
strengthen throughout 2021. Sales growth
reflected increased demand across automotive,
packaging and industrial end markets. Margin
also improved through improved product mix
and the benefit of increased volume on operating
leverage within the sector. Smart Materials
delivered strong sales across its broad range of
application markets, including markets which
benefitted during COVID lockdowns, such as
packaging. 2021 also saw a rapid recovery in
Energy Technologies markets. Significant raw
material cost inflation was fully recovered
through selling prices.
Sales grew by 18% in reported terms to
£439.5m (2020: £373.6m). Underlying sales
were 24% higher, partly offset by adverse
currency translation of 6%. Within underlying
growth, price/mix was 11% higher, reflecting
recovery of raw material cost increases and
greater contribution from higher value products,
with volume 13% higher as sales recovered
post-pandemic.
IFRS operating profit increased by 38% to
£62.7m (2020: £45.3m). Adjusted operating
profit increased by 32% to £64.5m
(2020: £48.9m). Return on sales increased to
14.7% (2020: 13.1%). Second half margin
performance was notably stronger than prior
year, reflecting the benefit of operating leverage
and growth in higher value-add niche markets.
Against the backdrop of a rapid recovery in
industrial and technology markets, as well as
rising raw material costs, demand grew strongly
across both businesses, accentuated by
customer inventory build in the first half year.
Croda’s demand outpaced the broader market
recovery, due to greater exposure to higher
growth niche markets and next-generation
applications, such as electric vehicles. Smart
Materials continued to benefit from good sales
for packaging, circular plastic and other
polymer applications, delivering a 22% increase
in underlying sales over 2020 and well ahead of
pre-pandemic levels. The progressive recovery
in industrial and automotive markets saw
Energy Technologies grow underlying sales by
26%, to recover to pre-pandemic levels. Overall
NPP sales grew in absolute terms and were
broadly stable as a proportion of total
Performance Technologies sales, at 18%
(2020: 19%).
Sales
£439.5m
(2020: £373.6m)
Adjusted
operating profit
£64.5m
(2020: £48.9m)
Industrial Chemicals
Market sectors
Industrial Chemicals
Industrial Chemicals
activities have continued
to support the overall
efficiency of Croda’s
three principal sectors.
Industrial Chemicals has continued to support
the overall performance of Croda’s three
principal sectors. After a period of lower sales
reflecting re-engineering of a number of
products and processes to reduce the volume
of by-products produced, which have then
traditionally been sold by this sector, the
product portfolio was stable and sales grew
with the upsurge in global industrial demand,
together with robust pricing management.
Sales grew by 19% in reported terms to
£114.8m (2020: £96.4m). Underlying sales
were 25% higher, partly offset by adverse
currency translation of 6%. Within underlying
growth, price/mix was 15% higher, reflecting
higher commodity prices, with volume 10%
higher. IFRS operating profit increased to
£6.5m (2020: £0.6m loss). Adjusted operating
profit increased to £7.1m (2020: £0.3m loss).
Return on sales increased to 6.2% reflecting
the benefit of operating leverage, improved
product mix and higher commodity prices.
Sales
£114.8m
(2020: £96.4m)
Adjusted
operating profit
£7.1m
(2020: £-0.3m)
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Sector review
Performance Technologies
Market sectors
Smart Materials
Energy Technologies
Performance
Technologies continued
to strengthen during
2021 against a backdrop
of rapid recovery in
Sales grew by 18% in reported terms to
Materials continued to benefit from good sales
£439.5m (2020: £373.6m). Underlying sales
for packaging, circular plastic and other
were 24% higher, partly offset by adverse
polymer applications, delivering a 22% increase
currency translation of 6%. Within underlying
in underlying sales over 2020 and well ahead of
growth, price/mix was 11% higher, reflecting
pre-pandemic levels. The progressive recovery
recovery of raw material cost increases and
in industrial and automotive markets saw
greater contribution from higher value products,
Energy Technologies grow underlying sales by
with volume 13% higher as sales recovered
26%, to recover to pre-pandemic levels. Overall
industrial and technology
post-pandemic.
markets.
NPP sales grew in absolute terms and were
broadly stable as a proportion of total
Performance Technologies sales, at 18%
(2020: 19%).
Performance Technologies continued to
strengthen throughout 2021. Sales growth
reflected increased demand across automotive,
packaging and industrial end markets. Margin
also improved through improved product mix
and the benefit of increased volume on operating
leverage within the sector. Smart Materials
delivered strong sales across its broad range of
application markets, including markets which
benefitted during COVID lockdowns, such as
packaging. 2021 also saw a rapid recovery in
Energy Technologies markets. Significant raw
material cost inflation was fully recovered
through selling prices.
IFRS operating profit increased by 38% to
£62.7m (2020: £45.3m). Adjusted operating
profit increased by 32% to £64.5m
(2020: £48.9m). Return on sales increased to
14.7% (2020: 13.1%). Second half margin
performance was notably stronger than prior
year, reflecting the benefit of operating leverage
and growth in higher value-add niche markets.
Against the backdrop of a rapid recovery in
industrial and technology markets, as well as
rising raw material costs, demand grew strongly
across both businesses, accentuated by
customer inventory build in the first half year.
Croda’s demand outpaced the broader market
recovery, due to greater exposure to higher
growth niche markets and next-generation
applications, such as electric vehicles. Smart
Sales
£439.5m
(2020: £373.6m)
Adjusted
operating profit
£64.5m
(2020: £48.9m)
Industrial Chemicals
Market sectors
Industrial Chemicals
Industrial Chemicals
activities have continued
to support the overall
efficiency of Croda’s
three principal sectors.
Industrial Chemicals has continued to support
the overall performance of Croda’s three
principal sectors. After a period of lower sales
reflecting re-engineering of a number of
products and processes to reduce the volume
of by-products produced, which have then
traditionally been sold by this sector, the
product portfolio was stable and sales grew
with the upsurge in global industrial demand,
together with robust pricing management.
Sales grew by 19% in reported terms to
£114.8m (2020: £96.4m). Underlying sales
were 25% higher, partly offset by adverse
currency translation of 6%. Within underlying
growth, price/mix was 15% higher, reflecting
higher commodity prices, with volume 10%
higher. IFRS operating profit increased to
£6.5m (2020: £0.6m loss). Adjusted operating
profit increased to £7.1m (2020: £0.3m loss).
Return on sales increased to 6.2% reflecting
the benefit of operating leverage, improved
product mix and higher commodity prices.
Sales
£114.8m
(2020: £96.4m)
Adjusted
operating profit
£7.1m
(2020: £-0.3m)
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Divestment of the majority of Performance Technologies and
Industrial Chemicals (PTIC)
In December 2021, we agreed to sell the majority of the PTIC businesses
to Cargill Inc., for an enterprise value of €915m (approximately £778m).
The business to be divested accounted for 77% of PTIC’s 2021 reported
sales and comprises five manufacturing facilities, together with
associated laboratory facilities and sales operations. We are currently
working on the process to separate the two businesses with completion
expected in summer 2022. The consideration includes the sale of 100%
of Croda Sipo in China, a joint venture which Croda currently manages
and in which it has a 65% shareholding. If Croda’s 100% ownership of
Sipo cannot be realised, Sipo will be excluded from the PTIC sale,
reducing the consideration by €140m. The overall disposal is subject to
customary regulatory approvals but is not subject to shareholder
approval. Under Cargill’s ownership, the divested business and its
talented workforce can look forward to a bright future.
With completion of the divestment expected in summer 2022, this
transaction had no impact on the Group’s reported results for 2021,
except for costs incurred reported as an exceptional item. In these
2021 results, PTIC revenue totalled £554m (2020: £470m) and
adjusted operating profit was £72m (2020: £49m).
Taking account of the value to be retained by Croda under a future
supply agreement for products to be manufactured at Croda sites
and supplied to the acquirer, together with dis-synergy costs
remaining with Croda which were previously allocated to the divested
business, the estimated impact of the divestment on Croda’s
reported 2021 results, had it occurred at the start of 2021, would
have been to reduce revenue by £361m (2020: £298m) and adjusted
operating profit by £59m (2020: £36m).
Creation of Industrial
Specialities
With the agreement to divest the majority of PTIC reached in December
2021, the 23% of PTIC sales which will be retained within Croda will
become the new Industrial Specialties sector. It will play a key role
supporting Consumer Care and Life Sciences. It will support global site
utilisation and profitability as part of Croda’s integrated model in those
areas of the business which are deeply embedded in Croda’s regional
operations, technologies and IP. Post-closing of the majority PTIC
divestment, Industrial Specialties will also generate revenue and profit
from a new long-term supply agreement, whereby Croda will supply
certain products from its retained manufacturing sites to the acquirer.
Post-closing, the Industrial Specialties sector will focus on supplying
ingredients for its existing markets including coatings, emulsion
technologies, water treatment and in fibres and fabrics. It will also
leverage Croda’s retained technology capabilities in markets such as
display technologies and electronics, and a smart formulation
capability in low-emission coatings. It will continue to manage tolling
agreements and co-stream product sales from our sites which arise
from Consumer Care and Life Sciences production processes.
28
Croda International Plc
Annual Report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021 29
Sustainability
Sustainability strategy – our Commitment
We are committed to being the most sustainable supplier of innovative ingredients.
We will create, make and sell solutions to tackle some of the biggest challenges
the world is facing. By 2030 we will be Climate, Land and People Positive.
Our Commitment
In 2020 we launched our Commitment to be Climate, Land and People
Positive by 2030, externally benchmarking our targets with the support of
the Cambridge Institute of Sustainability Leadership to ensure our ambitions
align with expectations of a sustainability leader in our industry. Ours is a
restorative strategy, designed to ensure that planet and society are better as
a result of our activities, and that we are not just ‘doing less bad’.
L
a
n
d
P
o
s
i
t
i
v
e
ositiv e
te P
a
m
C
i
l
F u n damentals
Smart science
to improve livesTM
People Pos i t i v e
We also have important KPIs outside of these three categories, which
we believe are crucial to the success of our business. We have
collectively called these our Fundamentals. We consider these targets to
represent the required social licence to operate in 2030 for a
multinational company such as Croda.
The Sustainable Development Goals (SDGs), organised by the United
Nations, underpin our Commitment. We have identified 23 SDG targets
out of the 169, across nine goals, that are drivers of our strategy – those
where we must reduce our negative impact and those where we can
make the biggest positive contribution. These were then grouped around
the themes of climate, nature and society, hence our Commitment to be
Climate, Land and People Positive.
2021 materiality assessment
We conducted a full materiality assessment during 2021, concluding the
fourth materiality assessment triennial cycle that started in 2012. This
was our most comprehensive to date, with more data sources, direct
contact with stakeholders and detailed analysis than ever before. Given
the accelerating nature of the global sustainability agenda it was vital to
‘take the temperature’ of stakeholder expectations in 2021. A full report
on the materiality assessment can be found in the accompanying
Sustainability Report 2021 (page 14); the outcome of the assessment
reconfirmed we are focusing on the right topics for most stakeholders,
while we saw nature/biodiversity and global health preparedness
increasing in importance since our last assessment in 2018.
As we deliver on our Commitment to be Climate, Land and People
Positive by 2030 we anticipate satisfying an increasing number of our
stakeholders’ sustainability demands. In doing so we anticipate generating
significant value for our customers’ brands as they meet the needs of
consumers, who in return will reward suppliers, like Croda, who help them
achieve their own ambitious sustainability targets.
See our 2021 Sustainability Report for more detail
P14-15
2021 materiality
framework
This grid provides a
summary of the key
issues identified
through our materiality
assessment and how
they relate to Croda.
,
a
d
o
r
C
o
t
k
s
R
i
e
g
n
e
l
l
a
h
c
a
e
r
o
f
e
r
e
h
t
C Climate Positive
L Land Positive
P People Positive
F Fundamentals
Material areas that
range across axes
a
d
o
r
C
r
o
f
y
t
i
n
u
t
r
o
p
p
O
l
n
o
i
t
u
o
s
a
e
d
v
o
r
p
o
t
i
Croda’s impact on the world
The world’s impact on Croda
C
Climate action
L
F
F
Environmental stewardship
Process safety
Health, safety and wellbeing
L
C
Circular economy
Global change
preparedness
P
Growing
business
for good
P
Diversity
and inclusion
F
LC
Product
stewardship
L
Biodiversity
F
F
Supplier partnership
Customer intimacy
LC
P
Product innovation
P
F
F
P
P
P
F
Our people
Responsible business
Knowledge management
Community education and engagement
Growing business for good
Diversity and inclusion
30
Croda International Plc
Annual Report and Accounts 2021
Sustainability
Sustainability strategy – our Commitment
2021 Performance
We are committed to being the most sustainable supplier of innovative ingredients.
We will create, make and sell solutions to tackle some of the biggest challenges
the world is facing. By 2030 we will be Climate, Land and People Positive.
“I would like to recognise and thank everyone for the huge
efforts made in delivering the 2021 progress towards the
positive impacts on the planet and society to which we aspire.”
Phil Ruxton, Chief Sustainability Officer
i
S
t
r
a
t
e
g
c
r
e
p
o
r
t
Climate Positive
27%
reduction in scope 1 and
2 GHG emissions intensity
since 2020
1.5°C
Science-Based Target
validated
951,000
tonnes CO2e avoided through the use
of ingredients attached to verified
case studies
69%
of our organic origin
raw materials were
bio-based in 2021
Land Positive
33,734
hectares of land saved over
2019 baseline: our range of
biostimulants, adjuvants and
seed coatings continue to save
more land than is used to grow
all of our bio-based
raw materials
Validated
Through extensive field trials
with a major customer in
Brazil, we measured and
demonstrated the land
saving benefit of our
adjuvant technologies
Biodiversity
We recognise the benefits Croda
technologies can bring in protecting
biodiversity and nature, and have
started a programme to measure
our impacts in partnership
with CISL
60%
of our land area saved
is in Asia and Latin
America, where there is
greatest demand for food
productivity and the
highest threat of
deforestation
People Positive
55
million people protected
annually through the
use of Croda sun
protection ingredients
Supported
the global scale up of COVID-19
vaccine delivery and rapidly
executed significant investments
at manufacturing sites in the
UK and USA
Six
projects approved for
funding by Croda
Foundation’s Board
of Trustees
36%
leadership
roles held by
women
Fundamentals
N E T W O R K
All employees temporary
and permanent were paid a
living wage at the end of
2021, according to Fair
Wage Network criteria
17%
reduction in process
safety incident rates
compared to 2020
Awarded Business of
the Year at the World
Sustainability Awards
94%
of palm derivative
volumes purchased
have supply chain
transparency achieved
to refinery
We are committed to providing full transparency on progress against our milestones, KPIs and 2030 targets, as well as the wide
variety of other ESG data points requested by stakeholders. Please see our ‘non-financial data performance summary’ on croda.com
to download our non-financial datapack.
30
Croda International Plc
Annual Report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021 31
Our Commitment
In 2020 we launched our Commitment to be Climate, Land and People
Positive by 2030, externally benchmarking our targets with the support of
the Cambridge Institute of Sustainability Leadership to ensure our ambitions
align with expectations of a sustainability leader in our industry. Ours is a
restorative strategy, designed to ensure that planet and society are better as
a result of our activities, and that we are not just ‘doing less bad’.
F u n damentals
ositiv e
te P
a
m
i
l
C
L
a
n
d
P
o
s
i
t
i
v
e
Smart science
to improve livesTM
People Pos i t i v e
We also have important KPIs outside of these three categories, which
we believe are crucial to the success of our business. We have
collectively called these our Fundamentals. We consider these targets to
represent the required social licence to operate in 2030 for a
multinational company such as Croda.
The Sustainable Development Goals (SDGs), organised by the United
Nations, underpin our Commitment. We have identified 23 SDG targets
out of the 169, across nine goals, that are drivers of our strategy – those
where we must reduce our negative impact and those where we can
make the biggest positive contribution. These were then grouped around
the themes of climate, nature and society, hence our Commitment to be
Climate, Land and People Positive.
2021 materiality assessment
We conducted a full materiality assessment during 2021, concluding the
fourth materiality assessment triennial cycle that started in 2012. This
was our most comprehensive to date, with more data sources, direct
contact with stakeholders and detailed analysis than ever before. Given
the accelerating nature of the global sustainability agenda it was vital to
‘take the temperature’ of stakeholder expectations in 2021. A full report
on the materiality assessment can be found in the accompanying
Sustainability Report 2021 (page 14); the outcome of the assessment
reconfirmed we are focusing on the right topics for most stakeholders,
while we saw nature/biodiversity and global health preparedness
increasing in importance since our last assessment in 2018.
As we deliver on our Commitment to be Climate, Land and People
Positive by 2030 we anticipate satisfying an increasing number of our
stakeholders’ sustainability demands. In doing so we anticipate generating
significant value for our customers’ brands as they meet the needs of
consumers, who in return will reward suppliers, like Croda, who help them
achieve their own ambitious sustainability targets.
See our 2021 Sustainability Report for more detail
P14-15
Croda’s impact on the world
The world’s impact on Croda
2021 materiality
framework
This grid provides a
summary of the key
issues identified
through our materiality
assessment and how
they relate to Croda.
C Climate Positive
L Land Positive
P People Positive
F Fundamentals
Material areas that
range across axes
,
a
d
o
r
C
o
t
k
s
i
R
e
g
n
e
l
l
a
h
c
a
e
r
o
f
e
r
e
h
t
a
d
o
r
C
r
o
f
y
t
i
n
u
t
r
o
p
p
O
n
o
i
t
u
l
o
s
a
e
d
i
v
o
r
p
o
t
L
F
F
P
F
F
P
P
P
C
Climate action
Environmental stewardship
Process safety
Health, safety and wellbeing
P
Growing
business
for good
P
Diversity
and inclusion
LC
F
Product
stewardship
L
Biodiversity
LC
P
Product innovation
F
Our people
Responsible business
Knowledge management
Community education and engagement
Growing business for good
Diversity and inclusion
L
C
Circular economy
Global change
preparedness
F
F
Supplier partnership
Customer intimacy
Sustainability (continued)
Strategy in action – our targets
A review of our sustainability strategy by the
Executive Committee in 2021 resulted in
re-committing to the highest level of ambition
across all our 2030 targets, despite a changing
business portfolio.
given sector and geography. This approach
provides us with the tools to carry out a
complete assessment as well as identify carbon
hotspots across the value chain, ensuring we
focus our attention where it matters most.
Where actual consumption data is available the
process-based method is applied, as this is a
more accurate estimation of our scope 3
emissions. The process-based method includes
LCAs from a range of sources, and published
conversion factors as described above.
Driving operational decarbonisation
An internal shadow carbon price of £50 per
metric tonne CO2e was applied to all major
capital investment proposals during 2021.
However, we realise that initiatives aimed at
reducing emissions at manufacturing sites
alone will not be enough to achieve our 1.5°C
science-based target. We are also developing
low carbon alternatives to existing ingredients.
To support this, we have developed a
methodology to calculate scope 1 and 2
emissions at a product level. By including the
sales of all products, we can now track our
scope 1 and 2 carbon footprint at the sector
level, driving ownership and focusing our
management teams on creating the alternative
low carbon solutions our customers require.
Technical Guidance for Calculating scope 3
emissions. We use a hybrid approach to
calculate our scope 3 emissions, using the
following methods:
Process-based method – using actual
consumption data on a given activity and the
associated carbon conversion factor to
calculate the emissions. Emissions factors
have been sourced from:
• Croda’s Life Cycle (LCA) Analysis tools
for raw materials
• A Life Cycle Analysis database (Ecoinvent)
• Life Cycle Analysis studies published by
other reputable sources
• Published conversion factor sets for
reporting on organisational GHGs
(DEFRA/IEA)
Extended Environmental Input-Output
(EEIO) model method – using spend data,
emissions are calculated using EEIO models to
quantify the emissions associated with a sector
of the economy in a given geography
To calculate our applicable scope 3 emissions,
extensive EEIO modelling was carried out. This
method combines macro-economic data and
industry-level carbon emissions data to estimate
the carbon associated with financial activity in a
For the first time in 2021, major sectors presented
their carbon budget to the Executive Committee
alongside their financial budget. They presented
their forecasted carbon emissions for 2022, as
well as actions to ensure emissions remain within
budget and are aligned to achieving our
Science-Based Target (SBT). In 2022 we will add
scope 3 emissions associated with raw materials
into these calculations, further improving sector
visibility of their carbon footprint.
2021 scope 3 emissions by category
2021 scope 3 emissions by category
2021 scope 3 emissions by category
Purchased goods and services - 83%
Purchased goods and services - 83%
Purchased goods and services - 83%
Raw materials – 73%
Raw materials – 73%
Raw materials – 73%
PFR/tolling/semi-finished – 5%
PFR/tolling/semi-finished – 5%
PFR/tolling/semi-finished – 5%
Packaging – 2%
Packaging – 2%
Packaging – 2%
Other – 3%
Other – 3%
Other – 3%
Capital goods – 6%
Capital goods – 6%
Capital goods – 6%
Fuel and energy-related – 3%
Fuel and energy-related – 3%
Fuel and energy-related – 3%
Upstream transportation and distribution – 6%
Upstream transportation and distribution – 6%
Upstream transportation and distribution – 6%
Road – 3%
Sea – 2%
Air – 1%
Road – 3%
Sea – 2%
Air – 1%
Road – 3%
Sea – 2%
Air – 1%
Waste generated in operations – <1%
Waste generated in operations – <1%
Business travel – <1%
Business travel – <1%
Employee commuting and home working – <1%
Employee commuting and home working – <1%
Waste generated in operations – <1%
Business travel – <1%
Employee commuting and home working – <1%
2021 scope 3 emissions: 1,141,056 teCO2e
(2018 baseline: 994,235 teCO2e)
Climate Positive
Scope 3 emissions analysis and external
verification
In 2021 we established a clearer view of our
supply chain emissions, conducting a thorough
analysis of our scope 3 emissions, which is
externally verified by Avieco.
The audit reduced our 2018 scope 3 baseline
by approximately 104,500 tonnes CO2e (7%) as
our emissions were previously overestimated.
This was primarily due to the accuracy of
estimations and emission factors for our
‘Capital goods’ scope 3 category. Purchased
goods is our largest category, accounting for
83% of our upstream scope 3 emissions, with
the majority of this being raw materials.
Life cycle assessment studies for key raw
materials have developed our knowledge of
emissions within our supply chains and we are
now able to represent the reduction in carbon
footprint associated with purchasing palm certified
by the Roundtable on Sustainable Palm Oil
(RSPO). Around 40% of our scope 3 emissions
associated with raw materials are covered by
supply chain specific studies such as this. We also
have volume-based, industry-recognised life-cycle
assessment (LCA) figures attached to a further
35% of our raw material greenhouse gas
emissions, leaving only 25% based on spend
calculations. As our customers look to their
suppliers to help them achieve their sustainability
targets, understanding our scope 3 emissions and
being able to identify opportunities to reduce our
own emissions supports our customers as they
seek more sustainable ingredients.
Our 2021 scope 3 emissions are 14.8% higher
than our baseline year of 2018. This is largely due
to greater investment and increased emissions
associated with raw material purchases, due to
increased production volumes. Business travel
reduced by 75% due to the pandemic. This
increased granularity allows us to identify carbon
hotspots in our supply chain, and work with
suppliers to drive emissions reductions.
Our scope 3 emissions are calculated using
methodologies consistent with the WRI’s
Greenhouse Gas Protocol: Corporate Value
Chain (scope 3) Accounting and Reporting
Standard as well as the WRI’s GHG Protocol
32
Croda International Plc
Annual Report and Accounts 2021
Sustainability (continued)
Strategy in action – our targets
A review of our sustainability strategy by the
Executive Committee in 2021 resulted in
re-committing to the highest level of ambition
across all our 2030 targets, despite a changing
business portfolio.
Climate Positive
Technical Guidance for Calculating scope 3
emissions. We use a hybrid approach to
calculate our scope 3 emissions, using the
Scope 3 emissions analysis and external
following methods:
given sector and geography. This approach
provides us with the tools to carry out a
complete assessment as well as identify carbon
hotspots across the value chain, ensuring we
focus our attention where it matters most.
Where actual consumption data is available the
process-based method is applied, as this is a
more accurate estimation of our scope 3
emissions. The process-based method includes
LCAs from a range of sources, and published
conversion factors as described above.
Driving operational decarbonisation
An internal shadow carbon price of £50 per
metric tonne CO2e was applied to all major
capital investment proposals during 2021.
Process-based method – using actual
consumption data on a given activity and the
However, we realise that initiatives aimed at
associated carbon conversion factor to
calculate the emissions. Emissions factors
have been sourced from:
• Croda’s Life Cycle (LCA) Analysis tools
for raw materials
• A Life Cycle Analysis database (Ecoinvent)
• Life Cycle Analysis studies published by
other reputable sources
• Published conversion factor sets for
reporting on organisational GHGs
(DEFRA/IEA)
reducing emissions at manufacturing sites
alone will not be enough to achieve our 1.5°C
science-based target. We are also developing
low carbon alternatives to existing ingredients.
To support this, we have developed a
methodology to calculate scope 1 and 2
emissions at a product level. By including the
sales of all products, we can now track our
scope 1 and 2 carbon footprint at the sector
level, driving ownership and focusing our
management teams on creating the alternative
low carbon solutions our customers require.
Extended Environmental Input-Output
(EEIO) model method – using spend data,
emissions are calculated using EEIO models to
quantify the emissions associated with a sector
of the economy in a given geography
For the first time in 2021, major sectors presented
their carbon budget to the Executive Committee
alongside their financial budget. They presented
their forecasted carbon emissions for 2022, as
well as actions to ensure emissions remain within
To calculate our applicable scope 3 emissions,
budget and are aligned to achieving our
extensive EEIO modelling was carried out. This
Science-Based Target (SBT). In 2022 we will add
method combines macro-economic data and
scope 3 emissions associated with raw materials
industry-level carbon emissions data to estimate
into these calculations, further improving sector
the carbon associated with financial activity in a
visibility of their carbon footprint.
2021 scope 3 emissions by category
2021 scope 3 emissions by category
2021 scope 3 emissions by category
Purchased goods and services - 83%
Purchased goods and services - 83%
Purchased goods and services - 83%
Raw materials – 73%
Raw materials – 73%
Raw materials – 73%
PFR/tolling/semi-finished – 5%
PFR/tolling/semi-finished – 5%
PFR/tolling/semi-finished – 5%
Packaging – 2%
Packaging – 2%
Packaging – 2%
Other – 3%
Other – 3%
Other – 3%
Capital goods – 6%
Capital goods – 6%
Capital goods – 6%
Fuel and energy-related – 3%
Fuel and energy-related – 3%
Fuel and energy-related – 3%
Upstream transportation and distribution – 6%
Upstream transportation and distribution – 6%
Upstream transportation and distribution – 6%
Road – 3%
Road – 3%
Road – 3%
Sea – 2%
Sea – 2%
Sea – 2%
Air – 1%
Waste generated in operations – <1%
Air – 1%
Air – 1%
Waste generated in operations – <1%
Waste generated in operations – <1%
Business travel – <1%
Business travel – <1%
Employee commuting and home working – <1%
Business travel – <1%
Employee commuting and home working – <1%
Employee commuting and home working – <1%
2021 scope 3 emissions: 1,141,056 teCO2e
(2018 baseline: 994,235 teCO2e)
verification
In 2021 we established a clearer view of our
supply chain emissions, conducting a thorough
analysis of our scope 3 emissions, which is
externally verified by Avieco.
The audit reduced our 2018 scope 3 baseline
by approximately 104,500 tonnes CO2e (7%) as
our emissions were previously overestimated.
This was primarily due to the accuracy of
estimations and emission factors for our
‘Capital goods’ scope 3 category. Purchased
goods is our largest category, accounting for
83% of our upstream scope 3 emissions, with
the majority of this being raw materials.
Life cycle assessment studies for key raw
materials have developed our knowledge of
emissions within our supply chains and we are
now able to represent the reduction in carbon
footprint associated with purchasing palm certified
by the Roundtable on Sustainable Palm Oil
(RSPO). Around 40% of our scope 3 emissions
associated with raw materials are covered by
supply chain specific studies such as this. We also
have volume-based, industry-recognised life-cycle
assessment (LCA) figures attached to a further
35% of our raw material greenhouse gas
emissions, leaving only 25% based on spend
calculations. As our customers look to their
suppliers to help them achieve their sustainability
targets, understanding our scope 3 emissions and
being able to identify opportunities to reduce our
own emissions supports our customers as they
seek more sustainable ingredients.
Our 2021 scope 3 emissions are 14.8% higher
than our baseline year of 2018. This is largely due
to greater investment and increased emissions
associated with raw material purchases, due to
increased production volumes. Business travel
reduced by 75% due to the pandemic. This
increased granularity allows us to identify carbon
hotspots in our supply chain, and work with
suppliers to drive emissions reductions.
Our scope 3 emissions are calculated using
methodologies consistent with the WRI’s
Greenhouse Gas Protocol: Corporate Value
Chain (scope 3) Accounting and Reporting
Standard as well as the WRI’s GHG Protocol
32
Croda International Plc
Annual Report and Accounts 2021
People Positive
Collaboration to develop alternative vaccine
adjuvants
In 2021 we established a strategic collaboration
with the Danish Government’s life science
research institute, Statens Serum Institute (SSI).
This will enable accelerated trials of alternatives to
traditional aluminium-based adjuvants, providing
new opportunities for the development of
vaccines for diseases where effective vaccines
do not currently exist, as well as more effective
vaccines for a range of diseases.
The collaboration encompasses manufacturing
and commercialisation of two novel adjuvants,
both of which are in clinical development. Studies
show that both adjuvants induce strong immune
responses, with one inducing both antibody and
T-cell response and the other, which is already in
use within cancer immunotherapy trials, facilitating
production of CD8+ T cells.
This agreement, along with the significant
investment at manufacturing sites in the USA and
UK made in 2021, will increase our capability and
capacity to support World Health Organisation
(WHO) pipeline vaccine development in the future.
This takes us one step closer to achieving our
ambition of supporting the successful
development and commercialisation of at least
25% of WHO listed priority pipeline vaccines.
See page 27 for more on our investments in
Health Care.
i
S
t
r
a
t
e
g
c
r
e
p
o
r
t
Land Positive
Validating our land saving assumptions
Our Land Positive targets focus on land use and
crop science innovation. To enable us to identify
areas where we can have the maximum impact
on land use, we need to know our current land
impact. In 2021 we collaborated with one of our
major agriculture customers to validate the
assumptions used to calculate our land saving
data for our adjuvant technologies, demonstrating
that our assumptions are justified and, in fact,
conservative.
2021 also saw us make significant steps towards
how we will achieve our crop science innovation
target, opening our Product Validation Centre
located in Holambra near São Paulo, Brazil. This
state-of-the-art facility includes laboratories and
greenhouses and is focused on validating and
substantiating claims and results from our
formulation, microbiology and seed treatment
laboratories. Managed by a specialist team that
includes agronomists, chemists and biologists
from Crop Protection and our Seed Enhancement
business, Incotec, the centre has the highest level
of technical expertise, generating realistic and
robust data for customers.
This specialist team, now all under one roof,
enhances our ability to develop innovative new
solutions and explore the use of digitalisation and
new technologies to create more sustainable
ingredients.
Croda International Plc
Annual Report and Accounts 2021 33
Sustainability (continued)
Driving growth through an embedded
strategy
Impact beyond our direct operations
Our impact on the SDG targets is far greater
through our supply chain and our customers
than just through our own operations (see
business model page 16).
To meet the sustainability expectations of
our customers we need to measure, manage
and reduce the negative footprints of our raw
materials before they even reach our gates.
For example the carbon, water and land
footprints embedded in our raw materials are
typically many times larger than the footprint
associated with our own activities.
We are starting work with partners in our
supply chains to identify programmes that
will do more than reduce negative footprints
and will restore and improve communities
and ecosystems.
By innovating thoughtfully, sourcing
sustainably, minimising the footprint of our
own operations and leveraging our excellent
decentralised customer intimacy, we will
play our part in helping our customers and
their markets deliver on the SDG targets.
Aligning the whole organisation to deliver
on our Commitment
Through our decentralised approach to
decision-making and can-do attitude, we
can mobilise the whole of Croda in our
sustainability journey, enabling us to
respond to local variations in requirements
from stakeholders and adjust our approach
as the sustainability agenda evolves.
Our Purpose and our Commitment are also
proving to be vital recruitment and
motivational tools for existing and future
employees, enabling us to engage with the
best possible candidates and support
further development of our staff.
We are taking several approaches to support
this and ensure we align all our activities. We
have included Climate, Land and People
Positive factors in our long-term incentive
scheme for the most senior leaders; we have
created regional Sustainability Champions
Networks to engage those passionate
individuals around the organisation who can
contribute to local execution and share best
practice; and by the end of 2022 we will have
doubled the resources across the
organisation focused on sustainability,
beyond the central Group Sustainability team.
At the heart of our approach to
meeting our Commitment is innovation,
which has been the lifeblood of our
success for many decades.
Innovating the right solutions for the planet
and society in the right way
At the heart of our approach to meeting our
Commitment is innovation, which has been
the lifeblood of our success for many
decades. Our business model has relied on
creating new market niches with novel
product offerings to drive growth. This
approach remains relevant today, in the UN
Decade of Action on the SDGs, with our
innovation priorities focused on helping our
customers and end markets deliver on the
SDG targets, with 88% of new products
directly contributing to our priority SDGs.
Our innovation model is a decentralised one,
with our R&D advances increasingly driven by
our partnerships, often managed locally by
one of our innovation centres around the
world, close to customers and partners. This
ensures we can respond to local variations in
approach to contributing to the SDGs, and
access novel processes, raw materials and
expertise through our partners.
Assessing the risks and opportunities
Risks and opportunities associated with
delivering the various aspects of the
sustainability agenda are captured using our
global integrated risk management framework
(page 50). In general, we identify more
sustainability related opportunities than risks
to the Croda business model.
In 2021 we adopted TCFD guidance to report
our climate related risks and opportunities
(pages 40 to 43).
Our Commitment
23 SDG
targets
underpin our strategy
Sustainable Development Goals
It is estimated that there is US$12 trillion
incremental economic value to be gained if the
world meets all 169 targets associated with the
United Nations Sustainable Development Goals
(SDGs), delivered through technology innovation,
new markets and new business models.1
Economic value of SDGs
$12 trillion
to be gained if the world meets
all 169 SDG targets1
Creating value as we help our customers
achieve their sustainability ambitions
Consumer-facing companies responding to
societal demands and increasing regulation
in every market and region we serve have
guided much of our work in prioritising the
growing sustainability agenda to develop
our Commitment.
Our customers are diverting resources
towards partnerships with those suppliers
who help them meet their purpose and
longer-term sustainability targets. Through our
intimate relationships with customers large
and small across the world we are helping
them achieve these non-financial targets and,
in so doing, we are creating the opportunity
for further value growth.
1. ‘Better Business, Better World’ report, Business
Sustainable Development Commission, Jan 2017
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Annual Report and Accounts 2021
Driving growth through an embedded
Sustainability (continued)
strategy
Impact beyond our direct operations
Aligning the whole organisation to deliver
Our impact on the SDG targets is far greater
on our Commitment
through our supply chain and our customers
Through our decentralised approach to
than just through our own operations (see
decision-making and can-do attitude, we
business model page 16).
To meet the sustainability expectations of
our customers we need to measure, manage
and reduce the negative footprints of our raw
materials before they even reach our gates.
can mobilise the whole of Croda in our
sustainability journey, enabling us to
respond to local variations in requirements
from stakeholders and adjust our approach
as the sustainability agenda evolves.
For example the carbon, water and land
Our Purpose and our Commitment are also
footprints embedded in our raw materials are
proving to be vital recruitment and
typically many times larger than the footprint
motivational tools for existing and future
associated with our own activities.
We are starting work with partners in our
supply chains to identify programmes that
employees, enabling us to engage with the
best possible candidates and support
further development of our staff.
will do more than reduce negative footprints
We are taking several approaches to support
and will restore and improve communities
this and ensure we align all our activities. We
and ecosystems.
By innovating thoughtfully, sourcing
sustainably, minimising the footprint of our
own operations and leveraging our excellent
decentralised customer intimacy, we will
play our part in helping our customers and
their markets deliver on the SDG targets.
have included Climate, Land and People
Positive factors in our long-term incentive
scheme for the most senior leaders; we have
created regional Sustainability Champions
Networks to engage those passionate
individuals around the organisation who can
contribute to local execution and share best
practice; and by the end of 2022 we will have
doubled the resources across the
organisation focused on sustainability,
beyond the central Group Sustainability team.
At the heart of our approach to
meeting our Commitment is innovation,
which has been the lifeblood of our
success for many decades.
Innovating the right solutions for the planet
Assessing the risks and opportunities
and society in the right way
Risks and opportunities associated with
At the heart of our approach to meeting our
delivering the various aspects of the
Commitment is innovation, which has been
sustainability agenda are captured using our
the lifeblood of our success for many
global integrated risk management framework
decades. Our business model has relied on
(page 50). In general, we identify more
sustainability related opportunities than risks
to the Croda business model.
In 2021 we adopted TCFD guidance to report
our climate related risks and opportunities
(pages 40 to 43).
creating new market niches with novel
product offerings to drive growth. This
approach remains relevant today, in the UN
Decade of Action on the SDGs, with our
innovation priorities focused on helping our
customers and end markets deliver on the
SDG targets, with 88% of new products
directly contributing to our priority SDGs.
Our innovation model is a decentralised one,
our partnerships, often managed locally by
one of our innovation centres around the
world, close to customers and partners. This
ensures we can respond to local variations in
approach to contributing to the SDGs, and
access novel processes, raw materials and
expertise through our partners.
with our R&D advances increasingly driven by
Our Commitment
23 SDG
targets
underpin our strategy
Sustainable Development Goals
It is estimated that there is US$12 trillion
incremental economic value to be gained if the
world meets all 169 targets associated with the
United Nations Sustainable Development Goals
(SDGs), delivered through technology innovation,
new markets and new business models.1
Economic value of SDGs
$12 trillion
to be gained if the world meets
all 169 SDG targets1
Creating value as we help our customers
achieve their sustainability ambitions
Consumer-facing companies responding to
societal demands and increasing regulation
in every market and region we serve have
guided much of our work in prioritising the
growing sustainability agenda to develop
our Commitment.
Our customers are diverting resources
towards partnerships with those suppliers
who help them meet their purpose and
longer-term sustainability targets. Through our
intimate relationships with customers large
and small across the world we are helping
them achieve these non-financial targets and,
in so doing, we are creating the opportunity
for further value growth.
1. ‘Better Business, Better World’ report, Business
Sustainable Development Commission, Jan 2017
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Annual Report and Accounts 2021
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Measuring our growth against the SDGs
Having previously identified the SDG targets that directly connect with our Commitment (see Sustainability Report 2020 page 11),
this year we have mapped out how those SDG targets can be impacted through the use of our products in the markets in which we
operate, considering our product offering into those markets and the primary supply chains and operations that provide them.
We plan to continue this assessment in the coming years to develop a means of assessing our revenues and profitability by SDG
target. The table below presents a summary of the SDG targets our activities impact, broken down by sector and business unit:
Consumer Care
Life Sciences
PTIC
SDGS
Beauty
Care
Beauty
Actives
Home
Care
Fragrances
& Flavours
Seed
Enhancement
Crop
Protection
Health
Care
Energy
Technologies
Smart
Materials
Industrial
Chemicals
8.5
8.5
8.5
12.2
12.7
13.2
15.2
15.5
12.2
12.7
12.2
12.7
15.5
15.2
15.5
3.9
3.9
3.9
5.5
6.4
7.2
6.3
6.4
7.2
9.4
9.4
9.4
8.5
12.6
12.7
15.2
15.5
3.9
4.3
5.5
6.4
8.8
9.4
12.2
12.7
12.2
12.7
13.2
15.2
15.5
12.7
12.7
13.2
15.2
3.9
3.9
3.9
3.9
6.3
7.2
6.3
6.4
7.2
6.3
7.2
7.2
12.2
12.7
13.2
15.2
15.5
3.9
6.3
7.2
12.2
12.7
13.2
15.2
15.5
3.9
6.3
7.2
9.4
9.4
9.4
9.4
9.4
9.4
12.5
12.5
12.5
12.5
12.5
12.5
12.5
12.5
12.5
12.5
3.4
7.3
7.3
13.2
2.3
2.4
2.3
2.4
7.3
7.3
3.3
3.4
7.3
7.3
7.3
7.3
13.2
13.2
13.2
13.2
13.2
13.2
14.1
14.1
14.1
14.1
14.1
14.1
15.3
15.3
Croda International Plc
Annual Report and Accounts 2021 35
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o
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Sustainability (continued)
Delivering value through our culture
Culture creating value and driving
performance
Our people strategy is focused on delivering our
Purpose, further strengthening our culture and
creating inclusive and engaging environments
for all. We believe that embedding our values
throughout the organisation will enable us to
attract and retain the best talent, unlock our
people’s full potential and deliver high
performance and engagement within our teams.
During 2021, a new set of 14 competencies
aligned with our values of ‘Responsible’,
‘Innovative’ and ‘Together’, were introduced.
Each competency describes how the values are
exhibited and can be developed through
specific behaviours within our work. A cross
section of Croda employees from across the
globe assisted in the shaping of the
competencies and will continue to be involved in
the implementation and ongoing review. This
has been a positive and exciting step forward in
our journey as for the first time we have a
description of the attitudes, skills and
behaviours valued within Croda, that are shaped
by our values and underpinned by our culture.
Values
Embedding new competencies, that support our values, has been a priority within our learning and development teams and an integral part of
our leadership development. This year, we have introduced a number of new programmes and activities which are aligned directly with our
new competencies.
Responsible – Authentic leadership
training
Authenticity is part of our new competency
framework and encourages self-awareness
and working in a way that is aligned with
inner values. We invited a number of our
teams across the organisation to take part
in an Authentic Leadership Development
programme. The programme explains the
importance of understanding purpose,
acting with integrity and building
relationships which are founded on trust.
It uses psychometric evaluation and is
facilitated by external consultants.
Innovative – Phoenix Rising
We introduced a new concept programme to
our leadership development with a difference,
called Phoenix Rising. It is routed in inclusive
behaviours and attendees come from multiple
levels and functions across the organisation, to
connect through experiences and discussions.
It is an opportunity to coach, mentor and
reverse mentor each other, through different
perspectives. This programme facilitates the
integration of our Purpose, values and
behaviours of our people through leadership
and the programme is facilitated by
external consultants.
Together – Leading with empathy
To develop our understanding of the role
empathy plays, particularly in uncertain times,
our Executive Committee and senior leaders
attended webinars on the importance of
leading with empathy. The webinars used
neuroscience to explain the important role
empathy has in creating inclusive, innovative
and psychologically safe working
environments. We have opened up our new
development planning tool to all employees,
at all levels. To make development planning
easy and accessible, we have included new
competency-based playlists.
Responsible
• Authenticity
• Cross cultural sensitivity
• Inclusivity
• Living the values
Competencies
Innovative
• Curiosity
• Strategic perspective
• Adaptability
• Delivery
Together
• Working together
• Empathy
• Care and compassion
• Managing conflict
Foundation competencies
• Self-led learning
• Technical/functional expertise
Talent development
Our learning and development programmes have been reviewed with the aim of modernising and aligning to our values and competencies. We have
begun redesigning our internal offering with a plan to launch these programmes during 2022.
A number of leadership behaviours aligned to our values were identified which will form part of selection and nomination to leadership development
opportunities going forward.
How we manage and measure culture
Our approach to monitoring culture is through direct engagement with our people:
Area
Example of use
Reason to use
Pulse
surveys
Listening
groups
Purposeful
outputs
Used to give the perspective of our
people, helping leadership teams to
understand employee sentiment on
areas of interest or concern.
In 2021, we deployed a survey concerning the strategic review of the PTIC businesses. We asked a
series of questions, including a specific question related to our values; “I believe Croda is committed
to carrying out the review process in line with our values, keeping everyone informed of progress”.
74% of responses agreed or strongly agreed, with 22% giving a neutral response.
A feedback channel used globally
and regionally to enable employees
to share their positive and negative
experiences on given topics.
Rewarding and sharing examples
of where employees have truly
lived our values.
We regularly hold listening groups or offer feedback sessions, such as town hall meetings. In 2021,
members of the Board including the Chair, Anita Frew, hosted several sessions with participants from
all around Croda to discuss strategic priorities, pressures and to get input and ideas.
The first annual ‘Purpose in Action Awards’ was held in summer 2021, with over 150 award entries
from all our regions. The awards were established to recognise teams and individuals that had
delivered actions that contribute towards either our Commitment or our values. Each entry
demonstrates how we are truly living our Purpose and that Croda’s culture is actively driving change.
36
Croda International Plc
Annual Report and Accounts 2021
Sustainability (continued)
Delivering value through our culture
Culture creating value and driving
people’s full potential and deliver high
globe assisted in the shaping of the
performance
Our people strategy is focused on delivering our
Purpose, further strengthening our culture and
creating inclusive and engaging environments
for all. We believe that embedding our values
throughout the organisation will enable us to
attract and retain the best talent, unlock our
performance and engagement within our teams.
competencies and will continue to be involved in
During 2021, a new set of 14 competencies
the implementation and ongoing review. This
aligned with our values of ‘Responsible’,
has been a positive and exciting step forward in
‘Innovative’ and ‘Together’, were introduced.
our journey as for the first time we have a
Each competency describes how the values are
description of the attitudes, skills and
exhibited and can be developed through
behaviours valued within Croda, that are shaped
specific behaviours within our work. A cross
by our values and underpinned by our culture.
section of Croda employees from across the
Values
Embedding new competencies, that support our values, has been a priority within our learning and development teams and an integral part of
our leadership development. This year, we have introduced a number of new programmes and activities which are aligned directly with our
new competencies.
training
Responsible – Authentic leadership
Innovative – Phoenix Rising
Together – Leading with empathy
We introduced a new concept programme to
To develop our understanding of the role
Authenticity is part of our new competency
our leadership development with a difference,
empathy plays, particularly in uncertain times,
framework and encourages self-awareness
called Phoenix Rising. It is routed in inclusive
our Executive Committee and senior leaders
and working in a way that is aligned with
behaviours and attendees come from multiple
attended webinars on the importance of
inner values. We invited a number of our
levels and functions across the organisation, to
leading with empathy. The webinars used
teams across the organisation to take part
connect through experiences and discussions.
neuroscience to explain the important role
in an Authentic Leadership Development
It is an opportunity to coach, mentor and
empathy has in creating inclusive, innovative
programme. The programme explains the
reverse mentor each other, through different
and psychologically safe working
importance of understanding purpose,
perspectives. This programme facilitates the
environments. We have opened up our new
acting with integrity and building
integration of our Purpose, values and
development planning tool to all employees,
relationships which are founded on trust.
behaviours of our people through leadership
at all levels. To make development planning
It uses psychometric evaluation and is
and the programme is facilitated by
easy and accessible, we have included new
facilitated by external consultants.
external consultants.
competency-based playlists.
• Cross cultural sensitivity
• Strategic perspective
Competencies
Innovative
• Curiosity
• Adaptability
• Delivery
Together
• Working together
• Empathy
• Care and compassion
• Managing conflict
Foundation competencies
• Self-led learning
• Technical/functional expertise
Responsible
• Authenticity
• Inclusivity
• Living the values
Talent development
opportunities going forward.
Our learning and development programmes have been reviewed with the aim of modernising and aligning to our values and competencies. We have
begun redesigning our internal offering with a plan to launch these programmes during 2022.
A number of leadership behaviours aligned to our values were identified which will form part of selection and nomination to leadership development
How we manage and measure culture
Our approach to monitoring culture is through direct engagement with our people:
Reason to use
Example of use
Area
Pulse
surveys
Used to give the perspective of our
In 2021, we deployed a survey concerning the strategic review of the PTIC businesses. We asked a
people, helping leadership teams to
series of questions, including a specific question related to our values; “I believe Croda is committed
understand employee sentiment on
to carrying out the review process in line with our values, keeping everyone informed of progress”.
areas of interest or concern.
74% of responses agreed or strongly agreed, with 22% giving a neutral response.
Listening
A feedback channel used globally
We regularly hold listening groups or offer feedback sessions, such as town hall meetings. In 2021,
groups
and regionally to enable employees
members of the Board including the Chair, Anita Frew, hosted several sessions with participants from
to share their positive and negative
all around Croda to discuss strategic priorities, pressures and to get input and ideas.
experiences on given topics.
Purposeful
Rewarding and sharing examples
The first annual ‘Purpose in Action Awards’ was held in summer 2021, with over 150 award entries
outputs
of where employees have truly
from all our regions. The awards were established to recognise teams and individuals that had
lived our values.
delivered actions that contribute towards either our Commitment or our values. Each entry
demonstrates how we are truly living our Purpose and that Croda’s culture is actively driving change.
36
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Annual Report and Accounts 2021
Driving innovation through D&I
All of our new competencies encompass
inclusive behaviours with one dedicated to
inclusivity. We believe that every employee
should feel able to come to work, give their
best and feel valued for the work they do. To
drive progress we created a D&I Roadmap. The
roadmap has a number of areas including data
gathering, improving awareness, developing
our brand, measurement and setting of KPIs,
and alignment to reward and recognition. Data
gathering was focused on understanding
representation within Croda and how our
organisation feels.
This was done through pulse surveys, reviewing
employee data and benchmarking against
external sources. Raising awareness,
particularly at senior levels, focused on
deepening knowledge about the experiences of
different groups of people; the programme
included external speakers, internal podcasts
with our employees, and delivering unconscious
bias training. A strategic objective achieved in
2021 was the delivery of a Global Diversity
Representation Survey*. Carried out across all
regions where data collection was legally
allowed, it is a first for Croda and is an
important step in understanding the broad
representation in our organisation.
The survey consisted of brief questions asking
employees to volunteer information about their
race / ethnicity, sexuality, gender identity, and
disability. Due to legal restrictions on collection
of data, not all locations were able to participate
including sites in the Netherlands, Finland and
Denmark. 70% of eligible employees responded
to the survey, including 97% of senior leaders.
A summary of the results can be found below.
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Identify as female
Identify as male
Group average
41% of responses
53% of responses
Senior leader average
39% of responses
60% of responses
Identify as intersex, transgender, non-binary or other gender identity
Less than 1% of responses
Less than 1% of responses
Identify as a minority race or ethnic group in the country they are located,
based on local social, government or cultural understanding
12.8% of responses
9.8% of responses
Identify as a person with a disability
3.5% of responses
Identify as lesbian, gay, bisexual, queer or a sexuality other than heterosexual
3.8% of responses
1.8% of responses
1.8% of responses
We have published this data internally and will
continue with further surveys periodically to
help us track our progress. As the survey
closed in late 2021, we are currently reviewing
next steps and appropriate actions. In addition,
and linked to reward and recognition for 2022,
we have a specific gender balance target in our
long-term incentive Performance Share Plan.
We will continue to promote and appoint on
merit, but we will work to ensure that we have
balanced shortlists and create an environment
where female employees can flourish, and
believe this incentive will help us to achieve this.
As part of our approach to understanding local
inclusion and diversity needs, our regional
teams have set up new D&I sub-committees to
complement the Global D&I Committee. These
teams are focused on driving awareness and
shaping decisions at a local level. Over the last
year, each sub-committee has begun reviewing
areas of local need, creating plans and working
with local leadership teams to create change.
* The survey ran from June to October 2021 as a
voluntary survey with data collected anonymously
at point of collection.
Key people metrics
Average headcount for 2021:
Year end gender breakdown of our workforce^
% of workforce
96.6%
3.4%
94.9%
5.1%
% of
workforce
6.3%
29.6%
28.2%
23.2%
12.2%
0.5%
6,037
Permanent employees
Temporary employees
Full time employees
Part time employees
Age category
17-25
26-35
36-45
46-55
56-65
65+
All employees
are paid a
Living Wage.
All
employees
Senior
management
Board
of Directors*
Male – 63%
Female – 37%
Male – 64%
Female – 36%
Male – 50%
Female – 50%
Employee turnover by quarter, 2021
2.4%
2.7%
1.8%
1.2%
3.0
2.5
2.0
1.5
1.0
0.5
0.0
This chart shows our voluntary employee
turnover rate by quarter for 2021. As this chart
is for our global business it includes regions
such as Asia and the USA that traditionally
experience higher employee turnover than
Europe. In Q2 and Q3 this year we experienced
higher turnover rates, in line with many other
organisations around the world. Fortunately,
we are already seeing our turnover starting to
reduce to more typical levels. We continue to
monitor turnover and conduct exit interviews
with leavers, the results of which are shared
widely in the organisation to inform our people
policies and practice.
Croda International Plc
Annual Report and Accounts 2021 37
* As at 28 February 2022. Post-year end appointment means we have now achieved full gender balance on the
Board of Directors. See page 61 for detail.
^ Reported figures specifically from HR systems only factor male and female binary, we are aware that <1% of
employee headcount is likely to not identify as male or female.
Q1 21
Q2 21
Q3 21
Q4 21
Sustainability (continued)
Transparency and disclosure
Since 2007 we have reported using the Global
Reporting Initiative (GRI) framework, following
GRI guidance on identifying and reporting
against indicators material to our business.
conducting an analysis of our public disclosures
and internal data capture versus the entire
SASB framework and have started work to
close the gaps.
With the rapidly increasing demands for
transparency and disclosure from many
stakeholders, investors and analysts in
particular, we have committed to increase our
reporting alignment with the Sustainability
Accounting Standards Board (SASB)
framework. In 2021 we have utilised the SASB
process safety indicators as the basis for
measuring and reporting our Process Safety
progress, one of our Fundamental KPIs (see
Sustainability Report, page 37). We are also
While we anticipate further alignment with
SASB in 2022, we are also monitoring the
transformational development in global
sustainability standard setting. In June 2021
SASB and the International Integrated
Reporting Council (iiRC) announced they would
merge to form the Value Reporting Foundation
(VRF) and, at COP26 in November, the IFRS
Foundation announced the launch of the
International Sustainability Standards Board
(ISSB) to run alongside the International
Accounting Standards Board (IASB). ISSB has
already reached agreement with VRF and other
sustainability reporting standard setters to pool
resources and expertise to develop unified
global sustainability standards for reporting and
disclosure. We will work with our stakeholders
and the standards boards to identify how we
will maintain disclosure compliance.
We support the aims of the Task Force on
Climate-related Disclosure and are adopting
their reporting recommendations to aid both
our understanding of climate change on our
business, and of our business on climate
change (see pages 40 to 43).
Non-financial information statement
The table below sets out where more information can be found in our Annual Report (AR) and Sustainability Report (SR) that relates to
non-financial matters, as required under the Non-Financial Reporting Directive.
Reporting
requirement
Environmental
matters
Some of our relevant policies
Read more about
our impact and metrics
Annual Report
page
Sustainability
Report page
Group SHE policy1
Process Safety
P31 & 54
Supplier Code of Conduct2
Environmental Stewardship
Product Stewardship
Sustainable Sourcing and Supplier
Partnership
Climate Positive
Land Positive
Delivering value through our culture
Key people metrics
Workforce engagement
People Positive
Employee
matters
Code of Ethics2
Code of Conduct2
Group Policy on Training and
Development2
Equal Opportunities policy2
Group SHE policy1
Respect for
human rights
International Human Rights policy2
Living Wage
Group policy on Discrimination2
Fair income
Code of Conduct2
P42
P32
P33
P36
P37
P90
P33
P92
Principal risks
Major safety or
environmental
incident (P54)
Delivering
sustainable
solutions (P53)
Our people (P54)
Ethics and
compliance (P55)
Our people (P54)
P34 & 37
P34 & 37
P35 & 40
P35 & 41
P20 to 25
P26 to 29
P30 to 33
P35 & 38
Social matters
Code of Conduct2
Driving innovation through D&I
P9, 12, 37, 77 and 92
Our people (P54)
Group Policy for Managing Diversity2
Anti-bribery and
corruption issues
Transgender policy2
Code of Conduct2
Countering bribery2
Croda Modern Slavery Statement2
Whistleblowing Policy2
Competition Law Policy1
Croda Fraud Policy1
Ethics Procedures Manual1
Responsible business
Ethical compliance
P83
P34 & 38
Ethics and
compliance (P55)
Business model Our Purpose2
Business model
P16
Our Commitment2
1. Available to employees via the Company intranet (Connect), not published externally.
2. Available to employees via the Company intranet (Connect) and published on www.croda.com.
All key risks on P53
to 55 link to our
business model
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Sustainability (continued)
Transparency and disclosure
Tackling the climate emergency
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The urgent need for society to tackle the climate
emergency was highlighted during 2021. The
United Nations Conference on Climate Change
(COP26) showed that governments and
businesses must both play their part in moving
from ambition to action if we are to limit global
temperature rises to no more than 1.5ºC above
pre-industrial levels and prevent the most
catastrophic effects of climate change.
As a signatory to the UN Global Compact
Business Ambition for 1.5°C and member of
the Race to Zero campaign, we are
demonstrating leadership on climate action in
an industry that is recognised as hard to
decarbonise. In July 2021, this leadership
continued as we became only the third major
chemical company globally to have a 1.5°C
Science-Based Target validated and declare
our ambition to be net zero* by 2050.
Emissions target: By the end of 2029 we will
have reduced our operational (scope 1 and 2)
emissions by 46.2% from a 2018 baseline. With
the majority of our emissions within our supply
chain, we also had our scope 3 target
approved by the SBTi, to reduce our absolute
upstream scope 3 emissions by 13.5% over the
same time frame. The focus here is to engage
and work with suppliers to reduce emissions
associated with sourcing raw materials (see
page 32) alongside transportation and
distribution of products to our customers. By
taking actions to achieve these targets within
our operations and supply chain we can
support our customers and enable them to
meet their own supply chain SBT emission
reduction targets.
Sustainable innovation target: In addition,
we also have a sustainable innovation target to
achieve 75% of our organic raw materials by
weight to be bio-based. These absorb carbon
as they grow, and using them allows us to
minimise our impact on the environment by
designing lower-footprint products. In 2021 we
continued to show progress, achieving 69%
(2020: 67%) bio-based organic raw materials.
Carbon cover target: Climate Positive, for us,
means more than achieving net zero emissions
by 2050. Through our carbon cover target we
aim to help customers and consumers save or
avoid four times the emissions associated with
our entire value chain (scope 1, 2 and 3). In
2021 we helped customers avoid 951,000
tonnes CO2e (2020: 838,000 MT CO2e).
For more, see our 2021 Sustainability Report.
P20-23
* Net zero means eliminating almost all scope 1 and 2 emissions and significantly reducing our upstream scope 3
emissions, with any residual supply chain emissions permanently offset through fully validated and approved schemes.
Greenhouse gas scope 1 and 2 emissions and intensity charts
Since 2018, our baseline year, our total scope 1 and
2 greenhouse gas (GHG) emissions have reduced by
12.7%. Within this, scope 1 emissions increased by
4%, whilst we have seen a 60% reduction in scope 2
emissions. This has been driven by a switch to
renewable electricity across our manufacturing sites. In
2021 we engaged with Accenture to help us with
renewable electricity sourcing options for our
manufacturing sites in Asia, where availability of green
electricity is more challenging. Renewable Energy
Certificates (RECs) purchased at Thane in India and
Singapore have led to a significant reduction in
emissions this year.
Scope 1 and 2 GHG emissions from our UK operations
were 34,559 TeCO2e in 2021 (2020: 35,692 TeCO2e)
representing approximately 19% of our global GHG
emissions.
Our chosen measure of GHG emission intensity divides
our GHG emissions (market-based scope 2 emissions)
by value added2, a measure of our business activity.
Since 2018, our GHG emissions intensity has
improved by 39%, illustrating how we are decoupling
growth from our environmental impact.
Our scope 1, 2 and 3 GHG emissions are verified by
Avieco. Their formal independent verification statement
is available at: www.croda.com/carbonverification
Energy consumption and efficiency improvements
In 2021 we consumed 1,178,117,781 kWh
(2020: 1,125,612,495 kWh) of energy across our global
operations. This included 219,130,734 kWh
(2020: 222,759,173 kWh) consumed by UK operations.
As part of our strategy to improve the efficiency of
energy consumption, 36 projects were implemented
globally, realising 39,514,274 kWh of annualised
efficiency improvements, equivalent to 9,063
TeCO2e avoided emissions.
GHG emissions1
Scope 1 / tonnes CO2e
Scope 2 / tonnes CO2e
250
200
54
150
155
39
142
22
161
28
150
)
e
2
O
C
s
e
n
n
o
t
0
0
0
‘
(
i
i
s
n
o
s
s
m
e
2
d
n
a
1
100
e
p
o
c
S
50
0
)
m
£
/
e
2
O
C
e
T
(
y
t
i
s
n
e
t
n
i
i
i
s
n
o
s
s
m
e
G
H
G
GHG emissions intensity
(TeCO2e/£m)
Scope 1 and 2 emissions intensity
316
275
264
193
350
300
250
200
150
100
50
0
2018
2019
2020
2021
2018
2019
2020
2021
1. Our GHG inventory has been completed in accordance with the Greenhouse Gas Protocol, Corporate Accounting
and Reporting Standard (Revised Edition). Scope 1 emissions are calculated using Defra Government emission
conversion factors for greenhouse gas company reporting. Scope 2 emissions are market-based.
2. Value added is defined as operating profit before depreciation and employee costs at reported currency.
Emissions and energy usage
Scope 1/tonnes CO2e
Scope 2/tonnes CO2e
Total scope 1 and 2 / tonnes CO2e
Scope 1 energy use / kWh
Scope 2 energy use / kWh
Total Energy use / kWh
UK
34,321
238
34,559
185,948,678
33,182,056
219,130,734
2021
Rest of world
126,514
21,390
147,904
753,882,423
205,104,623
958,987,047
Total
160,835
21,628
182,463
939,831,101
238,286,679
1,178,117,781
UK
35,279
413
35,692
189,846,081
32,913,091
222,759,173
2020
Rest of world
114,342
27,430
141,772
708,638,453
194,214,869
902,853,322
Total
149,621
27,843
177,464
898,484,534
227,127,960
1,125,612,495
Croda International Plc
Annual Report and Accounts 2021 39
Since 2007 we have reported using the Global
conducting an analysis of our public disclosures
Accounting Standards Board (IASB). ISSB has
Reporting Initiative (GRI) framework, following
and internal data capture versus the entire
already reached agreement with VRF and other
GRI guidance on identifying and reporting
SASB framework and have started work to
sustainability reporting standard setters to pool
against indicators material to our business.
close the gaps.
With the rapidly increasing demands for
transparency and disclosure from many
stakeholders, investors and analysts in
While we anticipate further alignment with
SASB in 2022, we are also monitoring the
transformational development in global
particular, we have committed to increase our
sustainability standard setting. In June 2021
resources and expertise to develop unified
global sustainability standards for reporting and
disclosure. We will work with our stakeholders
and the standards boards to identify how we
will maintain disclosure compliance.
reporting alignment with the Sustainability
SASB and the International Integrated
We support the aims of the Task Force on
Accounting Standards Board (SASB)
Reporting Council (iiRC) announced they would
Climate-related Disclosure and are adopting
framework. In 2021 we have utilised the SASB
merge to form the Value Reporting Foundation
their reporting recommendations to aid both
process safety indicators as the basis for
(VRF) and, at COP26 in November, the IFRS
our understanding of climate change on our
measuring and reporting our Process Safety
Foundation announced the launch of the
business, and of our business on climate
progress, one of our Fundamental KPIs (see
International Sustainability Standards Board
change (see pages 40 to 43).
Sustainability Report, page 37). We are also
(ISSB) to run alongside the International
Non-financial information statement
The table below sets out where more information can be found in our Annual Report (AR) and Sustainability Report (SR) that relates to
non-financial matters, as required under the Non-Financial Reporting Directive.
requirement
Some of our relevant policies
our impact and metrics
Report page
Principal risks
Read more about
Annual Report
Sustainability
Reporting
matters
Environmental
Group SHE policy1
Process Safety
Supplier Code of Conduct2
Environmental Stewardship
Product Stewardship
Sustainable Sourcing and Supplier
Partnership
Climate Positive
Land Positive
P34 & 37
P34 & 37
P35 & 40
P35 & 41
P20 to 25
P26 to 29
Major safety or
environmental
incident (P54)
Delivering
sustainable
solutions (P53)
Our people (P54)
Ethics and
compliance (P55)
page
P31 & 54
P42
P32
P33
P36
P37
P90
P33
P92
Employee
matters
Code of Ethics2
Code of Conduct2
Delivering value through our culture
Key people metrics
Group Policy on Training and
Workforce engagement
People Positive
P30 to 33
Respect for
human rights
International Human Rights policy2
Living Wage
Group policy on Discrimination2
Fair income
Our people (P54)
P35 & 38
Social matters
Code of Conduct2
Driving innovation through D&I
P9, 12, 37, 77 and 92
Our people (P54)
Anti-bribery and
Code of Conduct2
Responsible business
corruption issues
Countering bribery2
Ethical compliance
P83
P34 & 38
Ethics and
compliance (P55)
Development2
Equal Opportunities policy2
Group SHE policy1
Code of Conduct2
Group Policy for Managing Diversity2
Transgender policy2
Croda Modern Slavery Statement2
Whistleblowing Policy2
Competition Law Policy1
Croda Fraud Policy1
Ethics Procedures Manual1
Our Commitment2
Business model Our Purpose2
Business model
P16
1. Available to employees via the Company intranet (Connect), not published externally.
2. Available to employees via the Company intranet (Connect) and published on www.croda.com.
All key risks on P53
to 55 link to our
business model
38
Croda International Plc
Annual Report and Accounts 2021
Sustainability (continued)
Task Force on Climate-related Financial
Disclosures (TCFD)
Croda has long recognised the scale of the climate emergency and
considers this to offer both opportunities and risks to our future growth.
We consider actions to mitigate these risks as a core part of delivering
our strategic Commitment to be Climate, Land and People positive
(page 30). As a ‘Race to Zero’ partner and a signatory to the UN Global
Compact’s Business Ambition for 1.5˚C we committed to set an
ambitious 1.5˚C 2030 Science Based Target (SBT) and become net zero
by 2050. In July 2021 we became the third major chemical company in
the world to have these SBT commitments verified. We continue to
integrate our climate related disclosures throughout our Annual Report
and our Sustainability Report. The Sustainability Report provides an
opportunity to explain our approach in more detail and to provide case
studies to illustrate our progress.
a.
Describe the Board’s
oversight of climate-
related risks and
opportunities.
e
c
n
a
n
r
e
v
o
G
b.
Describe
management’s role
in assessing and
managing climate-
related risks and
opportunities.
a.
Describe the climate
related risks and
opportunities the
organisation has
identified over the
short, medium,
and long-term.
b.
Describe the impact
of climate related risks
and opportunities on
the organisation’s
businesses, strategy,
and financial planning.
y
g
e
t
a
r
t
S
c.
Describe the resilience
of the organisation’s
strategy, taking into
consideration different
climate related
scenarios, including a
2°C or lower scenario.
Compliance
The Board oversees the setting and delivery of the strategy and is accountable for all risks,
including climate related risks. In 2021 the Board completed a strategic deep dive of the
sustainability strategy including opportunities and risks (page 65). The Board considers all
principal risks, including climate related risks, in its annual review (page 66). The Board
receives a quarterly update of progress against sustainability targets from the Executive
Committee, including an update on key risks and opportunities against which specific actions
have been identified (page 64). In 2021 a member of the Board attended the Executive
sustainability strategy review (of which climate is a key pillar).
Assessment, management and monitoring of climate related risks is governed through the
Sustainability Committee, which meets quarterly and which is chaired by the Chief
Sustainability Officer, Phil Ruxton. This is a formal sub-committee to the Executive Committee
(page 73), with delegated authority to oversee the development, measurement and delivery of
our sustainability KPIs across the four pillars of our strategy: Climate, Land, People and
Fundamentals (page 30). The Committee is also responsible for Group communications and
recommendations to further develop our strategy. It comprises members of the Executive
Committee and senior leaders from across Croda, with each member responsible for delivery
of specific 2030 targets across the Climate, Land, People and Fundamentals pillars. In 2021,
our CEO led the Executive Committee in a review of our sustainability strategy supported and
informed by the investor community (case study on page 19) and we held our second carbon
summit for senior leadership.
Through our global risk management process, we have identified 41 climate related
opportunities and risks covering the short, medium and longer term, covering both
transitional and physical causes as defined by the TCFD. They relate both to Croda's impact
on the environment and how our products help our customers to manage their own climate
impact, and to the impact of environmental change on Croda including increased raw material
costs, carbon pricing, emerging regulation and the effects on our people and working
environment. We describe four of these risks in more detail on page 43 and we will consider
how to disclose our risks and opportunities in additional detail in future Annual Reports. Our
sustainability materiality framework table, described on page 30, summarises risks and
opportunities identified from our 2021 materiality assessment and there is further detail on
pages 14 to 15 of our Sustainability Report.
Climate related opportunities form one of the three pillars of our sustainability strategy, to
become Climate Positive by 2030 (page 30). As a core part of our business strategy equation,
sustainability + innovation = growth, the impact of not delivering our climate related pillar is
significant and hence we recognise this in our principal risks on page 53. We assess the
impact of our risks, and the benefits of our opportunities using the six point grading scale
defined in our risk framework (page 52). In agreement with our core banking group, the
interest rate on our principal committed banking facilities is reduced if we reduce our carbon
use every year by a specified amount. If this is achieved then we will reinvest this saving in
sustainability projects (case study on page 36 2019 Annual Report). During 2021 we
completed detailed analysis of the impact of four climate related risks against three future
climate scenarios and the results are shown on page 43. We summarise our GHG
commitments and plans to reduce emissions on page 39 and provide further detail on page
20 to 23 of our 2021 Sustainability Report.
During 2021 we undertook (with support from a third party) detailed scenario analysis of four
(10%) of our climate related risks/opportunities (two transitional and two physical), to
determine the degree of resilience in our strategy. Financial impact was assessed using the
same base financial model used for both going concern and viability statement assessments.
Three climate change scenarios were considered: Orderly (+1.5°C), Disorderly (+2°C) and Hot
House (+3°C) across six five-year time horizons to 2050. Our scenario process and the results
from our 2021 assessment are summarised in more detail on page 42 and 43.
Next steps and timeframes
The Board's agenda for
2022 includes a full review
of sustainability progress
and externally provided
sustainability education,
both including climate
related risks and
opportunities.
The Sustainability
Committee will continue to
monitor and report on the
delivery of the programme
throughout 2022.
For 2022, our PSP includes
sustainability metrics which
relate to reductions in
emissions (page 96);
directly linked to our
Climate Positive
commitment.
We will consider how to
disclose our risks and
opportunities in more detail
in our 2022 Annual Report.
A further four climate
related risks will be subject
to full scenario assessment
in 2022. Although
interdependencies between
risks are identified, further
work will be focused in this
area in 2022 to make
these interdependencies
more transparent.
We will continue to assess
the resilience of our climate
strategy through further
scenario analysis in 2022.
40
Croda International Plc
Annual Report and Accounts 2021
Sustainability (continued)
Task Force on Climate-related Financial
Disclosures (TCFD)
Croda has long recognised the scale of the climate emergency and
by 2050. In July 2021 we became the third major chemical company in
considers this to offer both opportunities and risks to our future growth.
the world to have these SBT commitments verified. We continue to
We consider actions to mitigate these risks as a core part of delivering
integrate our climate related disclosures throughout our Annual Report
our strategic Commitment to be Climate, Land and People positive
and our Sustainability Report. The Sustainability Report provides an
(page 30). As a ‘Race to Zero’ partner and a signatory to the UN Global
opportunity to explain our approach in more detail and to provide case
Compact’s Business Ambition for 1.5˚C we committed to set an
studies to illustrate our progress.
ambitious 1.5˚C 2030 Science Based Target (SBT) and become net zero
a.
Describe the Board’s
oversight of climate-
related risks and
opportunities.
The Board oversees the setting and delivery of the strategy and is accountable for all risks,
The Board's agenda for
including climate related risks. In 2021 the Board completed a strategic deep dive of the
2022 includes a full review
sustainability strategy including opportunities and risks (page 65). The Board considers all
of sustainability progress
principal risks, including climate related risks, in its annual review (page 66). The Board
receives a quarterly update of progress against sustainability targets from the Executive
and externally provided
sustainability education,
Committee, including an update on key risks and opportunities against which specific actions
both including climate
e
c
n
a
n
r
e
v
o
G
b.
Describe
management’s role
in assessing and
managing climate-
related risks and
opportunities.
have been identified (page 64). In 2021 a member of the Board attended the Executive
sustainability strategy review (of which climate is a key pillar).
related risks and
opportunities.
Assessment, management and monitoring of climate related risks is governed through the
The Sustainability
Sustainability Committee, which meets quarterly and which is chaired by the Chief
Committee will continue to
Sustainability Officer, Phil Ruxton. This is a formal sub-committee to the Executive Committee
monitor and report on the
(page 73), with delegated authority to oversee the development, measurement and delivery of
delivery of the programme
our sustainability KPIs across the four pillars of our strategy: Climate, Land, People and
throughout 2022.
Fundamentals (page 30). The Committee is also responsible for Group communications and
recommendations to further develop our strategy. It comprises members of the Executive
Committee and senior leaders from across Croda, with each member responsible for delivery
of specific 2030 targets across the Climate, Land, People and Fundamentals pillars. In 2021,
our CEO led the Executive Committee in a review of our sustainability strategy supported and
informed by the investor community (case study on page 19) and we held our second carbon
summit for senior leadership.
For 2022, our PSP includes
sustainability metrics which
relate to reductions in
emissions (page 96);
directly linked to our
Climate Positive
commitment.
a.
Describe the climate
related risks and
opportunities the
organisation has
identified over the
short, medium,
and long-term.
Through our global risk management process, we have identified 41 climate related
opportunities and risks covering the short, medium and longer term, covering both
We will consider how to
disclose our risks and
transitional and physical causes as defined by the TCFD. They relate both to Croda's impact
opportunities in more detail
on the environment and how our products help our customers to manage their own climate
in our 2022 Annual Report.
impact, and to the impact of environmental change on Croda including increased raw material
costs, carbon pricing, emerging regulation and the effects on our people and working
environment. We describe four of these risks in more detail on page 43 and we will consider
how to disclose our risks and opportunities in additional detail in future Annual Reports. Our
sustainability materiality framework table, described on page 30, summarises risks and
opportunities identified from our 2021 materiality assessment and there is further detail on
pages 14 to 15 of our Sustainability Report.
b.
Describe the impact
of climate related risks
and opportunities on
the organisation’s
businesses, strategy,
and financial planning.
y
g
e
t
a
r
t
S
Climate related opportunities form one of the three pillars of our sustainability strategy, to
A further four climate
become Climate Positive by 2030 (page 30). As a core part of our business strategy equation,
related risks will be subject
sustainability + innovation = growth, the impact of not delivering our climate related pillar is
to full scenario assessment
significant and hence we recognise this in our principal risks on page 53. We assess the
in 2022. Although
impact of our risks, and the benefits of our opportunities using the six point grading scale
interdependencies between
defined in our risk framework (page 52). In agreement with our core banking group, the
risks are identified, further
interest rate on our principal committed banking facilities is reduced if we reduce our carbon
work will be focused in this
use every year by a specified amount. If this is achieved then we will reinvest this saving in
area in 2022 to make
sustainability projects (case study on page 36 2019 Annual Report). During 2021 we
these interdependencies
completed detailed analysis of the impact of four climate related risks against three future
more transparent.
climate scenarios and the results are shown on page 43. We summarise our GHG
commitments and plans to reduce emissions on page 39 and provide further detail on page
20 to 23 of our 2021 Sustainability Report.
During 2021 we undertook (with support from a third party) detailed scenario analysis of four
We will continue to assess
(10%) of our climate related risks/opportunities (two transitional and two physical), to
the resilience of our climate
determine the degree of resilience in our strategy. Financial impact was assessed using the
strategy through further
same base financial model used for both going concern and viability statement assessments.
scenario analysis in 2022.
Three climate change scenarios were considered: Orderly (+1.5°C), Disorderly (+2°C) and Hot
House (+3°C) across six five-year time horizons to 2050. Our scenario process and the results
from our 2021 assessment are summarised in more detail on page 42 and 43.
c.
Describe the resilience
of the organisation’s
strategy, taking into
consideration different
climate related
scenarios, including a
2°C or lower scenario.
In the TCFD table below we have summarised material climate related
financial disclosures consistent with the four recommendations and the
eleven recommended disclosures proposed by TCFD. Further detail of
these can be found throughout our Annual Report and Sustainability
Report as referenced. As we continue to align our approach to the
updated TCFD additional guidance which was released in October 2021
(Implementing the Recommendations of the Task Force on Climate-
related Financial Disclosures (2021 TCFD Annex)) there are some
recommendations that we continue to consider how to more completely
explain. Our work will continue throughout 2022 with the intention of
providing fuller disclosure in our 2022 Annual Report as required by the
Listing Rules.
i
S
t
r
a
t
e
g
c
r
e
p
o
r
t
Compliance
Next steps and timeframes
Compliance
a.
Describe the
organisation’s processes
for identifying and
assessing climate
related risks.
b.
Describe the
organisation’s processes
for managing climate-
related risks.
c.
Describe how processes
for identifying, assessing,
and managing climate-
related risks are
integrated into the
organisation’s overall
risk management.
a.
Disclose the metrics
used by the organisation
to assess climate related
risks and opportunities in
line with its strategy and
risk management
process.
b.
Disclose Scope 1, Scope
2 and, if appropriate,
Scope 3 greenhouse gas
(GHG) emissions and the
related risks.
c.
Describe the targets used
by the organisation to
manage climate related
risks and opportunities
and performance against
targets.
t
n
e
m
e
g
a
n
a
m
k
s
R
i
s
t
e
g
r
a
t
&
s
c
i
r
t
e
M
The process for assessing and identifying climate related risks is fully embedded as part of
our global risk management process which is described on pages 50 to 52. When new and
emerging risks or opportunities are identified they are assigned a business owner and are
prioritised using our 6x6 risk assessment scale to determine their potential impact and
likelihood. We identify climate related risks across all categories of our risk management
framework: Strategic, People and Culture, Process, External Environment (which includes
external regulatory) and Financial, and include security of raw material supply, supply chain,
existing/emerging regulation and people. Risks and opportunities are grouped as either
having transitional or physical causes as defined by the TCFD. When considering principal
risks we pull all sustainability risks together within our 'Delivering sustainable solutions' risk
(page 53) which was added as a standalone principal risk in 2019, recognising its
significance to both ourselves and our customers.
In line with our model of decentralising the management of risks and opportunities to the
first line, to be close to the point of action ownership, day-to-day management of climate
related risks and opportunities is delivered by named owners globally. Our small central
Group Sustainability and Sustainable Sourcing functions provide expertise and manage
third-party relationships. In 2021 we founded regional sustainability champions to catalyse
activity and share best practice at local level. Climate related risks and opportunities, and
their mitigating controls and actions are captured in our global risk management system,
the Digital Hive which provides transparency of risks and reporting (page 50). Delivery of
our climate pillar is led by a named senior leader and progress is reported at the quarterly
Sustainability Committee.
The process for assessing and identifying both current and emerging climate related risks
and opportunities is the same as for all our risks and uses our global risk framework which
is described on pages 50 to 52 of this report. In 2021 we conducted our fourth materiality
assessment (page 30) to take the temperature of stakeholder expectations and assess
sustainability risks and opportunities for Croda, including those relating to climate.
The metrics which we use to assess climate related risks and opportunities are described
in more detail on page 31 of this report, with further detail in our 2021 Sustainability Report
(page 20). A full ESG data pack has been developed and is downloadable from croda.com.
We include the emissions metric in our key performance indicators on page 44. In 2021 we
invested in market leading technology to collate and automate internal reporting of our
metrics and trained employees having data entry and valuation responsibilities. We describe
our internal carbon pricing on page 32.
Scope 1, 2 greenhouse gas emissions and our calculation methodology are disclosed on
page 39. In 2021 we established a clearer view of our supply chain emissions, undertaking
a thorough analysis of our scope 3 GHG emissions, which was externally verified by Avieco
(page 32). Life cycle assesment studies for key raw materials were also updated in 2021
(page 32). For more detail on our scope 3 methodology see our Sustainability Report
page 22).
As part of our sustainability strategy review in 2020, new climate related objectives and
targets were set for 2030, which are laid out in more detail on page 20 of our Sustainability
Report. Three key targets are identified (page 39): reducing emissions (including scope 1, 2
and 3 greenhouse gas emissions), sustainable innovation and carbon cover, each of which
has clearly identified targets and milestones defined.
Next steps and timeframes
The identification of
emerging risks and
opportunities and the
assessment of our current
risks will continue through
our global risk management
process (page 52).
We will continue to support
risk owners in managing
risk with the support of the
regional sustainability
champions.
Following the completion
of our 2021 materiality
assessment, emerging risks
and opportunities identified
will be added to the Digital
Hive where they do not
already exist.
In 2022 we will roll out
customisable metric
dashboards to management,
undertake an internal audit
review of non-financial KPI
processes and procedures
(page 81), and include
emissions metrics as part of
our PSP (page 96).
Based on our 2021 scope 3
carbon assessment, we will
continue to work to
decarbonise our supply
chains.
40
Croda International Plc
Annual Report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021 41
Sustainability (continued)
2021 climate scenario analysis (CSA) modelling
Scenario analysis helps us to understand the potential impact of climate change on our future business, to inform our strategy and future
business planning.
Methodology
The CSA was conducted using a standard methodology in line with the TCFD’s guidance. Climate scenarios defined by the Network for Greening
the Financial Systems (NGFS) were used to model the potential climate related risks and opportunities that Croda may be exposed to. Selected
climate related risks and opportunities identified through our risk assessment process were modelled against the following three scenario categories:
• Net Zero 2050: Orderly (+1.5°C) – early, ambitious action to a net zero CO2 emissions economy;
• Divergent Net Zero: Disorderly (+2°C) – action that is late, disruptive, sudden and / or unanticipated;
• Current Policies: Hot house world (+3°C) – limited action leads to a hot house world with significant global warming and, as a result, strongly
increased exposure to physical risks.
We considered the impact over six, five year time periods to 2050, which extends significantly beyond our strategic planning horizon but is in
line with our commitment to be net zero by 2050. For each transitional risk we also considered the impact under the assumption that Croda
continues to operate as today (business as usual) and secondly that currently planned mitigating actions to meet Science Based Targets are
successfully implemented.
Scenario data from the NGFS and Orbitas Finance, in conjunction with Croda’s financial and process data, were used to forecast and quantify the
potential levels of climate related financial risk in line with Croda’s risk matrix.
Conclusions
Our analysis shows that although the scenarios present financial risks to Croda, these could be managed by currently planned mitigating actions
meaning that we would not have to materially change our business model. Of the risks assessed the potential cost impact of carbon taxation across
the two transitional risks is the most notable, which will mitigated by implementing our planned emissions reduction programme, described in more
detail on page 39.
The transition to 100% RSPO-certified palm derivatives – mitigating transitional and physical
climate-related risks
Our sustainable sourcing activities and
future strategy will play a large part in
mitigating both physical and transitional
climate-related risks associated with our
raw materials. Since 2012 we have
supported the transition to RSPO-
certified sustainable palm, with 85%
of our purchased palm derivatives
RSPO-certified by the end of 2021.
RSPO-certified palm oil cultivation leads
to increased yields due to more efficient
farming practices, increasing availability of
palm and palm kernel oil without further
deforestation. Being a leading voice in
industry and working with coalitions such
as ASD to drive further industry transition
to RSPO helps to mitigate the risks
associated with increased pricing due to
lack of availability.
A peer reviewed LCA study1 has
demonstrated the measurable carbon
footprint reduction associated with
switching to RSPO-certified palm
derivatives.
This is contributing to progress against
our science-based target as well as
mitigating the risk and impact of any
potential carbon taxation associated with
our product carbon footprints, for both
ourselves and our customers.
1. Schmidt J and De Rosa M (2019).
Comparative LCA of RSPO-certified and
non-certified palm oil – Executive Summary.
2.-0 LCA consultants: https://lca-net.com/
clubs/palm-oil/
Since 2018, our transition to RSPO certified
ingredients has led to a 23,949 tonnesCO2e
reduction in our scope 3 purchased goods
and services category.
42
Croda International Plc
Annual Report and Accounts 2021
Sustainability (continued)
business planning.
Methodology
The CSA was conducted using a standard methodology in line with the TCFD’s guidance. Climate scenarios defined by the Network for Greening
the Financial Systems (NGFS) were used to model the potential climate related risks and opportunities that Croda may be exposed to. Selected
climate related risks and opportunities identified through our risk assessment process were modelled against the following three scenario categories:
• Net Zero 2050: Orderly (+1.5°C) – early, ambitious action to a net zero CO2 emissions economy;
• Divergent Net Zero: Disorderly (+2°C) – action that is late, disruptive, sudden and / or unanticipated;
• Current Policies: Hot house world (+3°C) – limited action leads to a hot house world with significant global warming and, as a result, strongly
increased exposure to physical risks.
We considered the impact over six, five year time periods to 2050, which extends significantly beyond our strategic planning horizon but is in
line with our commitment to be net zero by 2050. For each transitional risk we also considered the impact under the assumption that Croda
continues to operate as today (business as usual) and secondly that currently planned mitigating actions to meet Science Based Targets are
Scenario data from the NGFS and Orbitas Finance, in conjunction with Croda’s financial and process data, were used to forecast and quantify the
potential levels of climate related financial risk in line with Croda’s risk matrix.
Our analysis shows that although the scenarios present financial risks to Croda, these could be managed by currently planned mitigating actions
meaning that we would not have to materially change our business model. Of the risks assessed the potential cost impact of carbon taxation across
the two transitional risks is the most notable, which will mitigated by implementing our planned emissions reduction programme, described in more
successfully implemented.
Conclusions
detail on page 39.
The transition to 100% RSPO-certified palm derivatives – mitigating transitional and physical
climate-related risks
Our sustainable sourcing activities and
palm and palm kernel oil without further
This is contributing to progress against
future strategy will play a large part in
deforestation. Being a leading voice in
our science-based target as well as
mitigating both physical and transitional
industry and working with coalitions such
mitigating the risk and impact of any
climate-related risks associated with our
as ASD to drive further industry transition
potential carbon taxation associated with
raw materials. Since 2012 we have
to RSPO helps to mitigate the risks
our product carbon footprints, for both
supported the transition to RSPO-
associated with increased pricing due to
ourselves and our customers.
certified sustainable palm, with 85%
lack of availability.
of our purchased palm derivatives
RSPO-certified by the end of 2021.
A peer reviewed LCA study1 has
demonstrated the measurable carbon
RSPO-certified palm oil cultivation leads
footprint reduction associated with
to increased yields due to more efficient
switching to RSPO-certified palm
farming practices, increasing availability of
derivatives.
1. Schmidt J and De Rosa M (2019).
Comparative LCA of RSPO-certified and
non-certified palm oil – Executive Summary.
2.-0 LCA consultants: https://lca-net.com/
clubs/palm-oil/
Since 2018, our transition to RSPO certified
ingredients has led to a 23,949 tonnesCO2e
reduction in our scope 3 purchased goods
and services category.
2021 climate scenario analysis (CSA) modelling
Transitional risks
Scenario analysis helps us to understand the potential impact of climate change on our future business, to inform our strategy and future
Risk
Modelling assumptions
Summary of findings
Carbon pricing on
direct emissions
Cost of natural gas
Rising carbon taxes may impact profits through increased
direct costs (tax on direct emissions from operations). Key
markets may develop and implement regional policies such
as the EU carbon border tax to prevent carbon leakage.
Using Croda revenue and emissions projections, the
potential cost impact of increased carbon prices associated
with Croda direct emissions was calculated. The cost
was modelled across the future climate related scenarios
using carbon price models at a global level from the
NGFS database.
In the Current Policies scenario, the additional cost of carbon
taxes increase is limited, resulting in a minor level of financial
risk to the business out to 2045, when the risk level
increases to low. In both the Net Zero 2050 and the
Divergent Net Zero scenarios the additional costs due to
higher levels of carbon taxation are forecast to expose Croda
to high levels of financial risk beyond 2030 assuming a
business-as-usual emissions trajectory, which is mitigated
to moderate levels when following the planned emissions
reduction trajectory in line with Croda’s current Science
Based Targets.
Future costs of natural gas may impact profits through
increased direct costs. Future natural gas prices differ in
future climate scenarios but all result in an increase in unit
price, likely driven by carbon taxation. Using Croda revenue
and natural gas usage projections this scenario assessed
the possible cost to Croda of increased natural gas prices,
which has been modelled across the future climate related
scenarios using natural gas price models at a global level
from the NGFS database.
In a business-as-usual energy usage trajectory the Current
Policies scenario saw the lowest levels of financial risk,
beginning with a moderate level and reaching high risk levels
by 2040. In both the Net Zero 2050 and the Divergent Net
Zero scenarios the additional costs due to natural gas price
increases are expected to expose Croda to high levels of
financial risk from 2030 onwards. This is mitigated by
implementing Croda’s current decarbonisation strategy
resulting in reduced usage of natural gas.
i
S
t
r
a
t
e
g
c
r
e
p
o
r
t
Physical risks
Risk
Natural raw material
pricing
Modelling assumptions
Summary of findings
Potential changes in mean global temperatures are likely to
affect the location, yield and type of crops grown around
the world, with resulting impact on raw material availability
and cost. In 2020 palm oil derivatives formed a significant
volume of our raw materials and this trend is expected to
continue. As such, the future change in the price of palm
derivatives will likely have a direct effect on the cost of sale
of palm-based products. The potential changes in the cost
of sales that Croda may be exposed to has been modelled
using the future percentage increase of palm oil prices
(Orbitas – Climate Transition Risk Analyst Brief: Indonesian
Palm Oil) against the total volumes and price of palm
derivatives purchased by Croda in 2021.
The cost of palm is forecast to expose Croda to varying
levels of risk across two different climate related scenarios
for which clear models are available. In the Current Policies
scenario, the cost of palm oil increase is limited, resulting in a
low level of financial risk to the business out to 2035 at which
point the cost of palm is forecast to drop below the 2020
baseline cost resulting in a cost saving opportunity for the
business, driven by continual efficiency improvement in
farming technologies (partially supported by Croda
innovation) driving prices down. In a Net Zero 2050 scenario
a predicted increase in the cost of palm oil (driven by
increasing demand for palm oil as an alternative to fossil
based oils for fuel) is expected to drive moderate and high
levels of financial risk by 2045. Our focus on high value
niches and differentiated products with unique
characteristics helps to mitigate this risk by enabling us
to pass on raw material cost increases to our customers.
In all three future climate scenarios there are only minor
or low levels of financial risk to the business for all time
periods considered.
Labour productivity
As global mean temperature increases, heat stress within
the work force is also forecasted to increase. Heat stress
can impact labour productivity due to the reduced capacity
of the human body to perform physical labour. To maintain
forecast levels of production across the business, Croda
may have to hire more staff, increasing our overall staff
costs. Staff costs were modelled using Croda staff costs,
production volumes and expected annual growth rate in
conjunction with NGFS labour productivity due to heat
stress data.
42
Croda International Plc
Annual Report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021 43
Key Performance Indicators
Measuring our progress
Our strategy is to combine sustainability and
innovation to deliver growth. We measure our
progress against each of these priorities
through a range of KPIs.
Scope 1 & 2 emissions and intensity*
Definition:
Our operational emissions (associated with burning fuels onsite and purchased electricity),
both in absolute terms and as emissions intensity. Our chosen measure of emissions
intensity divides our GHG emissions (market-based scope 2 emissions) by value added,
a measure of our business activity*.
R
Target:
By 2030, we will have achieved our Science Based Target, reducing emissions in line
with limiting global warming to no more than 1.5°C above pre-industrial levels.
Performance:
Since 2018 our scope 1 & 2 emissions have reduced by 12.7%, in line with the absolute
emissions reduction pathway required to achieve our verified Science Based Target. This
has been driven by a 60% reduction in scope 2 emissions following a switch to renewable
electricity at our manufacturing sites. Since 2018 our emissions intensity has improved by
39% and we are successfully disconnecting growth from emissions. For more detail see
Sustainability on page 39.
Scope 1 & 2 emissions and scope
intensity
Scope 1 / tonnes CO2e
Scope 2 / tonnes CO2e
Scope 1 and 2 emissions intensity
250,000
200,000
150,000
100,000
50,000
0
350
300
250
200
150
100
50
0
2018
2019
2020
2021
)
e
2
O
C
s
e
n
n
o
t
(
i
s
n
o
s
s
m
e
i
2
d
n
a
1
e
p
o
c
S
i
E
m
s
s
o
n
s
i
i
n
t
e
n
s
i
t
y
(
t
o
n
n
e
s
C
O
2
e
/
£
m
)
y
t
i
l
i
i
b
a
n
a
t
s
u
S
Land area saved (hectares)
Definition:
Land area saved through the application of our crop protection and seed enhancement
technologies, using 2019 as our baseline year.
R
Target:
Throughout this decade, the land saved through the application of our technologies will
exceed any increase in land used to grow our raw materials by at least a factor of two,
and by 2030 we will save a minimum 200,000 hectares per year more than in 2019.
Performance:
In 2021 the use of our agricultural ingredients and new technologies saved 33,734
hectares of land compared to our 2019 baseline. This puts us on track to achieve our
2030 target that the land we save outpaces the land we use as our business grows by
a factor of at least two. Read more in our Sustainability section on page 33.
Land area saved
33,734
hectares of land saved
over the 2019 baseline
Land area saved (hectares)®
33,734
16,455
2020
2021
Health and wellbeing**
Definition:
The number of pipeline vaccines that we are contributing to that combat the
World Health Organisation's (WHO) 24 priority diseases.
Target:
By the end of 2024, our technology will be contributing to at least 10 clinical phase III
trials across at least 25% of the WHO-listed pipeline vaccines.
15/24
Our smart science is contributing
to vaccine projects combatting
15 of the WHO’s 24 priority diseases
Performance:
We have continued to increase engagement with teams researching WHO-listed pipeline vaccines
and are now supporting 79 projects (2020: 32) contributing to tackling 15 of the 24 priority diseases.
Total Recordable Injury Rate^
Definition:
The number of incidents per 200,000 hours worked where a person has sustained
an injury, including all lost time, restricted work and medical treatment cases.
Target:
Achieve TRIR of 0.3 by the end of 2024, with an interim target of 0.6 for 2022.
Performance:
The headline TRIR increased from 0.58 to 0.73^ in 2021. Injury rates at the sites of recently
acquired businesses are, on average, higher than established Croda sites and while they
are reducing as integration progresses, their inclusion has driven an increase in the overall
Group TRIR. There was also a small increase driven by existing Croda sites as a return to
more normal working patterns has seen increased recordable injuries. To read about our
performance and safety initiatives see page 36 of our 2021 Sustainability Report.
1.0
0.8
0.6
0.4
0.2
0.0
Total recordable injury rate
Employee
Contractor Combined
2017
2018
2019
2020
2021
* See page 39 for our definition of value added and further detail on our emissions intensity.
** Our People Positive strategy encompasses various targets and cannot be represented by a single KPI. In 2022 we plan to implement an employee
engagement KPI for reporting. We have also introduced a specific gender balance target to our Remuneration Policy for 2022.
^ Both the 2021 and 2020 TRIR include businesses acquired but exclude workplace related COVID-19 cases.
44
Croda International Plc
Annual Report and Accounts 2021
Key Performance Indicators
Measuring our progress
Our strategy is to combine sustainability and
innovation to deliver growth. We measure our
progress against each of these priorities
through a range of KPIs.
Scope 1 & 2 emissions and intensity*
R
Definition:
Our operational emissions (associated with burning fuels onsite and purchased electricity),
both in absolute terms and as emissions intensity. Our chosen measure of emissions
intensity divides our GHG emissions (market-based scope 2 emissions) by value added,
a measure of our business activity*.
Target:
By 2030, we will have achieved our Science Based Target, reducing emissions in line
with limiting global warming to no more than 1.5°C above pre-industrial levels.
Performance:
Since 2018 our scope 1 & 2 emissions have reduced by 12.7%, in line with the absolute
emissions reduction pathway required to achieve our verified Science Based Target. This
has been driven by a 60% reduction in scope 2 emissions following a switch to renewable
electricity at our manufacturing sites. Since 2018 our emissions intensity has improved by
39% and we are successfully disconnecting growth from emissions. For more detail see
Sustainability on page 39.
2
)
e
O
C
s
e
n
n
o
t
(
s
n
o
i
s
s
i
m
e
2
d
n
a
1
e
p
o
c
S
250,000
200,000
150,000
100,000
50,000
0
Scope 1 & 2 emissions and scope
intensity
Scope 1 / tonnes CO2e
Scope 2 / tonnes CO2e
Scope 1 and 2 emissions intensity
E
m
i
s
s
i
o
n
s
i
n
t
e
n
s
i
t
y
(
t
o
n
n
e
s
C
O
e
/
£
m
)
2
350
300
250
200
150
100
50
0
y
t
i
l
i
b
a
n
i
a
t
s
u
S
Land area saved (hectares)
R
Land area saved
Definition:
Target:
Performance:
Land area saved through the application of our crop protection and seed enhancement
technologies, using 2019 as our baseline year.
Throughout this decade, the land saved through the application of our technologies will
exceed any increase in land used to grow our raw materials by at least a factor of two,
and by 2030 we will save a minimum 200,000 hectares per year more than in 2019.
In 2021 the use of our agricultural ingredients and new technologies saved 33,734
hectares of land compared to our 2019 baseline. This puts us on track to achieve our
2030 target that the land we save outpaces the land we use as our business grows by
a factor of at least two. Read more in our Sustainability section on page 33.
2018
2019
2020
2021
Land area saved (hectares)®
33,734
33,734
hectares of land saved
over the 2019 baseline
16,455
2020
2021
Target:
Performance:
Definition:
Target:
Performance:
Health and wellbeing**
Definition:
The number of pipeline vaccines that we are contributing to that combat the
World Health Organisation's (WHO) 24 priority diseases.
By the end of 2024, our technology will be contributing to at least 10 clinical phase III
trials across at least 25% of the WHO-listed pipeline vaccines.
We have continued to increase engagement with teams researching WHO-listed pipeline vaccines
and are now supporting 79 projects (2020: 32) contributing to tackling 15 of the 24 priority diseases.
15/24
Our smart science is contributing
to vaccine projects combatting
15 of the WHO’s 24 priority diseases
Total recordable injury rate
Employee
Contractor Combined
Total Recordable Injury Rate^
The number of incidents per 200,000 hours worked where a person has sustained
an injury, including all lost time, restricted work and medical treatment cases.
Achieve TRIR of 0.3 by the end of 2024, with an interim target of 0.6 for 2022.
The headline TRIR increased from 0.58 to 0.73^ in 2021. Injury rates at the sites of recently
acquired businesses are, on average, higher than established Croda sites and while they
are reducing as integration progresses, their inclusion has driven an increase in the overall
Group TRIR. There was also a small increase driven by existing Croda sites as a return to
more normal working patterns has seen increased recordable injuries. To read about our
performance and safety initiatives see page 36 of our 2021 Sustainability Report.
1.0
0.8
0.6
0.4
0.2
0.0
* See page 39 for our definition of value added and further detail on our emissions intensity.
** Our People Positive strategy encompasses various targets and cannot be represented by a single KPI. In 2022 we plan to implement an employee
engagement KPI for reporting. We have also introduced a specific gender balance target to our Remuneration Policy for 2022.
^ Both the 2021 and 2020 TRIR include businesses acquired but exclude workplace related COVID-19 cases.
2017
2018
2019
2020
2021
44
Croda International Plc
Annual Report and Accounts 2021
Key:
R
Remuneration:
KPIs that form part of our Remuneration Policy. See page 88.
n
o
i
t
a
v
o
n
n
I
New and Protected Products (NPP) sales %
Definition:
Proportion of sales from NPP (in constant currency). NPP products are sales
protected by virtue of being either newly launched, protected by intellectual property
or by unique quality characteristics.
R
Target:
NPP sales to grow ahead of sales growth.
Performance:
NPP sales increased from 27.4% in 2020 to 28.0% on an organic basis, or to 36.6%,
including the impact of the Iberchem and Avanti acquisitions. This reflects strong
sales of lipid systems and a high NPP percentage at Iberchem where a large
proportion of sales are of new products due to ongoing innovation within that
business model. Read more about innovation in Identifying unmet needs on page 4.
Sales growth (%)
Definition:
Total sales growth measured at constant currency.
Target:
Mid-single digit % growth in Consumer Care. High-single digit % growth in Life
Sciences. Excluding raw material price recovery.
Performance:
Sales growth in 2021 was 43.2%, driven by an excellent performance across all
sectors including 52.9% growth in Consumer Care and 53.5% growth in Life
Sciences. Acquisitions contributed 16.9% to sales growth, but excluding acquisitions
underlying sales growth was 26.3%.
Return on sales (ROS) (%)
Definition:
Adjusted operating profit as a percentage of sales.
R
Target:
Improve ROS in Consumer Care. ROS similar to current levels in Life Sciences.
Performance:
Group ROS increased by 180 basis points to 24.8%. Consumer Care ROS was
24.7% (2020: 27.8%) reflecting the dilution effect from F&F, which operates at
structurally lower margins than Personal Care. Life Sciences ROS was 36.4%
(2020: 31.7%) reflecting strong growth in higher-value patient health technologies.
h
t
w
o
r
G
i
S
t
r
a
t
e
g
c
r
e
p
o
r
t
NPP sales %
27.6%
28.2%
28.1%
27.4%
Data TBC
36.6%
2017
2018
2019
2020
2021
Core Business sales growth
43.2%
4.6%
2.9%
1.1%
-2.6%
2017
2018
2019
2020
2021
CC 24.7% LS 36.4% PT 14.7% Group total 24.8%
2017
2018
2019
2020
2021
50
40
30
20
10
0
Return on invested capital (ROIC) (%)
Definition:
Adjusted operating profit after tax divided by the average adjusted invested capital.
Adjusted invested capital represents net assets adjusted for net debt, earlier goodwill
written off to reserves and accumulated amortisation of acquired intangible assets.
Return on invested capital
21.2%
19.2%
17.0%
14.6%
14.2%
Target:
ROIC of two to three times cost of capital.
Performance:
The post-tax return on invested capital (‘ROIC’) was broadly flat at 14.2%
(2020: 14.6%). Despite a significant increase in average invested capital due to the
annualisation of 2020 acquisition activity, the growth in adjusted operating profit net
of tax resulting from these investments, together with underlying growth, broadly
offset this. ROIC continues to be more than twice the Group’s cost of capital.
Adjusted basic earnings per share (EPS)
Definition:
Adjusted profit after tax divided by the average number of shares in issue.
R
Target:
At least mid-single digit % EPS growth per annum.
Performance:
Adjusted earnings per share increased by 42.5% to 250.0p. This growth was driven
by excellent profit growth and a marginally lower tax rate of 21.2% (2020: 24.1%)
offset by an increased number of shares in issue following the equity placing in 2020.
To read more about our financial performance see Finance review
P46
2017
2018
2019
2020
2021
Adjusted basic earnings per share (EPS)
179.0p
190.2p
185.0p
175.5p
250.0p
2017
2018
2019
2020
2021
Croda International Plc
Annual Report and Accounts 2021 45
Finance review
Record profit
and margin
delivered
Sales
performance
was excellent
across all sectors,
augmented by raw
material cost
recovery.”
46
Croda International Plc
Annual Report and Accounts 2021
We expect to continue with the
current accelerated capital
reinvestment and acquisition
programmes over the next three
years, given the strong demand
environment and range of growth
and technology opportunities in
Consumer Care and Life Sciences.
Jez Maiden
Group Finance Director
Adverse impact from currency translation
The average Sterling exchange rates against the Group’s key currencies strengthened during
2021 to US$1.375 (2020: US$1.285) and €1.164 (2020: €1.125). As a result, currency translation
reduced reported currency sales by £101.6m and adjusted operating profit by £24.8m.
Transactional currency impact is correlated with translation, given that the UK is a meaningful
centre of production for the Group, with the strength of Sterling having an adverse impact
on margins.
Strong sales from organic growth and acquisition
Sales grew by 35.9% to £1,889.6m (2020: £1,390.3m), comprising underlying growth of 26.3%
and a first-year acquisition benefit of 16.9%, partly offset by adverse currency translation of 7.3%.
Volume was 8.9% higher than prior year and sales price/mix rose by 17.4%, reflecting successful
recovery of raw material cost increases, together with a better product mix.
Sales
Consumer Care
Life Sciences
Performance
Technologies
Industrial Chemicals
Group
Full year ended 31 December
2021
£m Price/mix
12.8%
34.9%
763.0
572.3
Volume Acquisition Currency
34.9%
13.1%
Change
(8.3)% 44.6%
(7.7)% 45.8%
5.2%
5.5%
2020
Restated
£m
527.8
392.5
439.5
114.8
1,889.6
11.0% 12.5%
14.6% 10.3%
8.9%
17.4%
–
–
16.9%
373.6
(5.9)% 17.6%
(5.8)% 19.1%
96.4
(7.3)% 35.9% 1,390.3
Sales performance was excellent across all sectors, augmented by raw material cost recovery.
Consumer Care sales increased by 44.6%, supported by a return to strong volume growth. Life
Sciences sales increased by 45.8%, with growth across all markets and sales of approximately
US$200m from the lipid systems platform primarily to our principal vaccine customers. With
volume growth in industrial end markets, Performance Technologies sales increased by 17.6%,
whilst a recovery in commodity prices saw Industrial Chemicals sales 19.1% higher. Overall,
year-on-year growth was slightly lower in the second half year, due to a softer first half comparator
when COVID-19 had its biggest impact in 2020.
2021 sales growth
Consumer Care
Life Sciences
Performance Technologies
Industrial Chemicals
Group
First
half
%
46.2
61.5
14.7
12.6
38.8
Second
half
%
43.1
32.5
20.8
25.3
33.2
Full
year
%
44.6
45.8
17.6
19.1
35.9
Note: Sector results for full year 2020 have been restated to reflect a change to the Group’s reporting structure.
Finance review
Record profit
and margin
delivered
Jez Maiden
Group Finance Director
Sales
performance
was excellent
across all sectors,
augmented by raw
material cost
recovery.”
We expect to continue with the
current accelerated capital
reinvestment and acquisition
programmes over the next three
years, given the strong demand
environment and range of growth
and technology opportunities in
Consumer Care and Life Sciences.
Adverse impact from currency translation
The average Sterling exchange rates against the Group’s key currencies strengthened during
2021 to US$1.375 (2020: US$1.285) and €1.164 (2020: €1.125). As a result, currency translation
reduced reported currency sales by £101.6m and adjusted operating profit by £24.8m.
Transactional currency impact is correlated with translation, given that the UK is a meaningful
centre of production for the Group, with the strength of Sterling having an adverse impact
on margins.
Strong sales from organic growth and acquisition
Sales grew by 35.9% to £1,889.6m (2020: £1,390.3m), comprising underlying growth of 26.3%
and a first-year acquisition benefit of 16.9%, partly offset by adverse currency translation of 7.3%.
Volume was 8.9% higher than prior year and sales price/mix rose by 17.4%, reflecting successful
recovery of raw material cost increases, together with a better product mix.
Sales
Consumer Care
Life Sciences
Performance
Technologies
Industrial Chemicals
2021
763.0
572.3
439.5
114.8
Full year ended 31 December
£m Price/mix
Volume Acquisition Currency
Change
12.8%
34.9%
5.2%
5.5%
34.9%
13.1%
(8.3)% 44.6%
(7.7)% 45.8%
2020
Restated
£m
527.8
392.5
11.0% 12.5%
14.6% 10.3%
–
–
(5.9)% 17.6%
(5.8)% 19.1%
373.6
96.4
Group
1,889.6
17.4%
8.9%
16.9%
(7.3)% 35.9% 1,390.3
Sales performance was excellent across all sectors, augmented by raw material cost recovery.
Consumer Care sales increased by 44.6%, supported by a return to strong volume growth. Life
Sciences sales increased by 45.8%, with growth across all markets and sales of approximately
US$200m from the lipid systems platform primarily to our principal vaccine customers. With
volume growth in industrial end markets, Performance Technologies sales increased by 17.6%,
whilst a recovery in commodity prices saw Industrial Chemicals sales 19.1% higher. Overall,
year-on-year growth was slightly lower in the second half year, due to a softer first half comparator
when COVID-19 had its biggest impact in 2020.
2021 sales growth
Consumer Care
Life Sciences
Performance Technologies
Industrial Chemicals
Group
First
half
%
46.2
61.5
14.7
12.6
38.8
Second
half
%
43.1
32.5
20.8
25.3
33.2
Full
year
%
44.6
45.8
17.6
19.1
35.9
Note: Sector results for full year 2020 have been restated to reflect a change to the Group’s reporting structure.
i
S
t
r
a
t
e
g
c
r
e
p
o
r
t
Underlying sales were 17.7% ahead of 2019 (excluding sales of lipid systems introduced since 2019, to provide a better basis of comparison),
demonstrating significant growth against pre-pandemic levels. Consumer Care, Life Sciences and Performance Technologies were all up double-
digit percentage on 2019.
Underlying sales growth (excluding lipid systems)
Consumer Care
Life Sciences
Performance Technologies
Industrial Chemicals
Group
% change
2021 vs.
2019
17.3
23.6
15.9
8.0
17.7
Record profit and margin delivered
2021 saw the most significant upward movement in raw material prices for over a decade, with our average basket of raw materials in the underlying
business up 17% across the year. Croda’s operating model is to recover such increases as they occur and this has been delivered overall, despite a
small lag in recovery in F&F, where the business model differs from Croda’s traditional model. Alongside a strengthening product mix as we grew in
higher value niches, this resulted in an improvement of 17% in sales price/mix.
2021 also saw significant volume recovery globally, up 9% in underlying terms, as consumer demand returned as COVID impacts eased and
customers restocked. Combined with global supply chain disruption affecting many industries, including a shortage of freight containers and delays
accessing ports, together with new UK/European trading procedures post-Brexit and higher COVID-related absenteeism, maintaining customer
service came under some stress and we increased tactical inventory volume to alleviate delays and protect customer supply. With volume growth
moderating towards the end of the year, service levels improved. Our Brexit preparation plans were implemented smoothly and successfully.
2021 included a significantly higher remuneration incentive charge than the prior year, reflecting bonus and share-based payment costs due to the
enhanced profit and share price performance; this reduced year-on-year margin by two percentage points. Despite these headwinds, Croda
achieved a record profit and return on sales in 2021.
Sales
Cost of sales
Gross profit
Operating costs
Operating profit
Net interest charge
Profit before tax
Tax
Profit after tax
2021
IFRS
£m
1,889.6
(950.7)
938.9
(500.7)
438.2
(26.7)
411.5
(88.7)
322.8
Adjustments
£m
–
–
–
(30.4)
(30.4)
(3.3)
(33.7)
5.7
(28.0)
Adjusted
£m
1,889.6
(950.7)
938.9
(470.3)
468.6
(23.4)
445.2
(94.4)
350.8
IFRS
£m
1,390.3
(758.2)
632.1
(342.1)
290.0
(20.5)
269.5
(67.9)
201.6
2020
Adjustments
£m
–
–
–
(29.6)
(29.6)
(1.5)
(31.1)
4.5
(26.6)
Adjusted
£m
1,390.3
(758.2)
632.1
(312.5)
319.6
(19.0)
300.6
(72.4)
228.2
IFRS operating profit increased by 51.1% to £438.2m (2020: £290.0m).
The charge for adjusting items before tax was £33.7m (2020: £31.1m). In common with many companies, Croda identifies adjusting items as
amortisation of intangible assets arising on acquisition, together with exceptional items, which require separate disclosure by virtue of their size or
incidence. The charge for amortisation of intangible assets before tax increased to £34.3m (2020: £13.6m), reflecting the impact of recent
acquisitions. The net credit on exceptional items before tax was £0.6m (2020 charge: £17.5m), comprising a gain on pensions of £11.2m (arising
from transfer of the Dutch scheme to a collective defined contribution arrangement); a gain on contingent consideration of £6.2m related to previous
acquisitions; a charge for business acquisition and disposal costs of £13.5m, principally relating to the sale of the majority of PTIC; and a charge for
the unwind of the discount on contingent consideration of £3.3m. Excluding these adjusting items, adjusted operating profit increased by 46.6% to
£468.6m (2020: £319.6m), reflecting higher sales and margin. Return on sales improved to 24.8% (2020: 23.0%).
With the adjusted net interest charge increasing to £23.4m (2020: £19.0m), including the write-off of a loan to a technology investment, adjusted
profit before tax increased by 48.1% to £445.2m (2020: £300.6m). IFRS profit before tax increased by 52.7% to £411.5m (2020: £269.5m).
The effective tax rate on adjusted profit reduced to 21.2% (2020: 24.1%). This benefitted from a one-off settlement of a previous uncertain tax
position; we expect the future tax rate to be around 25%. The impact of the divestment of the majority of PTIC on the future tax rate is expected to
be immaterial. There were no other significant adjustments between the Group’s expected and reported tax charge based on its accounting profit.
With an increase in shares in issue following the equity placing to acquire Iberchem in late 2020, IFRS basic earnings per share (EPS) were 230.0p
(2020: 155.1p) and adjusted basic EPS increased by 42.5% to 250.0p (2020: 175.5p).
Profit performance was strong across all sectors, led by Life Sciences where adjusted operating profit was up 67.5%, reflecting sales growth and an
improvement in product mix towards higher value add niches. Consumer Care adjusted operating profit rose 28.7%, strengthening in the second
half year with continued growth and mix improvement in its Personal Care business. Performance Technologies benefitted from the recovery in
demand, with higher volume positively impacting operating leverage, resulting in adjusted operating profit 31.9% higher. Industrial Chemicals enjoyed
significantly better profit due to improved commodity pricing.
46
Croda International Plc
Annual Report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021 47
Finance review (continued)
Operating profit
Consumer Care
Life Sciences
Performance Technologies
Industrial Chemicals
Group
2021
IFRS
£m
168.0
201.0
62.7
6.5
438.2
Adjustments
£m
(20.5)
(7.5)
(1.8)
(0.6)
(30.4)
Adjusted
£m
188.5
208.5
64.5
7.1
468.6
2020 restated
IFRS
£m
133.0
112.3
45.3
(0.6)
290.0
Adjustments
£m
(13.5)
(12.2)
(3.6)
(0.3)
(29.6)
Adjusted
£m
146.5
124.5
48.9
(0.3)
319.6
Underlying growth across the sectors added £116.0m to adjusted operating profit, acquisitions within the first year of ownership contributed £57.8m
and currency represented a £24.8m headwind.
Adjusted profit
Consumer Care
Life Sciences
Performance Technologies
Industrial Chemicals
Operating profit
Net interest
Profit before tax
Full year ended 31 December
Underlying
growth
£m
27.8
62.5
17.9
7.8
116.0
Acquisition
impact
£m
26.0
31.8
–
–
57.8
Currency
impact
£m
(11.8)
(10.3)
(2.3)
(0.4)
(24.8)
2021
£m
188.5
208.5
64.5
7.1
468.6
(23.4)
445.2
2020
restated
£m
146.5
124.5
48.9
(0.3)
319.6
(19.0)
300.6
Change
28.7%
67.5%
31.9%
–
46.6%
23.2%
48.1%
Impact of the divestment of the majority of PTIC
On 22 December 2021, the Group announced an agreement to divest the majority of the PTIC business and is currently working with the acquirer on
the process to separate the acquired activities from the Group. With completion of the divestment expected in summer 2022, this transaction had no
impact on the Group’s reported results for 2021, except for costs incurred reported as an exceptional item. In these 2021 results, PTIC revenue totalled
£554m (2020: £470m) and adjusted operating profit was £72m (2020: £49m). Taking account of the value to be retained by Croda under future supply
agreements for products to be manufactured at Croda sites and supplied to the acquirer, together with dis-synergy costs remaining with Croda which
were previously allocated to the divested business, the estimated impact of the divestment on Croda’s reported 2021 results, had it occurred at the
start of 2021, would have been to reduce revenue by £361m (2020: £298m) and adjusted operating profit by £59m (2020: £36m).
Lower free cash flow reflecting higher investment and demand growth
Free cash flow reduced to £153.6m (2020: £176.9m) as a result of higher working capital and increased capital investment. Working capital rose by
just over £100m due to increased raw material costs and selling prices, higher sales volumes and tactical increases in inventory to mitigate global
distribution challenges. The impact of higher pricing and sales volume (at constant working days cover) accounted for approximately £69m of the
increase with the balance reflecting tactical increases.
Full year ended 31 December
Cash flow
Adjusted operating profit
Depreciation and amortisation
EBITDA
Working capital
Net capital expenditure
Payment of lease liabilities
Non-cash pension expense
Interest & tax
Free cash flow
Dividends
Issue of new equity
Acquisitions
Other cash movements
Net cash flow
Net movement in borrowings
Net movement in cash and cash equivalents
Capital investment increased to £158.5m (2020: £121.0m), reflecting the
start of a programme to reinvest proceeds from the divestment of the
majority of PTIC to unlock growth opportunities in Consumer Care and
Life Sciences. This is creating new technology platforms and expanding
existing capacity to drive superior future growth. This organic expansion
is supported by selected inorganic acquisition opportunities, with 2021
seeing £58.8m invested in new platforms, with Parfex in fine fragrances
and Alban Muller in natural Beauty Actives. Together, this organic and
inorganic investment reflects elements 1 and 3 of the Group’s capital
allocation policy, to:
48
Croda International Plc
Annual Report and Accounts 2021
2021
£m
468.6
79.0
547.6
(102.5)
(158.5)
(14.4)
11.2
(129.8)
153.6
(132.5)
–
(58.8)
19.0
(18.7)
37.6
18.9
2020
£m
319.6
68.2
387.8
(2.3)
(121.0)
(7.6)
7.7
(87.7)
176.9
(115.9)
615.5
(869.7)
(26.6)
(219.8)
237.3
17.5
1. Reinvest for growth – invest in organic capital expenditure to drive
shareholder value creation through new capacity, product innovation
and expansion in attractive geographic markets to drive sales and
profit growth;
2. Provide regular returns to shareholders – pay a regular dividend
to shareholders, representing 40 to 50% of adjusted earnings over the
business cycle. The full year dividend has been raised by 10% to
100.0p (2020: 91.0p), being 40% of adjusted earnings;
3. Acquire disruptive technologies – to supplement organic growth,
target a number of exciting technology acquisitions in existing and
adjacent markets, strengthening Consumer Care and expanding Life
Sciences; and
Finance review (continued)
Operating profit
Consumer Care
Life Sciences
Performance Technologies
Industrial Chemicals
Group
Adjusted profit
Consumer Care
Life Sciences
Operating profit
Net interest
Profit before tax
Performance Technologies
Industrial Chemicals
Cash flow
Adjusted operating profit
Depreciation and amortisation
EBITDA
Working capital
Net capital expenditure
Payment of lease liabilities
Non-cash pension expense
Interest & tax
Free cash flow
Dividends
Issue of new equity
Acquisitions
Other cash movements
Net cash flow
Net movement in borrowings
Net movement in cash and cash equivalents
Underlying growth across the sectors added £116.0m to adjusted operating profit, acquisitions within the first year of ownership contributed £57.8m
and currency represented a £24.8m headwind.
2021
2020 restated
IFRS
Adjustments
Adjusted
IFRS
Adjustments
Adjusted
£m
(20.5)
(7.5)
(1.8)
(0.6)
(30.4)
growth
£m
27.8
62.5
17.9
7.8
£m
188.5
208.5
64.5
7.1
468.6
impact
£m
26.0
31.8
–
–
£m
133.0
112.3
45.3
(0.6)
290.0
Currency
impact
£m
(11.8)
(10.3)
(2.3)
(0.4)
(24.8)
116.0
57.8
Full year ended 31 December
Underlying
Acquisition
£m
168.0
201.0
62.7
6.5
438.2
2021
£m
188.5
208.5
64.5
7.1
468.6
(23.4)
445.2
£m
(13.5)
(12.2)
(3.6)
(0.3)
(29.6)
2020
restated
£m
146.5
124.5
48.9
(0.3)
319.6
(19.0)
300.6
£m
146.5
124.5
48.9
(0.3)
319.6
Change
28.7%
67.5%
31.9%
–
46.6%
23.2%
48.1%
4. Maintain an appropriate balance sheet and return excess
capital – maintain an appropriate balance sheet to meet future
investment and trading requirements, targeting a leverage ratio of 1 to
2x over the medium-term cycle. We consider returning excess capital
to shareholders when leverage falls below our target range and
sufficient capital is available to meet our investment opportunities.
At 31 December 2021, the leverage ratio was 1.4x (31 December
2020: 1.8x) and is expected to fall below 1x on completion of the
disposal of the majority of PTIC.
We expect to continue with the current accelerated capital reinvestment
and acquisition programmes over the next three years, given the strong
demand environment and range of growth and technology opportunities
in Consumer Care and Life Sciences.
The post-tax ROIC was broadly flat at 14.2% (2020: 14.6%). Despite a
significant increase in average invested capital due to the annualisation
of 2020 acquisition activity, the growth in adjusted operating profit net of
tax resulting from these investments, together with underlying growth,
broadly offset this. ROIC continues to be more than twice the Group’s
cost of capital.
Closing net debt was £823.2m (31 December 2020: £800.5m). The
Group has a strong balance sheet with its material debt maturities falling
due between 2023 and 2030, and the primary bank revolving credit
facility extended during the year to 2026. As at 31 December 2021,
the Group had committed funding in place of £1,225.8m, undrawn
committed facilities of £334.4m and £112.8m in cash.
As part of the annual review of going concern, the Group conducts a
series of scenario tests for different economic environments. In 2021,
Group sales and profit performed well ahead of the base case scenario
evaluated in February 2021, whilst cash generation was broadly similar.
Retirement benefits
The post-tax asset on retirement benefit plans at 31 December 2021,
measured on an accounting valuation basis under IAS 19, improved to
£5.8m (31 December 2020: £25.3m liability), primarily due to higher
discount rates and the transfer of the Dutch scheme to a collective
defined contribution arrangement. This new arrangement is accounted
for as a defined contribution scheme as the Group pays a fixed rate of
contributions and members are paid pensions with variable increases.
The triennial actuarial valuation of the largest pension plan, the UK Croda
Pension Scheme, was performed as at 30 September 2020 and
indicated that the scheme was 101% funded on a technical provisions
basis. Consequently, no deficit recovery plan is required. The Group has
discussed with the Trustee the impact on the scheme of the planned
divestment of the majority of PTIC and no changes to funding are
anticipated as a result.
i
S
t
r
a
t
e
g
c
r
e
p
o
r
t
Impact of the divestment of the majority of PTIC
On 22 December 2021, the Group announced an agreement to divest the majority of the PTIC business and is currently working with the acquirer on
the process to separate the acquired activities from the Group. With completion of the divestment expected in summer 2022, this transaction had no
impact on the Group’s reported results for 2021, except for costs incurred reported as an exceptional item. In these 2021 results, PTIC revenue totalled
£554m (2020: £470m) and adjusted operating profit was £72m (2020: £49m). Taking account of the value to be retained by Croda under future supply
agreements for products to be manufactured at Croda sites and supplied to the acquirer, together with dis-synergy costs remaining with Croda which
were previously allocated to the divested business, the estimated impact of the divestment on Croda’s reported 2021 results, had it occurred at the
start of 2021, would have been to reduce revenue by £361m (2020: £298m) and adjusted operating profit by £59m (2020: £36m).
Lower free cash flow reflecting higher investment and demand growth
Free cash flow reduced to £153.6m (2020: £176.9m) as a result of higher working capital and increased capital investment. Working capital rose by
just over £100m due to increased raw material costs and selling prices, higher sales volumes and tactical increases in inventory to mitigate global
distribution challenges. The impact of higher pricing and sales volume (at constant working days cover) accounted for approximately £69m of the
increase with the balance reflecting tactical increases.
Full year ended 31 December
Capital investment increased to £158.5m (2020: £121.0m), reflecting the
1. Reinvest for growth – invest in organic capital expenditure to drive
start of a programme to reinvest proceeds from the divestment of the
shareholder value creation through new capacity, product innovation
majority of PTIC to unlock growth opportunities in Consumer Care and
and expansion in attractive geographic markets to drive sales and
Life Sciences. This is creating new technology platforms and expanding
profit growth;
existing capacity to drive superior future growth. This organic expansion
is supported by selected inorganic acquisition opportunities, with 2021
seeing £58.8m invested in new platforms, with Parfex in fine fragrances
and Alban Muller in natural Beauty Actives. Together, this organic and
inorganic investment reflects elements 1 and 3 of the Group’s capital
allocation policy, to:
2. Provide regular returns to shareholders – pay a regular dividend
to shareholders, representing 40 to 50% of adjusted earnings over the
business cycle. The full year dividend has been raised by 10% to
100.0p (2020: 91.0p), being 40% of adjusted earnings;
3. Acquire disruptive technologies – to supplement organic growth,
target a number of exciting technology acquisitions in existing and
adjacent markets, strengthening Consumer Care and expanding Life
Sciences; and
48
Croda International Plc
Annual Report and Accounts 2021
2021
£m
468.6
79.0
547.6
(102.5)
(158.5)
(14.4)
11.2
(129.8)
153.6
(132.5)
–
(58.8)
19.0
(18.7)
37.6
18.9
2020
£m
319.6
68.2
387.8
(2.3)
(121.0)
(7.6)
7.7
(87.7)
176.9
(115.9)
615.5
(869.7)
(26.6)
(219.8)
237.3
17.5
Alternative Performance Measures (APMs)
We use a number of APMs to assist in presenting information in this
statement in an easily analysable and comparable form. We use such
measures consistently at the half year and full year, and reconcile
them as appropriate. Whilst the Board believes the APMs used
provide a meaningful basis upon which to analyse the Group’s
financial performance and position, which is helpful to the reader, it
notes that APMs have certain limitations, including the exclusion of
significant recurring items, and may not be directly comparable with
similarly titled measures presented by other companies.
The measures used in this statement include:
• Constant currency results: these reflect current year
performance for existing business translated at the prior year's
average exchange rates and include the impact of acquisitions.
Constant currency results are the primary measure used by
management to monitor the performance of overseas business
units, since they remove the impact of currency translation into
Sterling, the Group’s reporting currency, over which those overseas
units have no control. Constant currency results are similarly useful
to shareholders in understanding the performance of the Group
excluding the impact of movements in currency translation over
which the Group has no control. Constant currency results are
reconciled to reported results in the Finance Review. The APMs
are calculated as follows:
• For constant currency profit, translation is performed using the
entity reporting currency;
• For constant currency sales, local currency sales are translated
into the most relevant functional currency of the destination
country of sale (for example, sales in Latin America are primarily
made in US Dollars, which is therefore used as the functional
currency). Sales in functional currency are then translated
into Sterling using the prior year’s average rates for the
corresponding period;
• Underlying results: these reflect constant currency values
adjusted to exclude acquisitions and disposals in the first year of
impact. They are used by management to measure the
performance of each sector before the benefit of acquisitions or the
impact of divestments are included, in order to assess the organic
performance of the sector, thereby providing a consistent basis on
which to make year-on-year comparison. They are seen as similarly
useful to shareholders in assessing the performance of the
business. Underlying results are reconciled to reported results in the
Finance review;
• Adjusted results: these are stated before exceptional items and
amortisation of intangible assets arising on acquisition, and tax
thereon. The Board believes that the adjusted presentation (and the
columnar format adopted for the Group income statement) assists
shareholders by providing a meaningful basis upon which to analyse
business performance and make year-on-year comparisons. The
same measures are used by management for planning, budgeting
and reporting purposes and for the internal assessment of operating
performance across the Group. The adjusted presentation is
adopted on a consistent basis for each half year and full year results;
• Return on sales: this is adjusted operating profit divided by sales,
at reported currency. Management uses the measure to assess the
profitability of each sector and the Group, as part of its drive to grow
profit by more than sales value, in turn by more than sales volume,
as set out in the Chief Executive’s review;
• Return on invested capital (ROIC): this is adjusted operating
profit after tax divided by the average adjusted invested capital.
Adjusted invested capital represents net assets adjusted for net
debt, earlier goodwill written off to reserves and accumulated
amortisation of acquired intangible assets. The Board believes that
ROIC is a key measure of efficient capital allocation, in line with its
policy set out in the Finance Review, with its aim being to maintain a
ROIC of two to three times the cost of capital over the cycle, and
that it is useful to shareholders in assessing the superior returns
delivered by the Group and the impact of deploying more capital to
grow future returns faster;
• Net debt: comprises cash and cash equivalents (including bank
overdrafts), current and non-current borrowings and lease liabilities.
Management uses this measure to monitor debt funding levels and
compliance with the Group’s funding covenants which also use this
measure. It believes that net debt is a helpful additional measure for
shareholders in assessing the risk to equity holders and the capacity
to invest more capital in the business;
• Leverage ratio: this is the ratio of net debt to Earnings Before
Interest, Tax, Depreciation and Amortisation (EBITDA) adjusted to
include EBITDA from acquisitions or disposals in the last 12 month
period. EBITDA is adjusted operating profit plus depreciation and
amortisation. The Board monitors the leverage ratio against the
Group’s debt funding covenants and overall appetite for funding risk,
in approving capital expenditure and acquisitions. It believes that the
APM is a helpful additional measure for shareholders in assessing
the risk to equity holders and the capacity to invest more capital in
the business;
• Free cash flow: comprises EBITDA less movements in working
capital, net capital expenditure, payment of lease liabilities, non-cash
pension expense, and interest and tax payments. The Board uses
free cash flow to monitor the Group’s overall cash generation
capability, to assess the ability of the Company to pay dividends and
to finance future expansion, and, as such, it believes this is useful to
shareholders in their assessment of the Group’s performance.
Croda International Plc
Annual Report and Accounts 2021 49
Risk management
Managing risk
Our risk framework enables the business to protect and create
value, helping us to identify opportunities and minimise threats
to the delivery of our strategic and operational objectives.
Our principal risks
Our risk heat map (page 52) identifies principal
pre-mitigation risks and reflects a summary of
local risks identified in the risk framework. They
are those that we consider most impact our
business model (page 16) and the delivery of
our long-term strategic objectives (page 20).
They are explained in further detail in the table
on pages 53 to 55. These risks also form the
basis of scenario testing for the assessment of
long-term viability of the Company on page 56.
Changes to our gross risk environment
in 2021
Movements on the risk heat map on page 52
reflect changes to the long-term risk
environment that we are facing and how these
risks have changed in the year. In 2021 we
have added one new principal risk, whilst three
risks have moved out of the principal list.
Business system security risks have increased
during 2021 as a result of increasing cyber
threats globally, whilst other principal risks have
remained at the same level as 2020.
All risks continue to be monitored by the Risk
Management Committee for significant change
and if the impact or likelihood increases will be
identified as principal risks in future.
New principal risks in 2021
In the light of significant business change
programmes being driven by our strategy (page
20) we have added a standalone principal risk
relating to Management of Business Change
which is described in detail, together with our
mitigation approach, on page 54.
Risk strategy and governance
Our Board owns and oversees our risk
management programme, with overall
responsibility for ensuring that our risks are
aligned with our goals and strategic objectives.
The Audit Committee assists the Board in
monitoring the effectiveness of our risk
management and internal control policies,
procedures and systems (page 81).
Risk monitoring and reporting
Global visibility of all risks is delivered through
our global risk reporting dashboard, updated
daily from our risk and control system (the
Digital Hive) which provides a platform to
understand and manage risks and enables risk
comparison across regions, operations and
sectors. Using our global risk management
framework (page 52), similar risks are
considered together by generic risk area,
sub-categories and categories, giving the
Board and management visibility of the
aggregated risks on a Group-wide basis. Each
of our strategic and operational risks is owned
by an Executive member.
Risk appetite
Risk appetite statements are defined for each
subcategory of risks and each generic risk has
a defined risk appetite, visible to all risk owners,
which is owned and reviewed by an Executive
member. Risk appetite statements are reviewed
annually by the Executive and the Board (page
66) in order to guide the actions management
take in executing our strategy.
Key risk indicators
We set targets to help monitor performance in
mitigating our risks. These targets also support
decision making by providing management with
information about Executive expectations and
are monitored and reviewed by the risk related
steering groups (page 52).
Risk culture
We use our global risk management framework
(page 52) to drive an integrated and owned
approach to risk management through the
culture of the entire organisation.
Risk oversight
The Board carried out a robust assessment of
emerging and principal risks facing the Group
at its meeting in July (page 66), including those
that would threaten its business model, future
performance, solvency or liquidity. It also
received quarterly assurance updates from the
Chair of the Risk Management Committee.
Risk management
Responsibility for risk management is
embedded throughout our organisation. Our
first line of defence, our employees, have a
responsibility to manage day-to-day risk in
their own areas guided by Group policies,
procedures and control frameworks. Local
management, and ultimately the Executive,
ensure that risks are managed, maintained,
reviewed and actioned according to
these frameworks.
The second line of defence is provided by
management team review of each risk register,
culminating in review by the Risk Management
Committee (page 52), which meets quarterly to
challenge and monitor current risks and receive
presentations from key risk owners. Insight on
external trends and on internal emerging risks
(from review of the bottom-up risk registers) is
provided by the risk team and discussed by
the Committee.
The third line of defence is assurance over the
effectiveness of mitigating controls, which is
provided through internal audits in addition to
reports from external assurance providers.
These reports are reviewed by three Executive
Committees (page 52) and are monitored and
challenged by the Audit Committee (page 81)
and the Board.
We have a Global Crisis Management plan in
place to manage significant risk events, owned
by the Executive, which is tested at least
annually based on key risk scenarios.
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Risk management
Managing risk
Our risk framework enables the business to protect and create
value, helping us to identify opportunities and minimise threats
to the delivery of our strategic and operational objectives.
Risk strategy and governance
Risk culture
Our Board owns and oversees our risk
management programme, with overall
We use our global risk management framework
(page 52) to drive an integrated and owned
responsibility for ensuring that our risks are
approach to risk management through the
aligned with our goals and strategic objectives.
culture of the entire organisation.
The Audit Committee assists the Board in
monitoring the effectiveness of our risk
management and internal control policies,
procedures and systems (page 81).
Risk monitoring and reporting
Risk oversight
The Board carried out a robust assessment of
emerging and principal risks facing the Group
at its meeting in July (page 66), including those
that would threaten its business model, future
Global visibility of all risks is delivered through
performance, solvency or liquidity. It also
Our principal risks
Our risk heat map (page 52) identifies principal
pre-mitigation risks and reflects a summary of
local risks identified in the risk framework. They
are those that we consider most impact our
business model (page 16) and the delivery of
our long-term strategic objectives (page 20).
They are explained in further detail in the table
on pages 53 to 55. These risks also form the
basis of scenario testing for the assessment of
long-term viability of the Company on page 56.
our global risk reporting dashboard, updated
received quarterly assurance updates from the
Changes to our gross risk environment
daily from our risk and control system (the
Chair of the Risk Management Committee.
in 2021
Digital Hive) which provides a platform to
understand and manage risks and enables risk
comparison across regions, operations and
sectors. Using our global risk management
framework (page 52), similar risks are
considered together by generic risk area,
sub-categories and categories, giving the
Board and management visibility of the
aggregated risks on a Group-wide basis. Each
of our strategic and operational risks is owned
by an Executive member.
Risk appetite
Risk appetite statements are defined for each
subcategory of risks and each generic risk has
a defined risk appetite, visible to all risk owners,
which is owned and reviewed by an Executive
member. Risk appetite statements are reviewed
annually by the Executive and the Board (page
66) in order to guide the actions management
take in executing our strategy.
Key risk indicators
We set targets to help monitor performance in
mitigating our risks. These targets also support
decision making by providing management with
information about Executive expectations and
are monitored and reviewed by the risk related
steering groups (page 52).
Risk management
Responsibility for risk management is
embedded throughout our organisation. Our
first line of defence, our employees, have a
responsibility to manage day-to-day risk in
their own areas guided by Group policies,
procedures and control frameworks. Local
management, and ultimately the Executive,
ensure that risks are managed, maintained,
reviewed and actioned according to
these frameworks.
The second line of defence is provided by
Movements on the risk heat map on page 52
reflect changes to the long-term risk
environment that we are facing and how these
risks have changed in the year. In 2021 we
have added one new principal risk, whilst three
risks have moved out of the principal list.
Business system security risks have increased
during 2021 as a result of increasing cyber
threats globally, whilst other principal risks have
remained at the same level as 2020.
All risks continue to be monitored by the Risk
Management Committee for significant change
management team review of each risk register,
and if the impact or likelihood increases will be
culminating in review by the Risk Management
identified as principal risks in future.
New principal risks in 2021
In the light of significant business change
programmes being driven by our strategy (page
20) we have added a standalone principal risk
relating to Management of Business Change
which is described in detail, together with our
mitigation approach, on page 54.
Committee (page 52), which meets quarterly to
challenge and monitor current risks and receive
presentations from key risk owners. Insight on
external trends and on internal emerging risks
(from review of the bottom-up risk registers) is
provided by the risk team and discussed by
the Committee.
The third line of defence is assurance over the
effectiveness of mitigating controls, which is
provided through internal audits in addition to
reports from external assurance providers.
These reports are reviewed by three Executive
Committees (page 52) and are monitored and
challenged by the Audit Committee (page 81)
and the Board.
We have a Global Crisis Management plan in
place to manage significant risk events, owned
by the Executive, which is tested at least
annually based on key risk scenarios.
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Risks moving out of principal risks in 2021
Management’s view is that the three risks
which are no longer considered to be principal
are all effectively managed. They are also
slower velocity risks, giving us time to take
mitigating actions to address any increased
levels of risk. These risks are:
• Supplier and raw material security: The last
two years have seen a period of significant
disruption to global trade (see case study
below). Throughout this period our
procurement teams have worked with
suppliers to ensure that raw materials
continue to be available and production has
remained uninterrupted. Our ability to secure
supply in such a challenging period enables
us to reduce the impact of supplier and raw
material security which results in the risk
falling outside our definition of a principal risk.
• Product stewardship and chemical regulatory
compliance: We consider this to be a risk
with well established operational process, a
dedicated specialist team and no recent
issues. In 2021 we increased the size of the
team to address complexity in this area and
to support further integration across the
business. This enabled us to reduce the
likelihood of the risk, which results in this risk
falling outside our definition of a principal risk.
• Ineffective management of pension fund: In
2021 we worked with the UK scheme trustee
to further reduce the likelihood of investment
and funding risks. Given the Group’s balance
sheet strength, the impact of any significant
increased funding requirements impacting
Croda’s balance sheet is assessed as
reduced since 2020. The combination of
reduced risk impact and likelihood results in
the risk falling outside our definition of a
principal risk.
Supply chain management
The continued short-term impact of COVID-19 and Brexit has seen disruption of our supply chain in 2021. This has the potential to
impact both our raw material supply and the availability of freight to deliver finished product to our customers. We monitor delivery
metrics closely through our Safety, Health, Environment and Quality (SHEQ) steering committee and at our monthly regional leadership
team meetings. Supply chain management has been challenging, but thanks to the excellent work of our teams in customer service,
shipping and sales we have supplied greater volumes to our customers than in previous years, demonstrating the resilience of our
supply chain. In addition, our flexible production sites have implemented rapid debottlenecking and amended plant scheduling to
accommodate changes to material availability and increased demand. The main short-term challenges we had to address in 2021
have been as follows:
• Brexit import and export paperwork for particular raw materials, leading to a backlog of material being held in port
• Shortage of hauliers, particularly in the UK, Spain and USA
• Shortage of deep sea containers, particularly for shipping from East to West, with a consequent increase in prices of
these containers
• COVID-19 related absenteeism impacting Croda and third-party logistics provider teams
Risk appetite
Our risk appetite is the level of risk that Croda is willing to accept in the pursuit of a specific objective or strategy. We have defined our
risk appetite in a number of areas in order to manage and monitor our risk exposure. Assessing risks against our risk appetite also
provides the opportunity to identify areas where we may not be taking enough risk. Our risk appetite statements are compiled based
on our Company values, strategy, and capacity to absorb risk in certain areas. We have risk appetite statements in place for each of
our risk sub-categories, each being owned by a member of the Executive. On an annual basis the risk appetites are reviewed by the
Executive and the Board (page 66) and updated to ensure they remain relevant. We use our risk appetites as a starting point to review
and challenge the level of risk that we are taking for each of our key risks, to identify areas where additional control may be needed, or
where the level of control may be too onerous.
50
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Annual Report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021 51
Risk management (continued)
Our risk framework
What we monitor
Executive risk register
Summary of the principal risks facing us prepared by combining risks identified through the local
bottom-up registers with Group-level risks identified and owned by the Executive Committee
Our risk landscape
Current risks
Risks we are managing now
that could stop us achieving our
strategic objectives
Emerging risks
Risks with a future impact from
external or internal opportunities or
threats. These can be slow moving,
as well as rapid velocity
What we assess
Risk ownership: each risk has a named owner
Likelihood and impact: globally applied 6x6 scoring scale
Gross risk: before mitigating controls
Mitigating controls: subject to internal audit review
and monitoring
Net risk: after mitigating controls are applied
Risk appetite: defined at generic risk and subcategory
level and transparent through our risk dashboard
Actions: for further mitigation if required
Risk categories we assess
Six categories, 17 subcategories,
over 50 generic risks, one
framework:
• Strategic
• People and culture
• Process
• External environment
• Business systems and Security
• Financial
Our bottom-up registers
The core of our risk assessment. Owned by market sectors, regions, manufacturing sites and functions,
they identify local risks and mitigating controls arising from day-to-day operations in over 30 risk registers globally
How we monitor
Board
Responsible
for the risk
framework and
definition of risk
appetite. Reviews
key risks with an
opportunity for
in-depth
discussion of
specific key risks
and mitigating
controls annually.
Approves the
viability statement.
Audit
Committee
Reviews the
effectiveness
of the Group risk
management
process. Reviews
assurance over
mitigating controls,
directing internal audit
to undertake
assurance reviews for
selected key risks.
Reviews viability
scenario
assessments.
Risk Management Committee
Chaired by Jez Maiden.
Meets quarterly to monitor and review risks other than
Safety, Health, Environment and Quality (SHEQ),
Ethics and Sustainability.
Standing agenda item to monitor business IT systems
and cyber risks and currently COVID-19 risk. Covers
proactive risk management, risk monitoring and
mitigation and internal and external emerging risks,
including emerging regulatory requirements.
Receives an in-depth presentation of specific key
risks and mitigating controls from risk owners at each
meeting.
Considers the results of internal audit work for all
risks.
Sustainability
Committee
Chaired by Phil Ruxton.
Meets quarterly to
oversee the
development,
measurement and
delivery of our
sustainability strategy
and the significance of
climate-related risks
and opportunities.
Monitors against
stretching targets and
agreed KPIs.
Group SHEQ
Steering
Committee
Chaired by
Mark Robinson.
Meets quarterly to
review SHEQ risks.
Monitors against
stretching targets
and agreed KPIs.
Considers the results
of assurance audits
over SHEQ controls.
Group Ethics
Committee
Chaired by
Tom Brophy.
Meets quarterly to
review ethics and
compliance risks.
Monitors against
agreed KPIs.
Considers the results
of assurance audits
over Ethics controls.
P73
P73
P73
P73
P73
P73
Risk heat map
High
d
o
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h
i
l
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k
L
i
Medium
2
9
10
1
5
8
7
6
4
3
Our principal risks are reported gross
(before mitigating controls)
Strategic risk
1
Revenue generation
2
3
4
5
Product and technology innovation and protection
Digital technology innovation
Delivering sustainable solutions — Climate and Land Positive
Management of business change
People and culture risk
6
Our people — culture, wellbeing, talent development and retention
Process risk
7
Product quality
8
Loss of significant manufacturing site
External environment risk
Ethics and compliance
9
Medium
Impact
High
Business systems risk
10 Security of business information and networks
Gross risk increase
Gross risk no change
Gross risk decrease
52
Croda International Plc
Annual Report and Accounts 2021
Risk management (continued)
Our risk framework
What we monitor
Summary of the principal risks facing us prepared by combining risks identified through the local
bottom-up registers with Group-level risks identified and owned by the Executive Committee
Executive risk register
Our risk landscape
Current risks
Risks we are managing now
that could stop us achieving our
strategic objectives
Emerging risks
Risks with a future impact from
external or internal opportunities or
threats. These can be slow moving,
as well as rapid velocity
What we assess
Risk ownership: each risk has a named owner
Likelihood and impact: globally applied 6x6 scoring scale
Gross risk: before mitigating controls
Mitigating controls: subject to internal audit review
and monitoring
Net risk: after mitigating controls are applied
Risk appetite: defined at generic risk and subcategory
level and transparent through our risk dashboard
Actions: for further mitigation if required
Risk categories we assess
Six categories, 17 subcategories,
over 50 generic risks, one
framework:
• Strategic
• People and culture
• Process
• External environment
• Business systems and Security
• Financial
The core of our risk assessment. Owned by market sectors, regions, manufacturing sites and functions,
they identify local risks and mitigating controls arising from day-to-day operations in over 30 risk registers globally
Our bottom-up registers
How we monitor
Board
Responsible
for the risk
framework and
definition of risk
appetite. Reviews
key risks with an
opportunity for
in-depth
discussion of
specific key risks
and mitigating
controls annually.
Approves the
viability statement.
Audit
Committee
Reviews the
effectiveness
of the Group risk
management
process. Reviews
assurance over
mitigating controls,
directing internal audit
to undertake
assurance reviews for
selected key risks.
Reviews viability
scenario
assessments.
Risk Management Committee
Chaired by Jez Maiden.
Meets quarterly to monitor and review risks other than
Safety, Health, Environment and Quality (SHEQ),
Ethics and Sustainability.
Standing agenda item to monitor business IT systems
and cyber risks and currently COVID-19 risk. Covers
proactive risk management, risk monitoring and
mitigation and internal and external emerging risks,
including emerging regulatory requirements.
Receives an in-depth presentation of specific key
risks and mitigating controls from risk owners at each
meeting.
risks.
Considers the results of internal audit work for all
Sustainability
Committee
Chaired by Phil Ruxton.
Meets quarterly to
oversee the
development,
measurement and
delivery of our
sustainability strategy
and the significance of
climate-related risks
and opportunities.
Monitors against
stretching targets and
agreed KPIs.
Group SHEQ
Steering
Committee
Chaired by
Mark Robinson.
Meets quarterly to
review SHEQ risks.
Monitors against
stretching targets
and agreed KPIs.
Considers the results
of assurance audits
over SHEQ controls.
Group Ethics
Committee
Chaired by
Tom Brophy.
Meets quarterly to
review ethics and
compliance risks.
Monitors against
agreed KPIs.
Considers the results
of assurance audits
over Ethics controls.
P73
P73
P73
P73
P73
P73
Risk heat map
High
d
o
o
h
i
l
e
k
i
L
Medium
2
9
10
1
5
8
7
6
4
3
Our principal risks are reported gross
(before mitigating controls)
Strategic risk
Revenue generation
Product and technology innovation and protection
Digital technology innovation
Delivering sustainable solutions — Climate and Land Positive
1
2
3
4
5
6
7
8
9
Management of business change
People and culture risk
Process risk
Product quality
Loss of significant manufacturing site
External environment risk
Ethics and compliance
Our people — culture, wellbeing, talent development and retention
Medium
Impact
Business systems risk
High
10 Security of business information and networks
Gross risk increase
Gross risk no change
Gross risk decrease
52
Croda International Plc
Annual Report and Accounts 2021
Key
Link to our strategy (page 20)
Risk movement
Link to our business model (page 16)
Sustainability:
align our business with our Purpose and accelerate
our customers’ transition to sustainable ingredients
Innovation:
increase the proportion of NPP that we sell
Growth:
consistent top and bottom-line growth
Risk increase
No change
Risk decrease
V
Included in viability statement
(see page 57)
E
C
M
S
Engage
Create
Make
Sell
Strategic
Principal risks
1. Revenue generation
2. Product and technology
innovation and protection
3. Digital technology
innovation
4. Delivering sustainable
solutions – Climate and Land
Positive
President Regional Delivery
and Sector Presidents
Nick Challoner
Group Chief Scientific Officer
Jez Maiden
Group Finance Director
Nick Challoner
Group Chief Scientific Officer
V
E
S
V
E
C
V
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M
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V
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M
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Why this matters to us
Our ambition is to deliver consistent top
and bottom-line growth, with profit
growing ahead of sales, ahead of
volume. To grow, we need to innovate
and also keep pace with our customers
as they serve consumers globally in
established markets and higher risk
developing markets. Failure to manage
these challenges and the consequences
of any geopolitical tensions will adversely
impact delivery of our growth strategic
objective (page 20). Acquisitions of
adjacent technologies will dilute growth if
they are not effectively integrated.
Innovation is the lifeblood of our business
(page 4). It plays a critical role across our
operations; it differentiates us from the
competition, protects sales and
improves our margins. Failure to leverage
the knowledge of our global innovation
teams could lead to a reduction in New
and Protected Products (‘NPP’) and will
impact growth and margin.
Failure to protect the intellectual property
(‘IP’) in these products in existing and
new markets could undermine our
competitive advantage.
Digital technology is a significant
disruptor, rapidly changing markets that
we operate in, changing the way we
interact with our external partners and
each other. New and established
customers expect a high level of online
service, from researching ingredients to
buying, and failure to meet these ahead
of competitors will impact growth, hinder
R&D knowledge sharing and create
inefficient processes.
How we respond
Through our global sector sales,
marketing and technology teams, we
identify consumer trends and respond
swiftly to satisfy customer needs through
key technologies. Our direct selling
model enables us to get closer to our
customers. Our resilient business model
(page 16) and continued focus on
growing profit ahead of sales ahead of
volume mitigates profit impact in difficult
trading conditions.
What we have done in 2021
• Delivered growth across all regions and
sectors (page 11)
• Continued to strengthen our country
selling teams and developed further
digital channels through which our
customers can engage with us; crucial
in maintaining the business pipeline
whilst in-person visits have been
restricted by COVID-19
• Started integration of Iberchem as part
of our Consumer Care sector and
provided a stronger footprint in
developing markets
• Invested in Iberchem Brazil, one of the
largest markets for fragrances globally
• Optimised the opportunities available
to us in Health Care vaccination,
building our brand and reputation in
this area and meeting the urgent
needs of the COVID-19 pandemic
• Implemented a global ’voice of the
customer’ survey to understand what we
do well and where we need to improve,
to continue to deliver innovative products
and excellent service to our customers
• Expanded our reach for high value
niche Health Care ingredients globally,
building a pipeline of new products
• Acquired Alban Muller and Parfex
(page 6)
Our outstanding technical research and
development (R&D) teams, based in our
customer innovation centres and
application laboratories globally, focus
innovation on customer and market
needs and are embedded across our
business. We invest in: R&D, Open
Innovation and Smart Partnership
programmes, seeking premium niches
and disruptive technology acquisitions
(page 12). Our specialist IP team protect
new products and technologies,
defending our IP and challenging
third-party IP where appropriate.
Our functional specialist teams focus on
our business model areas of Create,
Make and Sell (page 16) and provide
global leadership to take advantage of
the fast evolving digital world. They
deliver an integrated market-facing
environment that encompasses
everything from product development
through artificial intelligence-enabled
manufacture, to customer service. Digital
pilot projects embedded in the
organisation support agile, local trials of
innovative ideas, which can grow into
global initiatives.
• Create: selected a provider for our
global R&D knowledge management
system and started the roll out to
share global R&D expertise
• Make: developed a series of pilot
projects to enhance manufacturing
efficiency, including real-time plant
monitoring and advanced process
control
• Sell: delivered key strategic projects
to enhance online presence, including
a new suite of websites targeting
customers in China, integration of
Croda’s global Customer Relationship
Management system with website
enquiries, web improvements to drive
greater customer engagement and
the introduction of new digital
selling tools
• Resourced our long-term innovation
platforms, ensuring we enhance the
skill levels of experts leading our
approach to disruptive technology
development
• Commenced a multi-million pound
project to introduce artificial
intelligence and data mining across
our global R&D knowledge base
(page 4)
• Scaled our support of manufacturing
for lipid delivery systems in both
Europe and USA enabling continuing
supply to COVID-19 vaccine
manufacturers
• Continued to educate our scientists to
ensure that we support the principles
of green chemistry and sustainable
innovation in line with our strategy
• Delivered strong increase in NPP,
supported by our Avanti and
Iberchem acquisitions (page 45)
• Invested in a new centre for biotech
process design and optimisation in
the UK (page 12)
We have made a bold Commitment to be
Climate and Land Positive by 2030 (page
2), aligning our smart science with United
Nations Sustainable Development Goals
(SDGs). Sustainability has been a strategic
priority for Croda for over a decade and
we are committed to delivering
improvements in line with the objective to
limit global temperature rises to no more
than 1.5°C above pre-industrial levels.
Climate change, biodiversity loss and
rising inequality are changing consumer
demands, making sustainability as
important to consumer choice as price.
Failure to remain ahead of our
competitors and to deliver on our
stretching 2030 targets will damage our
reputation and compromise growth.
Our sustainability team, led by our Chief
Sustainability Officer, maintain the
organisation’s focus. The Sustainability
Committee, which meets quarterly, has
representatives from all functions and
sectors who work together to deliver our
sustainability targets. We see more
opportunity than risk in climate change.
For more on Land and Climate Positive
see pages 32 and 33 and in our
Sustainability Report (pages 20 to 29).
• Committed to climate Science Based
Targets (SBT) and became the third
major chemical company in the world
to have our plan to achieve them
officially verified (page 12)
• Invested in market leading technology
to automate the collation and internal
reporting of sustainability metrics
• Committed to complete roadmaps in
2022 for decarbonisation of all our
operational site and business sectors,
supported by additional capital
investment
• Completed full Executive review of the
sustainability strategy, attended by a
Board member
• Completed our periodic review of our
material issues and climate related
risks and opportunities (page 30)
• Prepared carbon budgets for each
sector, sitting alongside the financial
budgets
• Engaged our investors in sustainability
(see case study on page 19)
Croda International Plc
Annual Report and Accounts 2021 53
Risk management (continued)
Strategic
Principal risks
5. Management of
business change
People and culture
Process
6. Our people – culture,
wellbeing, talent development
and retention
7. Product quality
Steve Foots
Group Chief Executive
Tracy Sheedy
Group Human Resources Director
Tom Brophy
Group General Counsel
8. Loss of significant
manufacturing site
(major safety or
environmental incident)
Mark Robinson
President Global Operations
E
C M S
E
C M S
V
M
V
M
Why this matters to us
Delivery of the strategic review
completed in 2021 requires significant
business change globally, including
acquisition and disposal of businesses
and investment in a significant capital
expenditure programme (page 6). Such
transformational change has the
potential to distract the organisation
resulting in failure to deliver expected
results, or at worst destroy value.
Ineffective management of change could
result in a failure to integrate new
acquisitions effectively and impact the
realisation of benefits.
How we respond
The Board and Executive have oversight
of the strategic change programme and
receive regular updates of status and
progress. Skilled programme managers,
supported by external consultants, lead
our delivery of change programmes,
including the PTIC separation, and our
Capital Project Director monitors and
oversees the capital investment
programme.
We also acknowledge that the potential
separation has to be technically well
designed to minimise the impact on the
organisation.
What we have done in 2021
• Considered the implications of the
sale of the majority of the PTIC
business through a Board and
Executive process extending over
many months (case study page 69)
• All major change programmes are
subject to oversight from Executive
level steering groups and have an
Executive level sponsor. Progress
is reported to the Board on a
periodic basis
• Separation Programme Director and
workstreams supported by external
consultants
• Dedicated programme management
for other significant change
programmes
Retaining and developing the experience
and motivation of all our knowledgeable
and diverse employees is critical to
maintaining our ability to deliver our
strategic priorities. Failing to maintain our
distinctive Croda culture (pages 2 and 8)
within which people thrive and which
attracts new and diverse talent to join the
Company would significantly damage our
ability to innovate.
We sell into a number of highly
regulated applications and the
transition to a focused Consumer
Care and Life Sciences business
increases our exposure to this
environment. Weak product quality
control leading to non-compliance
with our customers’ stringent product
quality requirements and global and
local regulation could expose us to
liability claims, significant reputational
damage and compromise our ability
to deliver growth.
We rely on the continued sustainable
operation of our manufacturing sites
around the world, including newly
acquired sites.
Climate change directly impacting the
location of a site or availability of utilities
used, or a major event causing loss of
production and violating safety, health or
environmental regulations, could limit our
operations. This could also expose the
Group to liability, cost and reputational
damage, especially in light of our
commitment to sustainability and
customer service.
A clear Purpose, strong development
culture, excellent learning opportunities and
competitive reward programmes support
the retention, engagement and career
development of the high-quality teams we
need. Global graduate and management
development programmes include
stretching and high-profile assignments and
provide a pipeline of internal talent.
Our bi-annual global talent review process
considers resources and succession plans
for critical roles, with actions monitored by
the Executive Committee and the Board.
Monitored by our Group SHEQ
Steering Committee (page 52), our
sites and products are certified to
demanding external quality standards
highly valued by our customers
(including ISO 9001, GMP and
Excipact). Our global network of
quality professionals enforce
compliance with the Group Quality
manual, assured through internal
audits delivered by our specialist
Group Quality audit team and external
certification audits. We work
proactively with relevant trade
associations to shape future
regulation.
Monitored by our Group SHEQ Steering
Committee (page 52), our global network
of site-based safety professionals
enforce compliance with global policies
and procedures defined in the Group
SHE manual. Assurance is provided by
the specialist Group SHE internal audit
team, whilst external auditors certify our
compliance with international safety
standards. Our sites are certified to ISO
14001 standards.
Risks specific to each site are identified
in ‘bottom-up’ risk registers and local
business continuity plans are in place
which are regularly tested.
• Reviewed and upgraded all our internal
leadership programmes in conjunction
with Hult Ashridge business school
(page 36)
• Continued to expand our online training
courses and our mentoring programmes
• Developed and launched a new global
competency framework to support and
enhance the roll out of our values, a
summary of our cultural aspirations
(page 36)
• Addressed increased risks to employee
wellbeing and mental health through the
provision of employee assistance
programmes, online mental health tools,
wellbeing activities and increased
communications
• Life Sciences appointed sector
Head of Quality to lead and
monitor delivery of GMP
standards across all sector
manufacturing sites
• Developed and applied a
customisable quality toolkit across
all our sites to accelerate progress
towards our sustainability target of
99.5% right first time in
manufacturing operations. The
resulting improvements mean we
are ahead of schedule
• Demonstrated the strength of our
quality management systems by
continuing to deliver to customers
despite supply chain disruptions
(see case study on page 51)
• For more on quality assurance see
page 39 of our Sustainability Report
• Prepared a new suite of process
safety guidance standards, developed
in consultation with members of
the Group-wide Process Safety
Leaders Academy
• Adopted an enhanced approach
to process safety, aligned with
Sustainability Accounting Standards
Board (SASB) standards for
our industry
• Undertook process safety training
of regional leadership teams
• Delivered SHE leadership training to
the management teams of businesses
acquired in the last two years
• Continued focus on process safety
leading metrics, which drive our
investment in assets
• For more on process safety and
environmental stewardship see
page 37 of our Sustainability Report
• Global Capital Project Director
• Continued to benchmark rewards
developed capital projects framework
and governance to monitor progress
in capital projects
regionally, introduced new reward and
recognition programmes and the Croda
Free Share Plan (pages 90 and 91)
• For more on our people see page 30 of
our Sustainability Report
54
Croda International Plc
Annual Report and Accounts 2021
Risk management (continued)
Key
Link to our strategy (page 20)
Risk movement
Link to our business model (page 16)
Sustainability:
align our business with our Purpose and accelerate
our customers’ transition to sustainable ingredients
Innovation:
increase the proportion of NPP that we sell
Growth:
consistent top and bottom-line growth
Risk increase
No change
Risk decrease
V
Included in viability statement
(see page 57)
E
C
M
S
Engage
Create
Make
Sell
External environment
Principal risks
9. Ethics and compliance
Business systems and security
10. Security of business
information and networks
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p
o
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t
Steve Foots
Group Chief Executive
Tracy Sheedy
Tom Brophy
Group Human Resources Director
Group General Counsel
Tom Brophy
Group General Counsel
Jez Maiden
Group Finance Director
E
C M S
E
C M S
V
M
V
M
V
E
C M S
V
E
C M S
Why this matters to us
We are subject to UK legislation which is far-reaching in
terms of global scope and often more rigorous than
local legislation (for example, the Bribery Act).
Our increased presence in emerging economies and
the increasingly frequent introduction of new regulation
create an elevated compliance and reputational risk.
Society and business are subject to more numerous
and increasingly sophisticated threats to security,
including hackers, viruses and ransomware attacks,
and keeping our data safe is subject to increasingly
stringent regulatory requirements globally. Our business
model relies heavily on the availability of IT networks
and systems; an extended interruption of these
services may result in an inability to operate.
How we respond
Our Group Ethics Committee (page 73) meets quarterly
to consider new legislation requirements and to
promote the importance of ethics and compliance
across our business and stakeholder ecosystem.
Compliance training and education programmes are
rolled out globally, with results monitored by the
Committee.
Our Audit Committee reviews the effectiveness of the
Group’s anti-bribery and fraud procedures on an
annual basis (page 81).
We run our key applications in distributed computing
environments with regular failover testing and
penetration testing being undertaken. Our information
security specialists monitor our IT services and
networks, oversee cyber protection solutions and
provide cyber awareness education globally, whilst
internal and external auditors review and report on the
operation of cyber and system controls annually.
What we have done in 2021
What we have done in 2021
• Considered the implications of the
• Reviewed and upgraded all our internal
• Life Sciences appointed sector
• Prepared a new suite of process
• Continued with the ethics integration of newly
• Developed and adopted a new medium-term
acquired companies, with particular focus on those
in emerging markets with the associated higher
ethical risks
• Developed an automated KPI dashboard that
enables the tracking and monitoring of the ethics
programme and provides leading and lagging
indicators of ethical risks
• Supplemented the ethics procedures manual with
practical ‘how to do’ guidance notes. The Group
undertakes ethics risk assessments at site level,
which record detailed risks and mitigating controls
• Undertook over 2300 third-party reputational
screenings
• Undertook our annual review of antibribery and
corruption, fraud and whistleblowing procedures
(page 83)
• Reported to the Board on the ethical compliance
programme (page 66)
information security strategy
• Assessed our IT operations against the NIST Cyber
Security Framework
• Developed new security controls within Croda’s
Operational Technology environment at a pilot
manufacturing site
• Conducted a third-party facilitated review of data
privacy compliance, to maintain the health of the
global data privacy framework and improve where
necessary
• Completed an in-depth review of the IT control
framework, including assessment of governance
and monitoring processes (page 81)
• Carried out an internal audit review to provide
assurance over asset management and third-party
processes
• Carried out a full review of cyber security controls at
Incotec China
54
Croda International Plc
Annual Report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021 55
Strategic
Principal risks
5. Management of
business change
People and culture
Process
6. Our people – culture,
7. Product quality
wellbeing, talent development
and retention
8. Loss of significant
manufacturing site
(major safety or
environmental incident)
Mark Robinson
President Global Operations
Why this matters to us
Delivery of the strategic review
Retaining and developing the experience
completed in 2021 requires significant
and motivation of all our knowledgeable
business change globally, including
and diverse employees is critical to
acquisition and disposal of businesses
maintaining our ability to deliver our
We sell into a number of highly
regulated applications and the
transition to a focused Consumer
Care and Life Sciences business
and investment in a significant capital
strategic priorities. Failing to maintain our
increases our exposure to this
expenditure programme (page 6). Such
distinctive Croda culture (pages 2 and 8)
environment. Weak product quality
transformational change has the
within which people thrive and which
control leading to non-compliance
potential to distract the organisation
attracts new and diverse talent to join the
with our customers’ stringent product
resulting in failure to deliver expected
Company would significantly damage our
quality requirements and global and
results, or at worst destroy value.
ability to innovate.
local regulation could expose us to
liability claims, significant reputational
damage and compromise our ability
to deliver growth.
Ineffective management of change could
result in a failure to integrate new
acquisitions effectively and impact the
realisation of benefits.
How we respond
We rely on the continued sustainable
operation of our manufacturing sites
around the world, including newly
acquired sites.
Climate change directly impacting the
location of a site or availability of utilities
used, or a major event causing loss of
production and violating safety, health or
environmental regulations, could limit our
operations. This could also expose the
Group to liability, cost and reputational
damage, especially in light of our
commitment to sustainability and
customer service.
The Board and Executive have oversight
A clear Purpose, strong development
Monitored by our Group SHEQ
Monitored by our Group SHEQ Steering
of the strategic change programme and
culture, excellent learning opportunities and
Steering Committee (page 52), our
Committee (page 52), our global network
receive regular updates of status and
competitive reward programmes support
sites and products are certified to
of site-based safety professionals
progress. Skilled programme managers,
the retention, engagement and career
demanding external quality standards
enforce compliance with global policies
supported by external consultants, lead
development of the high-quality teams we
highly valued by our customers
our delivery of change programmes,
need. Global graduate and management
(including ISO 9001, GMP and
including the PTIC separation, and our
development programmes include
Excipact). Our global network of
Capital Project Director monitors and
stretching and high-profile assignments and
quality professionals enforce
and procedures defined in the Group
SHE manual. Assurance is provided by
the specialist Group SHE internal audit
team, whilst external auditors certify our
oversees the capital investment
provide a pipeline of internal talent.
compliance with the Group Quality
compliance with international safety
We also acknowledge that the potential
considers resources and succession plans
separation has to be technically well
for critical roles, with actions monitored by
designed to minimise the impact on the
the Executive Committee and the Board.
Our bi-annual global talent review process
programme.
organisation.
manual, assured through internal
audits delivered by our specialist
Group Quality audit team and external
certification audits. We work
proactively with relevant trade
associations to shape future
regulation.
standards. Our sites are certified to ISO
14001 standards.
Risks specific to each site are identified
in ‘bottom-up’ risk registers and local
business continuity plans are in place
which are regularly tested.
sale of the majority of the PTIC
business through a Board and
Executive process extending over
many months (case study page 69)
leadership programmes in conjunction
with Hult Ashridge business school
(page 36)
• Continued to expand our online training
Head of Quality to lead and
monitor delivery of GMP
standards across all sector
manufacturing sites
safety guidance standards, developed
in consultation with members of
the Group-wide Process Safety
Leaders Academy
• All major change programmes are
courses and our mentoring programmes
• Developed and applied a
• Adopted an enhanced approach
subject to oversight from Executive
level steering groups and have an
Executive level sponsor. Progress
is reported to the Board on a
periodic basis
• Developed and launched a new global
competency framework to support and
enhance the roll out of our values, a
summary of our cultural aspirations
(page 36)
• Separation Programme Director and
workstreams supported by external
consultants
• Addressed increased risks to employee
wellbeing and mental health through the
provision of employee assistance
• Dedicated programme management
programmes, online mental health tools,
for other significant change
wellbeing activities and increased
programmes
communications
• Global Capital Project Director
• Continued to benchmark rewards
developed capital projects framework
regionally, introduced new reward and
and governance to monitor progress
recognition programmes and the Croda
customisable quality toolkit across
all our sites to accelerate progress
towards our sustainability target of
99.5% right first time in
manufacturing operations. The
resulting improvements mean we
are ahead of schedule
• Demonstrated the strength of our
quality management systems by
continuing to deliver to customers
despite supply chain disruptions
(see case study on page 51)
• For more on quality assurance see
page 39 of our Sustainability Report
in capital projects
Free Share Plan (pages 90 and 91)
• For more on our people see page 30 of
our Sustainability Report
to process safety, aligned with
Sustainability Accounting Standards
Board (SASB) standards for
our industry
• Undertook process safety training
of regional leadership teams
• Delivered SHE leadership training to
the management teams of businesses
acquired in the last two years
• Continued focus on process safety
leading metrics, which drive our
investment in assets
• For more on process safety and
environmental stewardship see
page 37 of our Sustainability Report
Long-term viability statement
Long-term viability statement
Based on their assessment of prospects and viability, the Directors
confirm that they have the expectation that the Company will be
able to continue in operation and meet its liabilities as they fall
due over the next three years.
Confirmation of viability
Based on their assessment of prospects and
viability, the Directors confirm that they have an
expectation that the Company will be able to
continue in operation and meet its liabilities as
they fall due over the next three years to
31 December 2024. The Directors also
considered it appropriate to prepare the
financial statements on a going concern basis,
as explained in the Group accounting policies
(page 125).
The viability assessment period
The Directors have assessed the longer-term
viability of the Company over the three year
period to 31 December 2024, taking account of
the Company’s current financial position and
the potential impact of the Company’s principal
risks identified on pages 53 to 55.
For 2021 the Board considers that, in
assessing the prospects of the Company and
determining the appropriate viability period, its
investment and financial planning horizon of
three years is the appropriate benchmark. In
reaching this conclusion they considered
the following:
• the three year financial planning horizon,
supported by detailed financial modelling
which considers profitability, cash flows,
gearing and other key financial metrics;
• the three year investment planning cycle
which reflects the typical maximum lead time
involved in developing new capacity. Both
financial and investment planning are led by
the CEO and reviewed by the Board;
• the Company has demonstrated a strong
balance sheet and cash generation which
ensure its ability to repay, renew and raise
new debt facilities in most market conditions
(page 49). The most common debt maturity
term is five years;
• the resilient business model (page 16) and
the Company’s diversified portfolio of
products, operations and customers, which
reduce exposure to specific geographies and
markets, as well as large customer/product
combinations; and
• the strong, sector-led innovation pipeline
(pages 24 to 29) extending over more than
three years, which supports the Company’s
business through development of new sales
growth opportunities, protects sales and
margins, differentiates the Company from
competitors and provides barriers to entry
Given the progressive development of a longer
term strategic plan for the Group, the Board will
review over the coming year whether it is
appropriate to consider a longer viability period
in future Annual Reports.
Assessment of viability
We assess our longer-term resilience to risk in two ways:
• Top down: we test the Company’s overall funding capacity to withstand catastrophic events through stress testing the reduction in EBITDA
required to breach the bank leverage covenant;
• Bottom up: we assess the existing unused committed liquidity available and peak debt leverage rates under multiple bottom-up worst case risk
scenarios, both individually and in combination. These risks are the principal risks which present long-term threats to the business as identified
through our risk management process (page 50) and agreed by the Board. To ensure consistency, we use the base case model developed for
going concern assessment (page 125).
In 2021 we assessed viability assuming the sale of the majority of our Performance Technologies and Industrial Chemicals business (‘PTIC sale’)
(page 11) will complete in summer 2022. We completed additional scenarios to assess the impact of this sale not completing on the Group’s
viability, with the outcome described on page 57.
Assuming a successful PTIC sale, under each worst case combination of scenarios, top-down headroom is considered to be more than adequate.
The results of the bottom-up scenario modelling showed that no individual event or plausible combination of events (the most significant of which
was scenario F) would give rise to a financial impact sufficient to endanger the viability of the Company in the period assessed, with ample liquidity
and debt leverage headroom against funding covenants.
Were the PTIC sale to be unsuccessful, using the same scenarios, the bottom-up modelling also showed that the financial impact of a severe but
plausible combination of events would not endanger the viability of the Company but would require additional funding to be put in place (which is
expected to be available).
Top-down liquidity headroom
We assess our overall funding capacity to withstand catastrophic events by stress testing the EBITDA reduction required to trigger the default of the
bank leverage covenant, and the current level of committed debt facilities which mature within the viability period.
• Bank leverage covenant: the leverage ratio at the end of 2021 of 1.4x remains substantially below the maximum covenant level under the Group’s
debt facilities of 3.5x. Based on 2021 results, stress testing assesses that EBITDA would need to fall by 66% to trigger an event of default. In the
event that the maximum covenant level was reached we would also take action to conserve cash;
• Unused committed liquidity headroom: at 31 December 2021 over 78% of the current level of committed debt facilities of £1,226m mature after
the end of the viability period, with current committed unused headroom of £334m (page 153). The Company expects to have access to
additional liquidity funding in most market circumstances.
56
Croda International Plc
Annual Report and Accounts 2021
Long-term viability statement
Long-term viability statement
Based on their assessment of prospects and viability, the Directors
confirm that they have the expectation that the Company will be
able to continue in operation and meet its liabilities as they fall
due over the next three years.
Bottom-up risk scenario headroom
We consider the potential financial impact of combinations of the Group’s principal risks identified on pages 53 to 55, both individually and in
plausible combination. Using the going concern base case model, we assess the impact of the risks on EBITDA and the consequent cumulative
impact on net debt over the three year period based on worst case impact assumptions. The combinations modelled are identified below:
Scenario combination modelled
Key assumptions
Principal risks (pages
53 to 55) considered*
Assuming PTIC sale
Assuming no PTIC sale
i
S
t
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g
c
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p
o
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Confirmation of viability
For 2021 the Board considers that, in
(page 49). The most common debt maturity
Based on their assessment of prospects and
viability, the Directors confirm that they have an
expectation that the Company will be able to
continue in operation and meet its liabilities as
they fall due over the next three years to
31 December 2024. The Directors also
considered it appropriate to prepare the
financial statements on a going concern basis,
as explained in the Group accounting policies
(page 125).
assessing the prospects of the Company and
term is five years;
determining the appropriate viability period, its
investment and financial planning horizon of
three years is the appropriate benchmark. In
reaching this conclusion they considered
the following:
• the resilient business model (page 16) and
the Company’s diversified portfolio of
products, operations and customers, which
reduce exposure to specific geographies and
markets, as well as large customer/product
• the three year financial planning horizon,
combinations; and
supported by detailed financial modelling
• the strong, sector-led innovation pipeline
which considers profitability, cash flows,
(pages 24 to 29) extending over more than
gearing and other key financial metrics;
three years, which supports the Company’s
The viability assessment period
• the three year investment planning cycle
The Directors have assessed the longer-term
viability of the Company over the three year
period to 31 December 2024, taking account of
the Company’s current financial position and
which reflects the typical maximum lead time
involved in developing new capacity. Both
financial and investment planning are led by
the CEO and reviewed by the Board;
business through development of new sales
growth opportunities, protects sales and
margins, differentiates the Company from
competitors and provides barriers to entry
Given the progressive development of a longer
the potential impact of the Company’s principal
• the Company has demonstrated a strong
term strategic plan for the Group, the Board will
risks identified on pages 53 to 55.
balance sheet and cash generation which
review over the coming year whether it is
ensure its ability to repay, renew and raise
appropriate to consider a longer viability period
new debt facilities in most market conditions
in future Annual Reports.
Assessment of viability
We assess our longer-term resilience to risk in two ways:
required to breach the bank leverage covenant;
• Top down: we test the Company’s overall funding capacity to withstand catastrophic events through stress testing the reduction in EBITDA
• Bottom up: we assess the existing unused committed liquidity available and peak debt leverage rates under multiple bottom-up worst case risk
scenarios, both individually and in combination. These risks are the principal risks which present long-term threats to the business as identified
through our risk management process (page 50) and agreed by the Board. To ensure consistency, we use the base case model developed for
going concern assessment (page 125).
In 2021 we assessed viability assuming the sale of the majority of our Performance Technologies and Industrial Chemicals business (‘PTIC sale’)
(page 11) will complete in summer 2022. We completed additional scenarios to assess the impact of this sale not completing on the Group’s
viability, with the outcome described on page 57.
Assuming a successful PTIC sale, under each worst case combination of scenarios, top-down headroom is considered to be more than adequate.
The results of the bottom-up scenario modelling showed that no individual event or plausible combination of events (the most significant of which
was scenario F) would give rise to a financial impact sufficient to endanger the viability of the Company in the period assessed, with ample liquidity
and debt leverage headroom against funding covenants.
Were the PTIC sale to be unsuccessful, using the same scenarios, the bottom-up modelling also showed that the financial impact of a severe but
plausible combination of events would not endanger the viability of the Company but would require additional funding to be put in place (which is
expected to be available).
Top-down liquidity headroom
We assess our overall funding capacity to withstand catastrophic events by stress testing the EBITDA reduction required to trigger the default of the
bank leverage covenant, and the current level of committed debt facilities which mature within the viability period.
• Bank leverage covenant: the leverage ratio at the end of 2021 of 1.4x remains substantially below the maximum covenant level under the Group’s
debt facilities of 3.5x. Based on 2021 results, stress testing assesses that EBITDA would need to fall by 66% to trigger an event of default. In the
event that the maximum covenant level was reached we would also take action to conserve cash;
• Unused committed liquidity headroom: at 31 December 2021 over 78% of the current level of committed debt facilities of £1,226m mature after
the end of the viability period, with current committed unused headroom of £334m (page 153). The Company expects to have access to
additional liquidity funding in most market circumstances.
Unused
committed
liquidity
Peak
debt
leverage
Unused
committed
liquidity
Peak debt
leverage
(£m)**
600
0.4x
(£m)**
200
1.3x
600
0.4x
200
1.4x
600
0.5x
200
1.6x
600
0.4x
200
1.5x
300
1.3x
300
1.5x
additional
funding
required
additional
funding
required
2.4x
2.5x
A: Regulatory issues damage
reputation, enabling competition
across multiple market sectors and
loss of business.
Loss of business in
Personal Care and Health
Care
B: Disruptive competitive technology
and supply chain disruption results in
loss of significant business.
Alternative production
technology, limited
availability of key raw
material and fail to deliver
digital strategy
C: Significant cyber attack results in
loss of IT systems for a prolonged
period impacting ability to operate.
Cyber attack results in
loss of key systems
D: Significant compliance breach
combined with a significant cyber
attack damages our reputation
resulting in loss of business.
Cyber attack and major
compliance breach
leading to government
investigation and fine
E: Product recall from product quality
failure results in loss of business.
F: Catastrophic uninsured loss of
manufacturing capability damages
reputation resulting in loss of
significant business.
Damages and costs from
product recall in Health
Care
Uninsured loss of major
UK and US
manufacturing sites
resulting in lost margin
for an extended period
Risks considered to have a slower
velocity, giving the Group time to take
mitigating action.
* See how we respond to mitigate these risks on pages 53 to 55
** Excluding cash on deposit
*** Not a principal risk in 2021
1. Revenue generation
4. Delivering
sustainable solutions
– Climate and Land
Positive
2. Product and
technology innovation
and protection
3. Digital technology
innovation
Security of supply***
10. Security of
business information
and networks
9. Ethics and
compliance
10. Security of
business information
and networks
4. Delivering
sustainable solutions
7. Product quality
1. Revenue generation
8. Loss of significant
manufacturing site
1. Revenue generation
6. Our people
5. Management of
business change
Considering the impact of the sale of the majority of PTIC
The approach adopted to assess the impact of the sale of the majority of the PTIC businesses was to overlay the cash impact of not receiving
the agreed proceeds on the debt headroom and debt gearing covenant over the three year viability period, using the same scenario
combinations. We also considered a less impactful scenario of a limited warranty claim as a result of failing to separate the business effectively.
Linking to going concern assessment
The same base case and business model is used to assess the impact for both the viability statement and the going concern assessments. For
more on going concern see page 125.
56
Croda International Plc
Annual Report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021 57
Chair’s statement on
corporate governance
Our strategy and stakeholders
As well as collaborating with the Executive
team on the development of our five-year
strategy, focusing on our Consumer Care and
Life Sciences market sectors, the Board spent
a considerable amount of time overseeing the
disposal of the majority of our Performance
Technologies and Industrial Chemicals
business. As well as considering the strategic
and financial implications of the disposal for
Croda, the Board took account of the interests
of our key stakeholders; this is further
described in the case study on page 69.
The Board continued with the regular
scheduled programme of meetings through
in-person meetings when possible, via video
conferencing and additional calls were held as
required throughout the year. Our first priority
in the Board meetings is always the health and
safety of all our employees and others
impacted by our operations.
In our meetings, we were presented with a
number of strategic deep dives, which this
year covered health and safety, our Health Care
and Consumer Care businesses, innovation
and also our operations strategy. These
allowed the newly appointed Presidents of
Consumer Care and Life Sciences to present to
the Board on their strategic vision of the future
for these businesses. These were then debated
and challenged.
In all its deliberations and decisions, the Board
is always mindful of the impact on the business’
various stakeholders and on its long-term,
sustainable success, in line with Section 172(1)
of the Companies Act 2006.
We describe on page 68 how the Board
engaged with each of our key stakeholders
during 2021 and give some examples of how
we have considered their interests in some of
the Board’s decisions made during the year.
Leadership and diversity
We consider that creating an inclusive Board is
essential to ensuring we attract a diverse set of
candidates for Board roles. The greater the
diversity of our directors, the more likely we can
foster innovative thinking in the boardroom.
On 1 September 2021 we welcomed Julie Kim
to the Board and more recently on 1 February
2022 we were joined by Nawal Ouzren. These
two additional Non-Executive Director
appointments have brought fresh perspectives
to our discussions and support our strategic
priorities. We look forward to working with them
in the years ahead.
Following these appointments, I am delighted
to report that the composition of the Board not
only meets, but exceeds the ambitions set out
in the Hampton-Alexander and Parker reviews
for FTSE 100 companies. Our approach to
Anita Frew
Chair
Dear fellow shareholder
Despite the ongoing challenges in 2021
associated with the COVID-19 pandemic, the
Board was able to work together with the
Executive Committee on a five-year strategy
centred on sustainability and innovation to
deliver growth. This focus and collaboration
were enabled through our clarity of Purpose
and a well-established and transparent
governance framework. Together these
underpin our decision making, ensuring we
balance the interests of all our stakeholders
whilst continuing to promote the long-term
interests of the Company for our shareholders
to provide a good return on their investment
in Croda.
At the same time, we have remained focused
on supporting the wellbeing of our employees
across the Group, who have once again shown
exceptional resilience to the challenges
presented to them during the year. Our
employees have continued supporting our
customers, suppliers and local communities
and there are many examples of this
throughout this report. I am also delighted that
we continued with our track record of paying
regular dividends to our shareholders.
This report, together with the Directors’
Remuneration Report, set out on pages 84 to
108, describe how the 2018 UK Corporate
Governance Code (the Code) principles have
been applied by the Company. I am pleased to
report that the Company has complied with the
provisions of the Code for the period under
review. The 2018 UK Corporate Governance
Code is available at www.frc.org.uk.
Our strong
well established
governance
framework
underpins the
delivery of the
strategy and
all our decision
making by
ensuring
accountability,
responsibility and
transparency.”
Anita Frew
Chair
58
Croda International Plc
Annual Report and Accounts 2021
Chair’s statement on
corporate governance
Our strong
well established
governance
framework
underpins the
delivery of the
strategy and
all our decision
making by
ensuring
accountability,
responsibility and
transparency.”
Anita Frew
Chair
Our strategy and stakeholders
As well as collaborating with the Executive
team on the development of our five-year
strategy, focusing on our Consumer Care and
Life Sciences market sectors, the Board spent
a considerable amount of time overseeing the
disposal of the majority of our Performance
Technologies and Industrial Chemicals
business. As well as considering the strategic
and financial implications of the disposal for
Croda, the Board took account of the interests
of our key stakeholders; this is further
described in the case study on page 69.
The Board continued with the regular
scheduled programme of meetings through
in-person meetings when possible, via video
conferencing and additional calls were held as
required throughout the year. Our first priority
in the Board meetings is always the health and
safety of all our employees and others
impacted by our operations.
Anita Frew
Chair
Dear fellow shareholder
Despite the ongoing challenges in 2021
associated with the COVID-19 pandemic, the
In our meetings, we were presented with a
Board was able to work together with the
number of strategic deep dives, which this
Executive Committee on a five-year strategy
year covered health and safety, our Health Care
centred on sustainability and innovation to
and Consumer Care businesses, innovation
deliver growth. This focus and collaboration
and also our operations strategy. These
were enabled through our clarity of Purpose
allowed the newly appointed Presidents of
and a well-established and transparent
governance framework. Together these
Consumer Care and Life Sciences to present to
the Board on their strategic vision of the future
underpin our decision making, ensuring we
for these businesses. These were then debated
balance the interests of all our stakeholders
and challenged.
whilst continuing to promote the long-term
interests of the Company for our shareholders
to provide a good return on their investment
in Croda.
In all its deliberations and decisions, the Board
is always mindful of the impact on the business’
various stakeholders and on its long-term,
sustainable success, in line with Section 172(1)
At the same time, we have remained focused
of the Companies Act 2006.
on supporting the wellbeing of our employees
across the Group, who have once again shown
exceptional resilience to the challenges
presented to them during the year. Our
employees have continued supporting our
customers, suppliers and local communities
and there are many examples of this
throughout this report. I am also delighted that
we continued with our track record of paying
regular dividends to our shareholders.
This report, together with the Directors’
Remuneration Report, set out on pages 84 to
108, describe how the 2018 UK Corporate
Governance Code (the Code) principles have
been applied by the Company. I am pleased to
report that the Company has complied with the
provisions of the Code for the period under
review. The 2018 UK Corporate Governance
Code is available at www.frc.org.uk.
We describe on page 68 how the Board
engaged with each of our key stakeholders
during 2021 and give some examples of how
we have considered their interests in some of
the Board’s decisions made during the year.
Leadership and diversity
We consider that creating an inclusive Board is
essential to ensuring we attract a diverse set of
candidates for Board roles. The greater the
diversity of our directors, the more likely we can
foster innovative thinking in the boardroom.
On 1 September 2021 we welcomed Julie Kim
to the Board and more recently on 1 February
2022 we were joined by Nawal Ouzren. These
two additional Non-Executive Director
appointments have brought fresh perspectives
to our discussions and support our strategic
priorities. We look forward to working with them
in the years ahead.
Following these appointments, I am delighted
to report that the composition of the Board not
only meets, but exceeds the ambitions set out
in the Hampton-Alexander and Parker reviews
for FTSE 100 companies. Our approach to
the recruitment of these directors and to
maintaining this Board diversity is set out in
the Nomination Committee Report on pages
76 to 77.
The composition of the Executive Committee
was reviewed and refreshed with the
appointment of new members following
consideration of the talent, development and
succession throughout the business. Details of
these changes and our succession processes
are included in the report of the Nomination
Committee.
On the recommendation of the Nomination
Committee, the Board agreed to extend my
appointment for a further year following the
completion of my second three-year term of
office. This annual extension is in line with our
policy to review appointments annually once six
years’ tenure has been completed. Helena
Ganczakowski’s appointment for a further year
was also recommended and agreed by the
Board. Roberto Cirillo and Jacqui Ferguson
completed their first three-year terms and the
Nomination Committee recommended to the
Board that their appointments be extended for
a further three years. Before making the
recommendations to the Board, the Nomination
Committee considered the contribution made
to the Board and the Committees by the
individual and their time commitments. No
director being considered for re-appointment
took part in any discussion relating to their own
appointment. Further information about the
tenure of other Board members can be found
on page 75.
Board evaluation
I am pleased to report that the Board evaluation
this year confirmed that we continue to operate
as a very effective Board. With the addition of
our new Non-Executive Directors we have the
right composition, experience, skills and diversity
on the Board to support the strategic ambition of
the Group as we emerge from the pandemic.
Full details of the evaluation and the outcomes
are included in the report on page 74.
Annual general meeting
Last year in light of government guidance
relating to COVID-19 prohibiting public
gatherings and restricting non-essential travel,
shareholders were strongly advised not to
attend the Annual General Meeting (AGM). We
know our AGM provides investors with a
valuable opportunity to communicate with us
and this dialogue is very important to the
Board. We therefore arranged an online
shareholder presentation from Steve Foots
which included the opportunity for shareholders
to attend virtually and ask questions at, and in
advance of, the meeting.
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Company Culture
Our Purpose, values and culture are discussed in the Strategic Report.
Our Purpose is to use our Smart science to improve Lives™, and guides the choices we make
as a business. In line with our Purpose we have committed to be the most sustainable supplier
of innovative ingredients by ensuring we are Climate, Land and People Positive by 2030.
Our Purpose is reflected in the Board’s strategy and is underpinned by our values and our
unique culture. The cultural tone of the Company is set by the Board, who are responsible
for assessing, monitoring and promoting the company culture through its decisions and
conduct. Further information on how the Board factors stakeholders into Board decisions is
on pages 68 to 69.
Croda’s positive culture continued to support employees, suppliers, customers and our local
communities throughout the second year of the pandemic and examples of this can be seen
throughout this report. During the year the Croda Foundation made its first grants to
employee nominated projects that that will help improve the lives of our local communities
around the world.
During 2021, the Board monitored and assessed culture through multiple sources:
• Inviting employees to present at Board and Committee meetings.
• Regularly meeting with management. See page 64 for information on Board interaction
outside the boardroom.
• Receiving regular reports and data on health and safety and sustainability matters. These
were of prime focus for the Board.
• Receiving regular quarterly reports from all areas of the business including corporate
functions. These include progress and compliance with key performance indicators.
• Reviewing reports on significant instances of inappropriate conduct, whether through the
Company’s Speak-Up line or other grievance channels.
• Engaging directly with employees around the world through listening groups, site visits and
town halls.
• Discussing the feedback from listening groups and pulse surveys, which enabled
communications and policies to be tailored and adjusted to ensure employees’ needs were
being met.
• Assessing management’s attitude to risk and assurance of the external and internal audit
functions through the work and reports of the Audit Committee.
• Reviewing the work on diversity and inclusion and succession planning through the reports
of the Nomination Committee.
• Receiving feedback from the Remuneration Committee. The Remuneration Policy is aligned
to culture and also embedded in the Remuneration Committee’s discretion framework is an
assessment of our cultural performance. Maintaining this alignment will form a vital part of
the review of the Remuneration Policy in 2022. Further detail on how remuneration is
addressed across the Company is included in the Remuneration Committee report on
pages 84 to 108.
The Board was satisfied that Croda’s Purpose, values, strategy and culture are aligned and
will act together to preserve long-term value.
This year we will be holding a hybrid AGM, with
the ability for shareholders to attend in-person
or join virtually. Our AGM will take place on
20 May 2022 and I look forward to being able
to meet with many of you in-person once again.
More details of this event are set out in the
Notice of Meeting and I would be delighted to
see you, whether in-person or online, and
answer any questions that you may have.
Anita Frew
Chair
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Annual Report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021 59
Corporate governance
Board leadership &
company Purpose
Contents of corporate governance report
Board leadership and Company purpose
Effective Board
Purposes, values and culture
Governance framework and Board resources
Stakeholder engagement
Workforce policies and practices
Division of responsibilities
Board roles
Independence
External commitments and conflicts of interest
Key activities of the Board in 2021
Composition, succession and evaluation
Nomination Committee Report
Appointments to the Board
Board skills, experience and knowledge
Annual Board evaluation
Audit, risk and internal control
Audit Committee Report
External Auditor & Internal audit
Review of the 2021 Annual Report
Internal financial controls
Risk management
Remuneration
Remuneration Report
Linking remuneration with Purpose and strategy
Report of the Remuneration Committee
Remuneration Report for the year ended 31 December 2021
61
59
72-74
68-71
109
72
74
74
64-67
76-77
75
62-63
74
79-83
82-83
78
78
78
84
84
87
94
Summary of Remuneration Policy
106-108
UK Corporate Governance Code (the Code)
For the year ended 31 December 2021 the principles of good corporate
governance contained in the 2018 UK Corporate Governance Code have been
complied with.
The Annual Report has been structured to allow shareholders to evaluate how
the Code Principles have been applied. Cross references are included where
appropriate to where supporting information is contained outside of the
Directors’ Report.
Further information on the Code can be found on the Financial Reporting
Council’s website at: www.frc.org.uk
60
Croda International Plc
Annual Report and Accounts 2021
Corporate governance
Board leadership &
company Purpose
Contents of corporate governance report
Board leadership and Company purpose
Effective Board
Purposes, values and culture
Governance framework and Board resources
Stakeholder engagement
Workforce policies and practices
Division of responsibilities
Board roles
Independence
External commitments and conflicts of interest
Key activities of the Board in 2021
Composition, succession and evaluation
Nomination Committee Report
Appointments to the Board
Board skills, experience and knowledge
Annual Board evaluation
Audit, risk and internal control
Audit Committee Report
External Auditor & Internal audit
Review of the 2021 Annual Report
Internal financial controls
Risk management
Remuneration
Remuneration Report
Linking remuneration with Purpose and strategy
Report of the Remuneration Committee
Remuneration Report for the year ended 31 December 2021
Summary of Remuneration Policy
106-108
UK Corporate Governance Code (the Code)
For the year ended 31 December 2021 the principles of good corporate
governance contained in the 2018 UK Corporate Governance Code have been
complied with.
Directors’ Report.
The Annual Report has been structured to allow shareholders to evaluate how
the Code Principles have been applied. Cross references are included where
appropriate to where supporting information is contained outside of the
Further information on the Code can be found on the Financial Reporting
Council’s website at: www.frc.org.uk
61
59
72-74
68-71
109
72
74
74
64-67
76-77
62-63
75
74
79-83
82-83
78
78
78
84
84
87
94
Board leadership
The Company is led by an effective and
entrepreneurial Board, whose role is to promote
the long-term sustainable success of the
Company, generating value for shareholders
and contributing to wider society. The Board
has ultimate responsibility for the overall
leadership of the Group. In this role, it oversees
the development and delivery of a clear
Group strategy.
At the date of this report, the Board comprises
10 Directors: the Chair; the Group Chief
Executive; the Group Finance Director; six
independent Non-Executive Directors and one
non-independent Non-Executive Director, who
was the Company’s Chief Technology Officer
until his retirement in 2017. The size of the
Board allows time for constructive debate and
challenge on key elements of the Company’s
performance and strategic projects and enables
all Directors’ views to be heard. It monitors
operational and financial performance against
agreed goals and objectives and ensures that
appropriate controls and systems exist to
manage risk and that there are the necessary
financial resources and people with the
necessary skills to achieve the strategic goals
the Board has set. The Non-Executive Directors
have a broad range of business, financial and
international skills and experience, which
provide appropriate balance and diversity.
The Directors’ biographical details appear on
pages 62 and 63 and at www.croda.com.
The Board maintains a formal schedule of
matters reserved for its approval. These matters
include approving the Group’s strategy and
budget, material corporate transactions and the
authorisation of capital expenditure above
delegated authority limits. They include matters
relating to risk management, approval of the
Annual Report and Accounts, dividends,
appointing new directors and significant
communications to shareholders.
The full schedule of matters reserved for the
Board can be found in the governance section
at www.croda.com.
The Board discharges some of its
responsibilities directly and others through its
Committees, details of which can be found on
page 73.
Execution of the strategy and day-to-day
management of the Company’s business is
delegated to the Executive Committee, and
subsequently to senior leadership teams where
relevant, with the Board retaining responsibility
for overseeing, guiding and holding
management to account. In addition to its
monthly scheduled meetings, the Board met
and heard from the Executive Committee
members, senior management and a wider
range of colleagues on a regular basis.
Contributions from the Executive Committee
members can be found throughout this report.
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Board balance
40-49 years – 1
50-59 years – 5
60-65 years – 4
0-3 years – 3
3-6 years – 3
>6 years – 4
Age
Tenure
Gender balance
All
employees
Senior
management
Board
of Directors*
Male – 63%
Female – 37%
Male – 64%
Female – 36%
Male – 50%
Female – 50%
* As at 28 February 2022. Post-year
end appointment means we have
now achieved full gender balance on
the Board of Directors.
60
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Croda International Plc
Annual Report and Accounts 2021 61
Corporate governance (continued)
Our Leadership Team
We have a Board that is well equipped to provide oversight and
challenge to the Executive Committee and has the breadth of skills,
experience and diversity to lead the business in delivering our
ambitious strategic priorities that will deliver long-term growth.
Helena Ganczakowski
Non-Executive Director
(Senior Independent Director)
Appointment: February 2014
Nationality: British
With 23 years of experience in
marketing and corporate strategy
at Unilever and a further eight as a
strategic consultant for other
multinational businesses, Helena
brings marketing skills and an
end-consumer perspective to the
Croda boardroom, as well as
challenge and support to the CEO in
strategy development. Her academic
roots in engineering, with a PhD from
Cambridge University, drive her
passion and curiosity for both
product and process innovation.
Helena is also a Non-Executive
Director and Remuneration
Committee Chair of Greggs Plc.
N
Anita Frew
Chair
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Steve Foots
Group Chief Executive
Jez Maiden
Group Finance Director
Appointment: March 2015 and
Chair since September 2015
Appointment: July 2010 and Group
Chief Executive since January 2012
Appointment: January 2015 as
Group Finance Director
Nationality: British
Nationality: British
Nationality: British
Anita has served on Plc boards in the
chemical, resources, engineering,
water and financial services industries
for over 20 years. Prior to joining
Croda, she was Chair of Victrex Plc
and Senior Independent Director of
Aberdeen Asset Management Plc,
IMI Plc and was Deputy Chair of
Lloyds Banking Group Plc. During
her time as a Director, she has
chaired main Boards, Remuneration,
Responsible Business and Risk
Committees. Currently she is also
Chair of Rolls-Royce Holdings Plc.
Anita brings extensive experience as
Chair to the Croda Board as well as
leadership in strategic management,
mergers and acquisitions and risk
experience from working
internationally across many sectors.
Steve joined Croda as a Graduate
Trainee in 1990 and brings to the
Board a business, strategic and
operational background gained from
a number of senior leadership roles
across the Group. Having spent
several years leading many different
Croda businesses, he has also
gathered extensive insight into the
markets served, the importance of
customer focus and the power of an
innovative culture. Outside of Croda,
Steve’s role as Industry co-Chair of
the UK Chemistry Council enables
him to work alongside Government
Ministers and industry peers to bring
wider industry knowledge into the
Croda business.
Jez is an experienced Group Finance
Director, having served in this role on
five UK listed company Boards. As a
chartered management accountant,
his expertise in all aspects of finance
management, gained in speciality
chemical, FMCG and other
manufacturing environments, allows
him to support the Board and
Executive of Croda in managing the
performance of the business, risk
management and control, and in
capital allocation and investment
evaluation. Jez acts as business
partner to the Group Chief Executive
and leads the finance, IT and digital
teams. He is also on the Board of the
Centre for Process Innovation Ltd, an
independent technology innovation
organisation, and has also been a
Non-Executive Director and Audit
Committee Chair in two other
UK Plcs.
Key
Chair of the Committee
Member of the Committee
Secretary of the Committee
Nomination Committee
Remuneration Committee
Audit Committee
Risk Management Committee
Group Executive Committee
Group Ethics Committee
Group Finance Committee
N
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Group SHEQ Committee
SHEQ
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Annual Report and Accounts 2021
Corporate governance (continued)
Our Leadership Team
We have a Board that is well equipped to provide oversight and
challenge to the Executive Committee and has the breadth of skills,
experience and diversity to lead the business in delivering our
ambitious strategic priorities that will deliver long-term growth.
N
Anita Frew
Chair
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SHEQ
Steve Foots
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Jez Maiden
Group Chief Executive
Group Finance Director
RM A
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Helena Ganczakowski
Non-Executive Director
(Senior Independent Director)
Appointment: March 2015 and
Appointment: July 2010 and Group
Appointment: January 2015 as
Chair since September 2015
Chief Executive since January 2012
Group Finance Director
Appointment: February 2014
Nationality: British
Nationality: British
Nationality: British
Nationality: British
Anita has served on Plc boards in the
Steve joined Croda as a Graduate
Jez is an experienced Group Finance
chemical, resources, engineering,
Trainee in 1990 and brings to the
Director, having served in this role on
water and financial services industries
Board a business, strategic and
five UK listed company Boards. As a
for over 20 years. Prior to joining
operational background gained from
chartered management accountant,
Croda, she was Chair of Victrex Plc
a number of senior leadership roles
his expertise in all aspects of finance
and Senior Independent Director of
across the Group. Having spent
management, gained in speciality
Aberdeen Asset Management Plc,
several years leading many different
chemical, FMCG and other
With 23 years of experience in
marketing and corporate strategy
at Unilever and a further eight as a
strategic consultant for other
multinational businesses, Helena
brings marketing skills and an
end-consumer perspective to the
IMI Plc and was Deputy Chair of
Croda businesses, he has also
manufacturing environments, allows
Croda boardroom, as well as
Lloyds Banking Group Plc. During
gathered extensive insight into the
him to support the Board and
her time as a Director, she has
markets served, the importance of
Executive of Croda in managing the
chaired main Boards, Remuneration,
customer focus and the power of an
performance of the business, risk
Responsible Business and Risk
innovative culture. Outside of Croda,
management and control, and in
Committees. Currently she is also
Steve’s role as Industry co-Chair of
capital allocation and investment
Chair of Rolls-Royce Holdings Plc.
the UK Chemistry Council enables
evaluation. Jez acts as business
Anita brings extensive experience as
him to work alongside Government
partner to the Group Chief Executive
Chair to the Croda Board as well as
Ministers and industry peers to bring
and leads the finance, IT and digital
leadership in strategic management,
wider industry knowledge into the
teams. He is also on the Board of the
challenge and support to the CEO in
strategy development. Her academic
roots in engineering, with a PhD from
Cambridge University, drive her
passion and curiosity for both
product and process innovation.
Helena is also a Non-Executive
Director and Remuneration
Committee Chair of Greggs Plc.
mergers and acquisitions and risk
Croda business.
experience from working
internationally across many sectors.
Centre for Process Innovation Ltd, an
independent technology innovation
organisation, and has also been a
Non-Executive Director and Audit
Committee Chair in two other
UK Plcs.
Key
Chair of the Committee
Member of the Committee
Secretary of the Committee
Nomination Committee
Remuneration Committee
Audit Committee
Risk Management Committee
Group Executive Committee
Group Ethics Committee
Group Finance Committee
RM
N
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Group SHEQ Committee
SHEQ
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Annual Report and Accounts 2021
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John Ramsay
Non-Executive Director
Roberto Cirillo
Non-Executive Director
Jacqui Ferguson
Non-Executive Director
Keith Layden
Non-Executive Director
Appointment: January 2020
Appointment: April 2018
Appointment: September 2018
Nationality: British
Nationality: Swiss
Nationality: British
John has over 30 years’ broad-based
international finance background with
Life Science businesses such as ICI,
AstraZeneca and Syngenta. A large
part of this experience was gained
while working in Latin American and
Asian countries. John brings extensive
knowledge of business strategy to the
Croda Board as well as a keen
interest in building on Croda’s strong
culture to deliver superior business
performance. He is also a member of
the Supervisory Board at Koninklijke
DSM NV and a Non-Executive
Director at RHI Magnesita NV and
Babock International Plc. He is also
Audit Committee Chair at each of
these companies.
With ten years’ experience as Country
and Group CEO in the Service and
Health Care industries, and many
years spent as a strategy practitioner
in Europe and Asia, Roberto brings
knowledge of, and passion for,
growth and operations to the Croda
boardroom. He can also share
lessons learned from large
transformations and M&A. Roberto’s
engineering background enables him
to link Croda’s R&D and production
competences with the evolving
demands of its multinational markets.
Alongside his role as Non-Executive
Director for Croda, he is CEO of
Swiss Post. He was previously the
Group CEO at Optegra Eye Health
Care Ltd, France CEO and Group
COO at Sodexo SA and Associate
Partner at McKinsey & Co.
Jacqui is an experienced CEO from
the technology industry with general
management and M&A experience in
international and emerging markets.
She has first-hand insight of
transformational/disruptive digital,
cyber security, technology and
business process solutions. Jacqui
spent three years in Silicon Valley as
Chief of Staff at Hewlett Packard,
focused on a new company strategy
and turnaround. Away from Croda,
she is a Non-Executive Director of
John Wood Group Plc and Tesco
Bank, a fellow of the IET, a Trustee of
Engineering UK and a member of the
Advisory Board of Engie UK.
Appointment: February 2012 and
Non-Executive Director since May
2017
Nationality: British
Keith brings to the Croda Board 33
years’ experience of working at Croda
in a variety of positions, most recently
leading the Global Research,
Development and Innovation function
and as President of the Global Life
Sciences business. He also has an
interest and background in
organisational culture, which is a key
consideration in the decision making
of the Board. In his roles of Honorary
Professor of Chemistry and Industry
at the University of Nottingham,
member of Council at the University
of Sheffield and a Fellow of the Royal
Society of Chemistry, he widens his
network of emerging technology
companies and research institutes to
spot new talent that will aid Croda’s
future success.
Appointment since
the year end
A
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Julie Kim
Non-Executive Director
Appointment: September 2021
Nationality: US
Julie has nearly 30 years of
experience in the health care industry,
with more than 15 years in
international leadership positions. She
is currently President, Plasma-Derived
Therapies at Takeda Pharmaceutical,
a global, values-based, R&D-driven
biopharmaceutical leader
headquartered in Japan.
Her geographic experience covers
both global and regional roles,
focused on Europe, Asia and Latin
America.
Previous executive positions include
roles as Head of International Market
Access and Global Franchise Head of
multiple therapeutic areas at Shire,
Baxalta and Baxter.
Julie also sits on the industry board
for the Plasma Protein Therapeutics
Association.
Tom Brophy
Group General Counsel
and Company Secretary
A
RM
N
Appointment: December 2012
as Board Secretary
Nawal Ouzren
Non-Executive Director
Nationality: British
Tom is an experienced corporate
lawyer, having worked at City law firm
Hogan Lovells and FTSE 100
company Ferguson. His expertise in
public and private acquisitions
supports Croda’s inorganic growth
plans and his professional
background and breadth of
experience in insurance, risk and
compliance enable him to Chair the
Ethics Committee. He has also acted
as Managing Director of the Western
European Region.
Tom provides corporate governance
knowhow to the Board and Croda.
Having spent many years leading
global teams, Tom leads the Legal
and Company Secretary team.
Appointment: February 2022
Nationality: French
Nawal has 20 years of expertise
across a wide range of
international business roles,
including clinical development,
operational and strategic
management roles within the
pharmaceutical industry. Nawal
currently serves as CEO at
Sensorion, a Euronext listed
biopharmaceutical company
headquartered in France.
Nawal brings with her first-hand
experience in biologics and novel
gene therapies and is a
Non-Executive Director of Arena
Pharmaceuticals, the US
headquartered biopharmaceutical
company.
Croda International Plc
Annual Report and Accounts 2021 63
the employees in the business, they also help
provide the knowledge for Non-Executive
Directors to provide constructive challenge at
Board meetings. Each of the Directors
(excluding the new appointees) has a mentoring
relationship with employees below the
Executive Committee level. This will be
extended to the two new Non-Executive
Directors once they have completed their
induction programme. The Executive Directors
use the specific areas of expertise of the
Non-Executive Directors as a source of ideas,
experience, as well as challenge when
developing strategic plans.
The Chair and Non-Executive Directors met
without the Executive Directors present to allow
an additional opportunity to discuss areas
relevant to the operation of the Board. The
Non-Executive Directors also met on their own,
without the Chair.
The Board activities during the year are outlined
on page 65. All these activities and outputs
provide the context for future strategic
decisions. References are made in this section
to areas of the report where further information
on the activities outlined below can be found.
Training
All Directors keep their knowledge and skills up
to date and include training discussions with
the Chair in their annual performance reviews.
As required, professional advisers are invited to
provide in-depth updates and the Board also
receives updates on market trends,
environmental, technological and social
considerations when appropriate. The
Company Secretary provides regular updates
to the Board and its committees on regulatory
and corporate governance matters. Our
Directors receive training on their duties under
section 172(1) of the Companies Act 2006 as
part of their induction process from the Group’s
corporate lawyers. All Directors participate in
online compliance training courses as required.
Corporate governance (continued)
Board activity in 2021
Board activity in 2021
Board meetings are the main forum for the
Directors to debate, review and challenge
strategic, operational and governance matters
concerning the Company, as required to ensure
that the Directors discharge their duties
including under section 172(1) of the
Companies Act 2006.
There were seven meetings of the Board
during the year. In addition to the formal Board
meetings, the Board had additional ad-hoc
update calls to discuss business performance
and key projects as they progressed. This
ensured that sufficient time was given to allow
in-depth consideration of our stakeholders in
relation to the key decisions made by the Board.
The Board agenda has strong links to the
strategic objectives for the business and is set
via a collaborative process between the Chair,
Group Chief Executive and Company
Secretary. The Board agenda programme
ensures that strategic, operational, financial,
human resources and corporate governance
items are discussed at the appropriate time
with additional deep dives into key strategic
areas during the year. This ensures enough
time is allocated to allow effective discussion.
A separate strategy day, attended by members
of the Executive Committee, is held during the
year. The strategy day is held in the first half of
the year, followed by the consideration of the
strategic plan in the autumn and then the
approval of the budget towards the end of
the year.
See more on our strategic priorities on pages
20 and 67 of this report.
The Group Chief Executive’s report to the
Board focuses on strategic and operational
activities. A safety report is always the first
matter he reports on at each meeting, with a
focus on both employee behavioural safety and
process safety issues. The CEO’s report also
covers the performance of each business unit,
including sales and regional activity as well as
competitor insights and performance. Market
trends and opportunities are considered and
dialogue with major customers and regulatory
bodies discussed. Each quarter the Board
receives comprehensive reports from members
of the Executive Committee in relation to all
aspects of the business, including market
sectors, regional delivery, sustainability,
operations, innovation, people, risk and
functional updates. This is in addition to the
deep dive sessions covered under the Board’s
programme of business.
The Group Finance Director presents reports
on monthly and year to date sales performance,
profit, cash flow, cost base, capital expenditure
and outlook for the year. The CFO also reports
during the year on performance against budget,
dividends, treasury items, including liquidity,
and keeps the Board abreast of investor
discussions and feedback.
The Group General Counsel and Company
Secretary updates the Board on changes to
relevant laws, regulations and governance
matters at each Board meeting. In addition, he
takes responsibility for reporting on compliance
and insurance matters.
Outside the boardroom
The Board were unable to undertake in-person
site visits in 2021 due to ongoing UK and
overseas Government travel restrictions. They
were, however, able to participate in three
virtual Board visits during the year, in Brazil,
Spain and China. These virtual Board sessions
included Town Halls with question and answer
sessions and presentations from local
management and operational employees. The
presentations covered briefings on health and
safety and key risks at each site as well as a
review of the current performance (both
financial and non-financial) and the future
strategy in each country. Further detail of the
virtual site visit to Iberchem as part of the Board
strategy day is on page 66.
In addition to these site visits, an extensive
programme of listening groups was undertaken
and further information on these can be found
on page 70.
The Executive Committee attended a two day
strategy session on sustainability strategy,
which the Senior Independent Director
attended and reported back to the Board.
The Chair spends time interacting with the
Executive Committee team between Board
meetings; during 2021 each member of the
Executive management team had monthly
meetings with the Chair. This ensured that she
was kept up to date on significant
developments and emerging issues and
opportunities, as well as forging good working
relationships with the senior management team.
The Non-Executive Directors have direct
access at any time to the Executive Directors,
senior management teams and employees
across the Group. This provides the opportunity
to develop a deeper understanding of the
Company’s operations or to request
information about specific areas. These
interactions not only build connections with
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The Group Finance Director presents reports
the employees in the business, they also help
on monthly and year to date sales performance,
provide the knowledge for Non-Executive
profit, cash flow, cost base, capital expenditure
Directors to provide constructive challenge at
and outlook for the year. The CFO also reports
Board meetings. Each of the Directors
during the year on performance against budget,
(excluding the new appointees) has a mentoring
dividends, treasury items, including liquidity,
relationship with employees below the
and keeps the Board abreast of investor
Executive Committee level. This will be
Corporate governance (continued)
Board activity in 2021
Board activity in 2021
Board meetings are the main forum for the
Directors to debate, review and challenge
strategic, operational and governance matters
concerning the Company, as required to ensure
that the Directors discharge their duties
including under section 172(1) of the
Companies Act 2006.
There were seven meetings of the Board
during the year. In addition to the formal Board
meetings, the Board had additional ad-hoc
update calls to discuss business performance
and key projects as they progressed. This
ensured that sufficient time was given to allow
in-depth consideration of our stakeholders in
relation to the key decisions made by the Board.
discussions and feedback.
The Group General Counsel and Company
Secretary updates the Board on changes to
relevant laws, regulations and governance
matters at each Board meeting. In addition, he
takes responsibility for reporting on compliance
and insurance matters.
Outside the boardroom
The Board were unable to undertake in-person
The Board agenda has strong links to the
site visits in 2021 due to ongoing UK and
strategic objectives for the business and is set
overseas Government travel restrictions. They
via a collaborative process between the Chair,
were, however, able to participate in three
Group Chief Executive and Company
Secretary. The Board agenda programme
ensures that strategic, operational, financial,
virtual Board visits during the year, in Brazil,
Spain and China. These virtual Board sessions
included Town Halls with question and answer
human resources and corporate governance
sessions and presentations from local
items are discussed at the appropriate time
with additional deep dives into key strategic
areas during the year. This ensures enough
management and operational employees. The
presentations covered briefings on health and
safety and key risks at each site as well as a
time is allocated to allow effective discussion.
review of the current performance (both
See more on our strategic priorities on pages
on page 70.
20 and 67 of this report.
The Group Chief Executive’s report to the
Board focuses on strategic and operational
activities. A safety report is always the first
The Executive Committee attended a two day
strategy session on sustainability strategy,
which the Senior Independent Director
attended and reported back to the Board.
matter he reports on at each meeting, with a
The Chair spends time interacting with the
focus on both employee behavioural safety and
Executive Committee team between Board
process safety issues. The CEO’s report also
meetings; during 2021 each member of the
covers the performance of each business unit,
Executive management team had monthly
including sales and regional activity as well as
meetings with the Chair. This ensured that she
competitor insights and performance. Market
was kept up to date on significant
trends and opportunities are considered and
developments and emerging issues and
dialogue with major customers and regulatory
opportunities, as well as forging good working
bodies discussed. Each quarter the Board
relationships with the senior management team.
receives comprehensive reports from members
of the Executive Committee in relation to all
aspects of the business, including market
sectors, regional delivery, sustainability,
operations, innovation, people, risk and
functional updates. This is in addition to the
deep dive sessions covered under the Board’s
programme of business.
The Non-Executive Directors have direct
access at any time to the Executive Directors,
senior management teams and employees
across the Group. This provides the opportunity
to develop a deeper understanding of the
Company’s operations or to request
information about specific areas. These
interactions not only build connections with
extended to the two new Non-Executive
Directors once they have completed their
induction programme. The Executive Directors
use the specific areas of expertise of the
Non-Executive Directors as a source of ideas,
experience, as well as challenge when
developing strategic plans.
The Chair and Non-Executive Directors met
without the Executive Directors present to allow
an additional opportunity to discuss areas
relevant to the operation of the Board. The
Non-Executive Directors also met on their own,
without the Chair.
The Board activities during the year are outlined
on page 65. All these activities and outputs
provide the context for future strategic
decisions. References are made in this section
to areas of the report where further information
on the activities outlined below can be found.
Training
considerations when appropriate. The
Company Secretary provides regular updates
to the Board and its committees on regulatory
and corporate governance matters. Our
Directors receive training on their duties under
section 172(1) of the Companies Act 2006 as
part of their induction process from the Group’s
corporate lawyers. All Directors participate in
online compliance training courses as required.
A separate strategy day, attended by members
of the Executive Committee, is held during the
year. The strategy day is held in the first half of
the year, followed by the consideration of the
strategic plan in the autumn and then the
approval of the budget towards the end of
the year.
financial and non-financial) and the future
strategy in each country. Further detail of the
virtual site visit to Iberchem as part of the Board
strategy day is on page 66.
All Directors keep their knowledge and skills up
to date and include training discussions with
the Chair in their annual performance reviews.
As required, professional advisers are invited to
In addition to these site visits, an extensive
provide in-depth updates and the Board also
programme of listening groups was undertaken
receives updates on market trends,
and further information on these can be found
environmental, technological and social
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Board activity breakdown
Key highlights and priorities of the Board’s activities in 2021 are set out on pages 65 to 67 along with an estimate of the proportion of time that the
Board spent discussing each area.
• Group strategic ambition and priorities,
Group strategic projects and targets and
regular updates on progress
• Disposal of a significant part of the
Performance Technologies and Industrial
Chemicals Business
• Sustainability strategy and targets
Strategy (50%)
• Growth priorities and future markets
• Business presentations from all sector
Presidents
• Product innovation programmes and
technology platforms
• Consideration of acquisition opportunities,
including Parfex and Alban Muller
• Digital strategy
• Product manufacturing strategies
• New and Protected Products pipeline
• Capital Expenditure submissions to ensure
appropriate capacity infrastructure to meet
Croda’s strategic ambitions.
Sustainability strategy and approach
• The Croda Sustainability Committee
attended a Board meeting to review the
achievements of the Committee and
focus for 2021.
• Discussed the strategic commitments
to 2030 and the associated Science
Based Targets.
• Received an update from the Chief
Sustainability Officer of the progress
during the year, and detail on the work on
the sustainability strategy refresh.
Information on our sustainability approach
can be found from page 30 to 43.
Operations Strategy
• Received an update on operations
strategy progress with a more detailed
focus on activity relating to expanding
capacity in support of our strategic
objectives.
• Approval of the 2030 roadmap covering
the six strategy themes, which formed the
starting point for defining more detailed
execution plans with the buy in of the
appropriate parts of the organisation.
Information on operations can be found
from page 10.
Strategic deep dives
R&D and innovation strategy
• Reviewed the detail of the innovation
model to support the strategic objectives.
• Considered the impact of new technology
platforms on the 2030 sustainability
targets.
Information on our dynamic innovation
model can be found on page 4.
Health Care and Drug Delivery Strategy
• Evaluated the Health Care strategy by
reviewing the current position and market
opportunities. Considered the future
vision and process to achieve it.
• Received a presentation from an external
specialist in the development of vaccines
and diagnostics which provided unique
insights.
Information on our Health Care business
can be found on page 26.
2021 Capital Expenditure Review
• Reviewed actual delivery against planned
delivery of the material capital expenditure
projects in the previous 12 months.
• Discussed trends, learnings and
opportunities for improvement that can be
taken forward into ongoing and future
strategic initiatives.
Talent review
• Debated the competency framework and
definition of high potential talent at Croda.
• Reviewed Executive Committee
succession and succession development
profiles for new emerging talent.
• Endorsed the relaunch of the refreshed
leadership development programmes.
Information on culture and succession
planning can be found on page 36 and in
the report of the Nomination Committee on
page 76 to 77.
Safety, Health and Environment
• Reviewed the performance of both
behavioural safety and process safety
across the group, including leading and
lagging performance indicators and
information on specific incidents.
• Discussed mental health and wellbeing
of employees.
• Reviewed the training needs of the Board
to ensure knowledge is kept up to date.
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Annual Report and Accounts 2021 65
Corporate governance (continued)
Board activity in 2021 (continued)
Financial, risk and
performance management
(25%)
• Group trading performance, including
COVID-19 response.
• Monthly updates on financial
performance by business unit.
• Review of significant control
weaknesses report.
• Review of key risks, internal and external
assurance of each risk. See page 50.
• Review of risk appetite statements.
• Dividend policy and dividend approvals.
• Long-term viability statement. See page
56.
• The approval of the Group’s budget.
• Funding requirements, planned strategic
project expenditure and the timing of
any disposal proceeds.
• Key performance targets and indicators.
• Long-term financial modelling and
forecasts.
• A review of the Company’s tax strategy.
People (15%)
• Safety, health, environment and quality.
Keeping all employees and contractors
safe on all sites during the ongoing
pandemic.
• Succession planning and organisational
restructure, including senior management
succession.
• Diversity – Board diversity policy, diversity
and inclusion of our workforce and the
gender pay gap reporting.
• Female talent review and mentoring scheme.
• Leadership training and development.
• The Board’s engagement with employees
and the employee voice.
• Extension of the term of office of Anita
Frew, Helena Ganczakowski, Roberto
Cirillo and Jacqui Ferguson.
• Modern Slavery reporting.
• The introduction of the Free Share Plan
and all-employee share save grants.
• UK pension scheme and the triennial
actuarial valuation. No deficit payments will
be required.
Governance and reporting (10%)
• Board and Committee effectiveness
evaluation. Information on the outcomes
of this can be found on page 74.
• Annual Report and Accounts and other
financial statements. The work undertaken
to assess that the Annual Report is a fair,
balanced and understandable assessment
of the Company’s position and prospects
can be found on page 78.
• Presentation from the Director of Investor
Relations and Corporate Affairs. Review of
the share price performance, valuation and
investor areas of interest.
• Ethical compliance programme. See
page 83.
• Group litigation reports.
• Group insurance programme is reviewed to
ensure adequate protection is in place that
balanced risk appetite.
• The UK pension regime new legislation and
regulation.
• Governance compliance review.
• Approved the Notice of AGM 2021 and
meeting arrangements.
Board strategy session
Inputs
• Global markets and competitor presentations by the
Croda management teams
• First Impressions of Life Science and Consumer Care
businesses by the new sector Presidents
• Customer insights by the senior management of two
major customers
Virtual site visit to Iberchem
Outputs
• Current positioning of the businesses
• Opportunities to gain competitive advantage
• Key customer trends and expectations
• Product portfolio review
• Organisational structures required to deliver
• Current gaps in capabilities
Areas covered
Session one – A deep dive
into the SHE culture and
standards on site.
The Board looked at the
current SHE structure at
Iberchem, performance KPIs
and any support that would
be required from Group SHE.
Session two – Getting to
know Iberchem better
Session three –
Integration with Croda
An integration steering
committee had been set up
to manage the integration
with a detailed plan. The
Board learnt about the
review of the progress in
realising the integration and
synergies, both commercial
and technology/innovation.
This session reviewed the
outstanding history and growth
story of Iberchem and the
successful financial
performance. The
management team presented
a view of the current markets
in which the business
operated, an overview of its
strong customer intimacy and
the customer driven R&D
process, which had been able
to capture the most recent
trends. The Board received
presentations on the approach
to sustainability, procurement,
compliance and the workforce.
Session four – Growth
strategy and current
trading
This session reviewed the
actual 2020 and expected
2021 trading results. The
business plan to 2025 was
discussed as was the
potential for additional
opportunities for the
business.
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Specific focus areas for 2021
Ongoing focus on safety leadership
Continue to oversee delivery of the
2030 strategy, with focus in 2021 on
sustainability, innovation and our
Consumer Care and Life Sciences
market sectors
Consider how to further enhance
Board diversity
Bring more external and customer
insights into Board meetings to help
shape thinking and decisions
A safety session was held, facilitated by the Group SHE Director. The Board had a particular focus on
the performance of our newly acquired companies to ensure the high standards expected of all Croda
businesses and leaders were being met as regards behavioural safety, process safety and mental
wellbeing. In addition, the training needs of the Board were agreed and progressed, to ensure
knowledge is kept up to date.
Strategic reviews of both Consumer Care and Life Sciences were undertaken. This included an
in-depth review of our fast-growing Health Care business. The Board reviewed our innovation model
in support of the strategic objectives and the impact of new technology platforms on our 2030
sustainability targets.
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Following a detailed assessment of the required skills and experiences that would enhance the Board’s
support of our strategic objectives, we brought two new Non-Executive Directors onto the Board in the
last 12 months; Julie Kim and Nawal Ouzren. Their appointments bring greater diversity to the Board in
terms of gender, ethnicity, nationality and tenure. They also have broadened the Health Care sector
knowledge around the Board table and they both bring skills and experiences as serving executives.
Further details on these individuals are on page 63.
As part of the Board strategy day, two important customers were invited to attend to provide customer
insights into our performance as a supplier, including in the areas of sustainability and innovation. The
Board also heard from external business and industry experts on their experiences in vaccine
development. These sessions proved invaluable for the Board in working alongside the Executive
Committee in shaping our strategic objectives.
Focus areas for 2022
Continue our focus on
Croda’s strategic progress
in transitioning to a
pure-play Consumer Care
and Life Sciences
company, including key
innovation programmes.
Oversee our expanded
organic capital investment
programme, whilst
ensuring we continue to
prioritise safety leadership
and performance.
Continue our oversight of
Croda’s progressive and
proactive inorganic
investments in support
of our strategic focus on
our Life Sciences and
Consumer Care businesses.
Focus on talent and
succession planning at
all levels within Croda,
including ensuring that
we continue to have the
capacity and capability
to support our strategic
priorities.
Corporate governance (continued)
Board activity in 2021 (continued)
Financial, risk and
performance management
(25%)
• Group trading performance, including
COVID-19 response.
• Monthly updates on financial
performance by business unit.
• Review of significant control
weaknesses report.
• Review of key risks, internal and external
assurance of each risk. See page 50.
• Review of risk appetite statements.
• Dividend policy and dividend approvals.
• Long-term viability statement. See page
56.
• The approval of the Group’s budget.
• Funding requirements, planned strategic
project expenditure and the timing of
any disposal proceeds.
• Key performance targets and indicators.
• Long-term financial modelling and
forecasts.
• A review of the Company’s tax strategy.
be required.
Board strategy session
Inputs
• Global markets and competitor presentations by the
Croda management teams
• First Impressions of Life Science and Consumer Care
businesses by the new sector Presidents
• Customer insights by the senior management of two
major customers
Virtual site visit to Iberchem
Areas covered
People (15%)
Governance and reporting (10%)
• Safety, health, environment and quality.
• Board and Committee effectiveness
Keeping all employees and contractors
evaluation. Information on the outcomes
safe on all sites during the ongoing
of this can be found on page 74.
• Succession planning and organisational
financial statements. The work undertaken
restructure, including senior management
to assess that the Annual Report is a fair,
• Annual Report and Accounts and other
pandemic.
succession.
• Diversity – Board diversity policy, diversity
and inclusion of our workforce and the
gender pay gap reporting.
• Female talent review and mentoring scheme.
• Leadership training and development.
• The Board’s engagement with employees
and the employee voice.
• Extension of the term of office of Anita
Frew, Helena Ganczakowski, Roberto
Cirillo and Jacqui Ferguson.
• Modern Slavery reporting.
• The introduction of the Free Share Plan
and all-employee share save grants.
• UK pension scheme and the triennial
actuarial valuation. No deficit payments will
balanced and understandable assessment
of the Company’s position and prospects
can be found on page 78.
• Presentation from the Director of Investor
Relations and Corporate Affairs. Review of
the share price performance, valuation and
investor areas of interest.
• Ethical compliance programme. See
page 83.
• Group litigation reports.
• Group insurance programme is reviewed to
ensure adequate protection is in place that
balanced risk appetite.
• The UK pension regime new legislation and
regulation.
• Governance compliance review.
• Approved the Notice of AGM 2021 and
meeting arrangements.
Outputs
• Current positioning of the businesses
• Opportunities to gain competitive advantage
• Key customer trends and expectations
• Product portfolio review
• Organisational structures required to deliver
• Current gaps in capabilities
Session one – A deep dive
Session two – Getting to
Session three –
into the SHE culture and
know Iberchem better
Integration with Croda
standards on site.
The Board looked at the
current SHE structure at
This session reviewed the
An integration steering
outstanding history and growth
committee had been set up
story of Iberchem and the
Iberchem, performance KPIs
and any support that would
successful financial
performance. The
be required from Group SHE.
management team presented
review of the progress in
to manage the integration
with a detailed plan. The
Board learnt about the
realising the integration and
synergies, both commercial
and technology/innovation.
Session four – Growth
strategy and current
trading
This session reviewed the
actual 2020 and expected
2021 trading results. The
business plan to 2025 was
discussed as was the
potential for additional
opportunities for the
business.
a view of the current markets
in which the business
operated, an overview of its
strong customer intimacy and
the customer driven R&D
process, which had been able
to capture the most recent
trends. The Board received
presentations on the approach
to sustainability, procurement,
compliance and the workforce.
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Annual Report and Accounts 2021 67
Corporate governance (continued)
Board engagement with
our stakeholder ecosystem
The Section 172(1) statement and the key
stakeholder groups that form part of our
stakeholder ecosystem are on pages 18 and 19
and 68 to 71.
A key objective of the Strategic Report,
Directors’ Report, Financial Statements and the
Sustainability Report is to help stakeholders
assess how effectively the Board, supported by
the Group Executive Committee, senior
managers and employees, promoted the
success of Croda and had regard to the factors
set out in Section 172 during the year.
By understanding how Croda’s activities impact
on our various stakeholder groups, the Board
can have regard to their interests when having
discussions and making decisions. Having
consideration for our stakeholders aligns with
our Purpose and our values, both of which
guide us in our approach to delivering our
strategic commitments and promoting the long-
term success of Croda for our shareholders
and society.
discussion and the Board always seeks to
understand the priorities and interests of each
stakeholder group during its deliberations and
decision-making process. The Chair and
Company Secretary provide guidance when
required at Board meetings to ensure sufficient
consideration is given to the likely
consequences of any decisions in the long-term
and to the interests and impact of such
decisions on our stakeholder groups.
The relevance of each stakeholder group may
change depending on the issue under
Our customers
Our communities
Our people
Our direct sales model ensures we work
closely with customers and allows us to
develop a deep understanding of their
needs. The Board receives customer insights
and information through Board reports from
the CEO and sector teams, as well as during
strategy and business presentations. Our
Group Chief Executive maintains oversight of
the management of our key customers and
regularly updates the Board on these
interactions with customers and his
engagement with policy makers and
regulatory bodies. As part of the Board
strategy day, two important customers were
invited to attend to provide customer insights
into our performance as a supplier, including
in the areas of sustainability and innovation.
For information on our customers
P18
As a responsible business, we believe it is
essential that we operate safely and
sustainably and that we understand the
impact of our operations on local
communities and on the environment. Living
our Purpose also means we are committed
to providing a positive impact to society and
we nurture the links we have to our
communities through our offices and our
sites. The Croda Foundation has made its
first grants aligned to Croda’s purpose,
values and expertise. The Board regularly
receives information and feedback on
community activities across the Group.
Our success depends on our skilled and
highly committed employees who are
central in our decision making process.
The Board meets regularly with
employees, through listening groups and
board presentations. Although business
travel and face-to-face meetings were
again restricted during 2021, Board
members continued to engage with a wide
range of employees through video calls
and received and discussed the results of
employee pulse surveys and the listening
groups. The regular reports from the HR
Director and other Executive Committee
members keep the Board up to date on
the wide range of people initiatives.
For information on our community activities
and the Croda Foundation
P13 and 19
For information on the Employee Voice,
Listening Groups, workforce engagement
and reward
P70 and 90
Our shareholders
Our suppliers
Supply chain integrity is essential to being
a sustainable business and our supplier
relationships provide valuable insights to
the Board. Site and purchasing teams
engage and partner with suppliers on a
wide range of matters, from product
stewardship and ethical sourcing to
regulatory compliance and operational
improvements. The Board understands
these issues through Board reports and
engagement with our operations and
functional teams.
Board engagement is primarily through the
Group Chief Executive, Group Finance
Director and the Investor Relations and
Corporate Affairs Director, who maintain
regular dialogue with our shareholders.
Committee chairs have responded to
queries from major shareholders regarding
their areas of responsibility and this
engagement is reported back to the Board.
The Directors attend the AGM to allow
shareholders to ask questions directly.
Although shareholder attendance at the
AGM was not possible in 2021 due to
Government restrictions, a separate virtual
shareholder engagement meeting was held.
Analysts notes and reports from brokers
and advisers are also reviewed to keep the
Board informed of shareholders’ views.
For information on engagement with
shareholders
P19 and 71
For information on suppliers
P16 and 18
See Appointment of Non-Executive Directors
for detail on a key Board decision and
stakeholder considerations
P75
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Corporate governance (continued)
Board engagement with
our stakeholder ecosystem
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The Section 172(1) statement and the key
By understanding how Croda’s activities impact
discussion and the Board always seeks to
stakeholder groups that form part of our
on our various stakeholder groups, the Board
understand the priorities and interests of each
stakeholder ecosystem are on pages 18 and 19
can have regard to their interests when having
stakeholder group during its deliberations and
and 68 to 71.
A key objective of the Strategic Report,
Directors’ Report, Financial Statements and the
Sustainability Report is to help stakeholders
assess how effectively the Board, supported by
the Group Executive Committee, senior
managers and employees, promoted the
discussions and making decisions. Having
decision-making process. The Chair and
consideration for our stakeholders aligns with
Company Secretary provide guidance when
our Purpose and our values, both of which
required at Board meetings to ensure sufficient
guide us in our approach to delivering our
consideration is given to the likely
strategic commitments and promoting the long-
consequences of any decisions in the long-term
term success of Croda for our shareholders
and to the interests and impact of such
and society.
decisions on our stakeholder groups.
success of Croda and had regard to the factors
The relevance of each stakeholder group may
set out in Section 172 during the year.
change depending on the issue under
Management is tasked with ensuring that
potential impacts on stakeholders are fully
considered when presenting to the Board.
Information on the key methods utilised by
the Board to engage with all stakeholders is
described on page 68. We also note where
further detail is available throughout this report
on this engagement.
The Board receives information through the
following additional methods which assists the
Directors in their understanding of stakeholders
and to perform their duties:
• An annual strategy review which assesses
the long-term sustainable success of the
Group’s strategy and the impact on our
stakeholders. See page 66.
• Annual presentations to the Board from all
the members of the Executive on the
performance across the sectors and regions.
A broad spectrum of employees from across
the business are invited to present to
the Board.
• An annual Board presentation on progress
with the Group’s sustainability agenda from
the wider sustainability team and regular
updates throughout the year. See page 65.
• The Group Chief Executive and Group Finance
Director provide updates at Board meetings
on their interactions with key stakeholders, as
well as updating Board members between
meetings on any material issues that arise.
• Comprehensive quarterly reports which
cover risk, innovation, global operations
including customer service, SHEQ and
Sustainability, IT and Digital operations, legal
and Company Secretarial and HR, culture
and diversity.
Our customers
Our communities
Our people
Our direct sales model ensures we work
As a responsible business, we believe it is
Our success depends on our skilled and
closely with customers and allows us to
essential that we operate safely and
highly committed employees who are
develop a deep understanding of their
sustainably and that we understand the
central in our decision making process.
needs. The Board receives customer insights
impact of our operations on local
The Board meets regularly with
and information through Board reports from
communities and on the environment. Living
employees, through listening groups and
the CEO and sector teams, as well as during
our Purpose also means we are committed
board presentations. Although business
strategy and business presentations. Our
to providing a positive impact to society and
travel and face-to-face meetings were
Group Chief Executive maintains oversight of
we nurture the links we have to our
again restricted during 2021, Board
the management of our key customers and
communities through our offices and our
members continued to engage with a wide
regularly updates the Board on these
interactions with customers and his
engagement with policy makers and
sites. The Croda Foundation has made its
range of employees through video calls
first grants aligned to Croda’s purpose,
and received and discussed the results of
values and expertise. The Board regularly
employee pulse surveys and the listening
regulatory bodies. As part of the Board
receives information and feedback on
strategy day, two important customers were
community activities across the Group.
groups. The regular reports from the HR
Director and other Executive Committee
members keep the Board up to date on
the wide range of people initiatives.
invited to attend to provide customer insights
into our performance as a supplier, including
in the areas of sustainability and innovation.
For information on our customers
For information on our community activities
P18
and the Croda Foundation
P13 and 19
For information on the Employee Voice,
Listening Groups, workforce engagement
and reward
P70 and 90
Our shareholders
Our suppliers
Board engagement is primarily through the
Supply chain integrity is essential to being
Group Chief Executive, Group Finance
Director and the Investor Relations and
a sustainable business and our supplier
relationships provide valuable insights to
Corporate Affairs Director, who maintain
the Board. Site and purchasing teams
regular dialogue with our shareholders.
Committee chairs have responded to
engage and partner with suppliers on a
wide range of matters, from product
queries from major shareholders regarding
stewardship and ethical sourcing to
their areas of responsibility and this
regulatory compliance and operational
engagement is reported back to the Board.
improvements. The Board understands
The Directors attend the AGM to allow
shareholders to ask questions directly.
these issues through Board reports and
engagement with our operations and
Although shareholder attendance at the
functional teams.
AGM was not possible in 2021 due to
Government restrictions, a separate virtual
shareholder engagement meeting was held.
Analysts notes and reports from brokers
and advisers are also reviewed to keep the
Board informed of shareholders’ views.
68
Croda International Plc
Annual Report and Accounts 2021
For information on engagement with
shareholders
P19 and 71
For information on suppliers
P16 and 18
See Appointment of Non-Executive Directors
for detail on a key Board decision and
stakeholder considerations
P75
Decision to divest the majority of
our PTIC businesses
TB
One of the major decisions the Board made during the year was
to approve the sale of the majority of our PTIC businesses to
Cargill. The divestment will deliver transition into a focused
Consumer Care and Life Sciences company.
Given the importance and impact of this decision, it was made over
many months of deliberation by the Executive team and the Board
and across numerous meetings during the year.
The Board considered the likely consequences of the decision in the
long term, identified the stakeholders who may be affected, and had
regard to their interests as part of the decision-making process.
Initially, a detailed strategic review was undertaken that focused on the
businesses and activities within PTIC that did not directly support the
Consumer Care and Life Sciences sectors. The Board considered
whether Croda was the best future owner of all the PTIC businesses
within the context of opportunities to deploy more capital and
resources within the higher returning Consumer Care and Life
Sciences businesses. The review considered what ownership
structure would best serve the PTIC business going forward, not only
to create a stronger platform for its future growth, but importantly to
provide a secure future for our employees within the business.
Soundings were taken from our advisers and the investor community
at the appropriate time and the Board gained comfort that our
shareholders would support the strategic rationale for the separation,
which was important in confirming the direction of travel for the
strategic review.
Such a complex divestment required careful management of internal
and external communications, talent and resources, and of
interactions and interdependencies with other Group programmes to
ensure the continued successful performance of the PTIC business,
as well as the management of the process itself. Steering and project
implementation processes were established to ensure the Executive
team remained close to the views of those affected by all the
decisions under consideration.
Extensive and regular engagement by the Executive management
team with our employees was undertaken. This was initially aimed at
senior leaders, particularly those directly affected by the divestment,
so they could absorb the news and raise concerns and questions prior
Tom Brophy is Group General Counsel and Company Secretary
to a wider all-employee announcement and to ensure they could then
support the messaging. This helped reassure all our employees and
enabled their views and concerns to be addressed throughout the
process, which in turn minimised any disruption to our business in a
time of uncertainty.
Their needs were mapped and communication plans addressing those
needs were developed. This communication strategy included critical
stakeholders such as works councils, unions, business partners and
our pension trustees. A range of communication channels were
utilised, ensuring our key stakeholders remained informed as the
review progressed. Members of our Executive and Board held
employee listening sessions during this time and were able to hear
first-hand how employees were feeling about the strategic review
and ensured areas of importance highlighted by employees were
considered and reflected in the decisions that were made.
The Board and Executive team spent time reviewing the interested
bidders to ensure they held similar values to Croda, which was an
important factor for the employees moving with the business. The
Board considered that under Cargill’s ownership, the divested
business and our talented, hardworking employees could look forward
to a bright future.
Completing the sale in 2022 will enable us to meet our strategic and
sustainability objectives, which will be to the advantage of all our
stakeholders and support our shared Purpose to use Smart science
to Improve Lives™.
Croda International Plc
Annual Report and Accounts 2021 69
Corporate governance (continued)
Employee engagement
Listening to the Employee Voice
The Board engages directly with employees in
several different ways, including ‘Town Hall’
meetings, both face-to-face and virtual, that
incorporate Q&A sessions and by holding
smaller listening groups. The Chair has regular
one-to-one meetings with employees, as do
other Directors whenever practicable.
Regular pulse surveys have been held during
the year which focus on specific issues. Recent
surveys have gathered employees’ views on
inclusion, health and safety (including mental
health) and culture. The results of these surveys
provide invaluable information for the Board to
gauge how employees feel on these important
topics. For example, it is through such surveys
that the Board was able to understand any
concerns employees had during the pandemic
whilst working from home and in returning to
the workplace. These surveys are one input
that the Board uses to help guide them in their
decision making.
Information on employees is also received at
Board meetings through management reports,
with people KPIs in the HR report.
Each Director has the opportunity, and is
encouraged, to undertake site visits. Whilst
face-to-face site visits remained a challenge
during 2021 due to travel restrictions, the
Board continued to engage with our sites
through virtual site visits. These enabled
Directors to meet a broad spectrum of
employees from different departments. In
addition to the Board’s virtual strategy day
session with the Iberchem team in Spain, two
virtual visits were held during the year to Brazil,
and China. These included health and safety
presentations, town hall and listening groups
and strategy presentations from the senior
management. Each visit was attended by three
Non-Executive Directors and feedback was
given at the next Board meeting.
As well as holding virtual site visits, a number of
listening group sessions were organised during
the year. These sessions covered topics
including Croda’s response to the pandemic,
the Group’s strategy, the role of the Board and
the Remuneration Committee, our sustainability
programme and the effectiveness of the
communication across the business. These
sessions were used as a sounding board to
understand employees’ views and opinions for
proposals, as well as providing time for
employees to discuss other topics which they
wanted to bring to the Board’s attention. Such
sessions are a mechanism to gain diversity of
thought as well as enhancing the relationship of
the Directors across a wider employee base.
Another employee voice route includes Speak
Up reports, a summary of which are provided
to the Audit Committee each year, including
trends in the types of reports and regions
reporters came from.
A significant communications programme was
undertaken as part of the sale of the majority of
the Performance Technologies and Industrial
Chemicals businesses and further information
on this can be found on page 69.
The results and feedback of all the engagement
with employees were shared and discussed by
the Board. The Board also considers annually if
the current framework continues to be effective.
Feedback from 2020 concluded that
engagement had been too UK focused and
that a wider global voice should be heard. In
2021 the virtual overseas visits in Brazil and
China included listening groups and there was
global representation in all the other listening
groups.
The Board considers that it has meaningful and
genuine dialogue with employees and the
correct breadth of coverage using the existing
mechanisms. Croda is good at engagement
and has an open culture. Site visits are valuable
and result in candid discussions and the Board
are looking forward to recommencing their
face-to-face engagement during 2022.
Listening group date
Countries attendees from
Departments attendees from
NED’s that participated
January 2021
April 2021
June 2021
Global Representation Three sessions –
Americas, Asia and Europe
All functions
Helena Ganczakowski
Italy (two sessions)
Brazil
R&D, Sales, Marketing, Logistics Roberto Cirillo
All functions
June 2021
China
All functions
Anita Frew
Keith Layden
Jacqui Ferguson
John Ramsay
Roberto Cirillo
Helena Ganczakowski
November 2021
Global representation Three sessions –
Americas, Asia and Europe
All functions, weighted towards
supply chain and operations
Anita Frew
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Annual Report and Accounts 2021
Listening to the Employee Voice
The Board engages directly with employees in
through virtual site visits. These enabled
Another employee voice route includes Speak
several different ways, including ‘Town Hall’
Directors to meet a broad spectrum of
Up reports, a summary of which are provided
meetings, both face-to-face and virtual, that
employees from different departments. In
to the Audit Committee each year, including
incorporate Q&A sessions and by holding
addition to the Board’s virtual strategy day
trends in the types of reports and regions
smaller listening groups. The Chair has regular
session with the Iberchem team in Spain, two
reporters came from.
one-to-one meetings with employees, as do
virtual visits were held during the year to Brazil,
other Directors whenever practicable.
Regular pulse surveys have been held during
the year which focus on specific issues. Recent
surveys have gathered employees’ views on
inclusion, health and safety (including mental
health) and culture. The results of these surveys
and China. These included health and safety
presentations, town hall and listening groups
and strategy presentations from the senior
management. Each visit was attended by three
Non-Executive Directors and feedback was
given at the next Board meeting.
provide invaluable information for the Board to
As well as holding virtual site visits, a number of
gauge how employees feel on these important
listening group sessions were organised during
topics. For example, it is through such surveys
the year. These sessions covered topics
that the Board was able to understand any
including Croda’s response to the pandemic,
concerns employees had during the pandemic
the Group’s strategy, the role of the Board and
whilst working from home and in returning to
the Remuneration Committee, our sustainability
the workplace. These surveys are one input
programme and the effectiveness of the
that the Board uses to help guide them in their
communication across the business. These
decision making.
Information on employees is also received at
Board meetings through management reports,
with people KPIs in the HR report.
Each Director has the opportunity, and is
encouraged, to undertake site visits. Whilst
face-to-face site visits remained a challenge
during 2021 due to travel restrictions, the
Board continued to engage with our sites
sessions were used as a sounding board to
understand employees’ views and opinions for
groups.
proposals, as well as providing time for
employees to discuss other topics which they
wanted to bring to the Board’s attention. Such
sessions are a mechanism to gain diversity of
thought as well as enhancing the relationship of
the Directors across a wider employee base.
A significant communications programme was
undertaken as part of the sale of the majority of
the Performance Technologies and Industrial
Chemicals businesses and further information
on this can be found on page 69.
The results and feedback of all the engagement
with employees were shared and discussed by
the Board. The Board also considers annually if
the current framework continues to be effective.
Feedback from 2020 concluded that
engagement had been too UK focused and
that a wider global voice should be heard. In
2021 the virtual overseas visits in Brazil and
China included listening groups and there was
global representation in all the other listening
The Board considers that it has meaningful and
genuine dialogue with employees and the
correct breadth of coverage using the existing
mechanisms. Croda is good at engagement
and has an open culture. Site visits are valuable
and result in candid discussions and the Board
are looking forward to recommencing their
face-to-face engagement during 2022.
Listening group date
Countries attendees from
Departments attendees from
NED’s that participated
January 2021
Global Representation Three sessions –
All functions
Helena Ganczakowski
April 2021
June 2021
Americas, Asia and Europe
Italy (two sessions)
Brazil
R&D, Sales, Marketing, Logistics Roberto Cirillo
All functions
June 2021
China
All functions
Anita Frew
Keith Layden
Jacqui Ferguson
John Ramsay
Roberto Cirillo
Helena Ganczakowski
November 2021
Global representation Three sessions –
All functions, weighted towards
Anita Frew
Americas, Asia and Europe
supply chain and operations
Corporate governance (continued)
Employee engagement
Investor engagement
Approach
The Board is committed to maintaining regular
dialogue with investors and communicating in
a clear and transparent manner. The investor
engagement programme is led by the Investor
Relations and Corporate Affairs Director and is
a comprehensive programme compromising
results events, investor roadshows, attendance
at conferences, investor seminars and
ad-hoc meetings.
The investor relations programme includes direct
Board engagement through the Group Chief
Executive and Group Finance Director. The Chair
and other Non-Executive Directors also make
themselves available to engage on topics such as
governance, strategy, ESG performance,
remuneration and other relevant topics. This gives
the Board insight into investors’ views, helping to
inform key Board decisions and shape the future
direction of the company. The Board is also
regularly updated through monthly Board papers,
management presentations and feedback from
the investor relations team. This extends to
commentary on the trading environment and
Croda’s performance relative to peers.
Our AGM traditionally offers the opportunity for
investors to engage directly with the Board and
receive an update on business performance. As it
was not possible to conduct this in the usual way
in 2021 due to COVID-19 restrictions, we hosted
a pre-AGM Question and Answer session offering
investors the opportunity to engage directly with
the Board. Results presentations are webcast live,
with a replay facility available on our website,
ensuring all investors have equal opportunity to
participate in our results presentations. Investors
can also sign up to receive regulatory alerts on
our website making sure they are notified of any
company updates.
In addition to engaging with investors, the
Group engages with other key audiences such
as analysts and ESG ratings agencies. We
typically hold regular analyst calls following
results, ensuring all covering analysts have the
same opportunity to discuss our results.
Activities during the year
Investor engagement in 2021 was of a hybrid
nature, predominantly compromising virtual
meetings. Throughout 2021 we met with over
500 investors, covering a balance of both
holders and non-holders. This includes all
active fund managers among our top 30
shareholders. Over the last two years there has
been an increase in engagement with fund
managers outside the UK, particularly in the
European Union, with the geographic
breakdown of the meetings reflecting the global
nature of our investor base.
We have continued to see increased
engagement around ESG, with investors
looking for increased disclosure and
transparency. Sustainability is a core part of
Commonly asked investor questions
Other – 3%
Europe (ex. UK) – 28%
North America – 29%
UK – 40%
Holder – 50%
Non-holder – 50%
D
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2021
engagement
by investor
location
2021
engagement
by investor
status
Croda’s strategy and the Group has a well
embedded sustainability programme. In March
2021 we hosted a virtual seminar to launch our
2020 sustainability report covering our
non-financial performance in 2020 against key
metrics and new interim milestones to ensure
we achieve our Commitment to be Climate,
Land and People positive by 2030. We saw
good engagement from a range of audiences,
with questions from institutional and private
investors, ESG specialists and sell-side
analysts. The seminar also led to further
engagement with several follow up meetings
and questions from investors.
Looking forward to 2022 we will continue to
proactively engage with investors with seminars
and site visits to provide a better understanding
of our business model and investment case.
1. What has the impact of raw material inflation been on Croda?
4. How will you utilise proceeds from the divestment of the majority
Inflation and price increases have been a key theme throughout the economy in
2021. Croda uses a diverse range of raw materials in production and we have
experienced significant cost increases in 2021 averaging approximately 17% in the
underlying business. We typically provide critical ingredients into formulations at
low concentrations, so the cost of our ingredients in our customers’ formulations in
comparison to other ingredients is relatively small. As a result, we have broadly
managed to pass on raw material cost increases to customers and have not seen
any negative impact on our operating margins due to inflation.
2. What is driving the recovery in Consumer Care?
The Consumer Care sector was created at the beginning of 2021 comprising
Croda’s leading global position in Personal Care and the high-growth Home
Care and Iberchem fragrances and flavours businesses. Personal Care sales
improved in early 2021, led by a resurgence in Beauty Actives. Sales and
demand remained strong throughout the year with a recovery in “going out”
sales offsetting a moderation in customer restocking. Consumer Care is a
sustainability driven sector and our innovation programme is driving growth
as consumers seek ‘green, clean and conscious’ beauty products.
3. How sustainable is revenue in lipid systems and how will this evolve?
We delivered approximately US$200m of sales of lipid systems in 2021, and
expect a similar level of sales in 2022. Lipid drug delivery has significant
potential for applications beyond COVID-19 in areas such as gene therapy
and oncology. We expect to see an ongoing expansion in the range of
applications for lipid systems in vaccines and therapeutic drugs.
of your PTIC operations?
We have a clear capital allocation policy which prioritises organic
investment and we see exciting opportunities to invest in new capacity,
product innovation and attractive geographic markets to support our
growth in Consumer Care and Life Science markets. This organic
investment will be complemented by inorganic investment, targeting
knowledge intensive businesses in exciting niches that can accelerate our
growth. In line with our capital allocation policy, we will continue to make
regular returns to shareholders and should we not identify suitable
opportunities to deploy capital with our leverage ratio remaining
consistently below our targeted range, we would look to return capital
to shareholders.
5. How will the divestment of the majority of your PTIC operations
impact the progress you are making implementing your
sustainability strategy?
We have set out a bold sustainability commitment to be Climate Positive
by 2030, and for 75% of our raw materials to be bio-based from 69%
today. The operations being divested have a higher bio-based footprint
than the Croda average, meaning that on divestment the Group average
will fall, but we will retain our 75% target. Conversely, as the divested
operations are more energy intensive, on divestment our scope 1 & 2
emissions intensity will fall, so we will re-baseline our carbon reduction
targets accordingly. As a result, the divestment and the approach we are
adopting to adjusting our targets, will enhance the positive impact of our
sustainability strategy overall.
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Annual Report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021 71
Corporate governance (continued)
Division of responsibilities
The Board
Chair
The Chair leads the Board and sets the tone from the top promoting a culture of openness
and debate and effective communication between the Executive and Non-Executive Directors.
She creates an environment at Board meetings in which all Directors are able to contribute to
discussions and feel comfortable in engaging in healthy debate and constructive challenge.
Senior
Independent Director
Independent
Non-Executive Directors
Non-Independent
Non-Executive Director
The Senior Independent Director
provides a sounding board for the Chair
and acts as an intermediary for the
Non-Executive Directors, where
necessary. She is available to shareholders
where communication through the
Chair or Executive Directors has
not been successful or where
it may not seem appropriate.
The role of independent Non-Executive Director
is central to an effective and accountable Board
structure as they provide strategic and
specialist guidance together with effective
governance. They constructively challenge the
Executive Directors and scrutinise the
performance of management in meeting agreed
goals and objectives and ensure all stakeholder
views are considered.
Having served Croda for 33 years, the
latter five of which were as a member
of the Board, Keith Layden is not
considered independent. However,
because of that experience, Keith
contributes strongly to the Board’s culture
and personality, and adds
unique and valuable insight and
constructive challenge.
Group Chief Executive
Group Finance Director
The Group Chief Executive has day-to-day responsibility for the
effective management of the Group’s business and for ensuring
that Board decisions are implemented. He plays a key role in
devising and reviewing Group strategies for discussion and
approval by the Board. The Group Chief Executive is tasked
with providing regular reports to the Board.
The role of Group Finance Director is to bring a commercial and
financial perspective to the boardroom. Working with the Group Chief
Executive, he is responsible for the leadership and management of
the Company according to the strategic direction set by the Board.
He leads the global finance function and oversees the relationship
with the investment community.
Group General Counsel and Company Secretary
The Group General Counsel and Company Secretary is secretary to the Board and
its Committees. He works closely with the Chair in formulation of meeting agendas and yearly agenda
programmes. He ensures that Board procedures are complied with and also advises on regulatory
compliance and corporate governance. This role is to support the Chair and the Non-Executive Directors.
Membership of the Board and its Committees, and attendance (eligibility) at meetings held during the year ended 31 December 2021
Meetings
Nomination
Committee
4 (4)
C
4 (4)
4 (4)
4 (4)
4 (4)
4 (4)
1 (1)
Audit
Committee
Remuneration
Committee
6 (6)
6 (6)
6 (6)
6 (6)
C
1 (1)
6 (6)
6 (6)
6 (6)
C
6 (6)
2 (2)
Anita Frew (Chair)
Roberto Cirillo
Jacqui Ferguson
Steve Foots
Helena Ganczakowski
Keith Layden
Jez Maiden
John Ramsay
Julie Kim
Board
7 (7)
C
7 (7)
7 (7)
7 (7)
7 (7)
7 (7)
7 (7)
7 (7)
3 (3)
C
Chair of the Committee
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Annual Report and Accounts 2021
Corporate governance (continued)
Division of responsibilities
The Board
Chair
The Chair leads the Board and sets the tone from the top promoting a culture of openness
and debate and effective communication between the Executive and Non-Executive Directors.
She creates an environment at Board meetings in which all Directors are able to contribute to
discussions and feel comfortable in engaging in healthy debate and constructive challenge.
Senior
Independent
Independent Director
Non-Executive Directors
Non-Independent
Non-Executive Director
The Senior Independent Director
The role of independent Non-Executive Director
Having served Croda for 33 years, the
provides a sounding board for the Chair
is central to an effective and accountable Board
latter five of which were as a member
and acts as an intermediary for the
Non-Executive Directors, where
structure as they provide strategic and
specialist guidance together with effective
necessary. She is available to shareholders
governance. They constructively challenge the
of the Board, Keith Layden is not
considered independent. However,
because of that experience, Keith
where communication through the
Executive Directors and scrutinise the
contributes strongly to the Board’s culture
Chair or Executive Directors has
performance of management in meeting agreed
and personality, and adds
not been successful or where
it may not seem appropriate.
goals and objectives and ensure all stakeholder
unique and valuable insight and
views are considered.
constructive challenge.
Group Chief Executive
Group Finance Director
The Group Chief Executive has day-to-day responsibility for the
The role of Group Finance Director is to bring a commercial and
effective management of the Group’s business and for ensuring
financial perspective to the boardroom. Working with the Group Chief
that Board decisions are implemented. He plays a key role in
Executive, he is responsible for the leadership and management of
devising and reviewing Group strategies for discussion and
the Company according to the strategic direction set by the Board.
approval by the Board. The Group Chief Executive is tasked
He leads the global finance function and oversees the relationship
with providing regular reports to the Board.
with the investment community.
Group General Counsel and Company Secretary
The Group General Counsel and Company Secretary is secretary to the Board and
its Committees. He works closely with the Chair in formulation of meeting agendas and yearly agenda
programmes. He ensures that Board procedures are complied with and also advises on regulatory
compliance and corporate governance. This role is to support the Chair and the Non-Executive Directors.
Membership of the Board and its Committees, and attendance (eligibility) at meetings held during the year ended 31 December 2021
Meetings
Nomination
Committee
4 (4)
C
4 (4)
4 (4)
4 (4)
4 (4)
4 (4)
1 (1)
Audit
Committee
Remuneration
Committee
6 (6)
6 (6)
6 (6)
6 (6)
C
1 (1)
6 (6)
6 (6)
6 (6)
C
6 (6)
2 (2)
Anita Frew (Chair)
Roberto Cirillo
Jacqui Ferguson
Steve Foots
Helena Ganczakowski
Keith Layden
Jez Maiden
John Ramsay
Julie Kim
Board
7 (7)
C
7 (7)
7 (7)
7 (7)
7 (7)
7 (7)
7 (7)
7 (7)
3 (3)
C
Chair of the Committee
72
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Annual Report and Accounts 2021
D
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Governance structure
The Board has three main Committees: the Nomination Committee, the Audit Committee, and the Remuneration Committee.
The terms of reference for each Board Committee can be found at www.croda.com.
The day-to-day operational management of the Business is delegated by the Board to the Group Chief Executive, who uses several Committees
to assist him in this task: the Group Executive Committee; the Group Finance Committee; the Risk Management Committee; the Group Safety,
Health, Environment and Quality (SHEQ) Steering Committee; the Group Ethics Committee; and the Sustainability Committee.
Further information on each of the Committees and the membership as at year end is shown below.
Principal Board Committees
Nomination Committee
Chaired by Anita Frew
Audit Committee
Remuneration Committee
Chaired by John Ramsay
Chaired by Helena Ganczakowski
Reviews the structure, size and composition
of the Board and its Committees, identifies
and nominates suitable candidates for
appointment to the Board and has
responsibility for Board and Executive
Committee succession planning. For more
information see pages 76 to 77.
Monitors the integrity of the Group’s financial
statements and announcements, the
effectiveness of internal controls and risk
management as well as managing the
external auditor relationship. For more
information see pages 79 to 83.
Recommends the Company’s remuneration
policy and framework and determines the
remuneration packages for members of senior
management. For more information see
pages 84 to 108.
Group Chief Executive
Group Executive
Committee
Group Finance
Committee
Risk Management
Committee
Group SHEQ
Steering Committee
Group Ethics
Committee
Chaired by
Steve Foots
Chaired by
Steve Foots
Chaired by
Jez Maiden
Chaired by
Mark Robinson
Chaired by
Tom Brophy
The Committee met
12 times in 2021
and is responsible
for: developing and
implementing
strategy, operational
plans, policies,
procedures and
budgets; monitoring
operational
and financial
performance;
assessing and
controlling risk;
and prioritising and
allocating resources
The Committee met
11 times in 2021 to
review monthly
operating results and
examine capital
expenditure projects.
The Finance Director,
President of Global
Operations,
President of Regional
Operations, Chief
Scientific Officer and
Group Financial
Controller also
attend.
The Committee
meets quarterly to
evaluate and
propose policies and
monitor processes to
control business,
operational and
compliance risks
faced by the Group,
and to assess
emerging risks.
Three Executive
Committee members
attend as well as the
Group Financial
Controller and VP
Risk and Assurance.
The Committee
meets quarterly in
support of our
culture of integrity,
honesty and
openness, and to
promote the
importance of ethics
and compliance
across the Group
and amongst our
supply chain
partners. It
comprises three
Executive Committee
members. The VP
Risk and Assurance
also attends.
The Committee
meets quarterly to
monitor progress
against the Group
safety, health,
environment and
quality objectives
and targets, review
safety performance
and audits, and
determine the
requirement for new
or revised SHEQ
policies, procedures
and objectives. The
Chief Executive and
four Executive
members attend.
The VP Risk and
Assurance also
attends.
Sustainability
Committee
Chaired by
Phil Ruxton
The Committee met
five times in 2021 to
further develop the
Group sustainability
strategy, to embed
sustainability
practices throughout
the organisation and
to monitor progress
towards achieving
our Commitment. It
comprises a diverse
group of leaders
representing all
aspects of our
business, including
four Executive
Committee
members. Each
Committee member
is the champion for
one or more of the
KPIs in our
Commitment.
Croda International Plc
Annual Report and Accounts 2021 73
Corporate governance (continued)
Composition, succession & evaluation
Board support
Each Director has access to the advice and
services of the Company Secretary. Where
necessary, the Directors may take independent
professional advice at the Company’s expense.
Papers are made available electronically one
week in advance of meetings, which ensures
that each Director has the time and resources
to fulfil their duties. A resource centre within the
web portal provides access to useful
information about the Group, including
corporate governance materials, finance and
strategy information, Group policies and
procedures, and information on topics such as
risk and insurance. In order to build and
increase the Non-Executive Directors’ familiarity
with, and understanding of, the Group’s
people, businesses and markets, senior
managers regularly make presentations at
Board meetings. Their understanding of the
Group’s operations is enhanced by regular
business presentations and site visits whenever
possible. At induction, and as requirements
change, training is provided on governance,
legal and regulatory matters. Online training is
provided on competition law and anti-bribery
and corruption. Specific training is provided
when requested by the Directors. To remain
up-to-date with wider issues the Directors are
encouraged to participate in events hosted by
external organisations to develop broader
perspectives.
Conflicts of interest
A well-established process is in place whereby
the Board regularly reviews and monitors
potential conflicts of interests. Under the
Company’s Articles of Association, the
non-conflicted Board members have authority
to authorise a conflict or potential conflict of
interest.
Directors holding significant commitments
outside of the Company are required to
disclose them prior to appointment and on an
ongoing basis when there are any changes.
Actual and potential conflicts of interest are
included on a register which is maintained by
the Company Secretary and reviewed annually.
During the appointment process for the two
new Non-Executive Directors, the candidate’s
other commitments were taken into account, in
addition to whether or not a conflict or potential
conflict would exist. In each case it was agreed
that no potential conflict existed.
Details of the professional commitments of the
Chair and the Non-Executive Directors are
included in their biographies on pages 62 to 63.
The Board is satisfied that these do not
interfere or conflict with the performance of
their duties for the Company.
Independence of Non-Executive
Directors
Croda complies with the Financial Reporting
Council’s Reporting Code in having
experienced Non-Executive Directors who
represent a source of advice, strong judgement
and challenge to the Executive Directors. At
present there are eight such Directors, including
the Chair and the Senior Independent Director,
each of whom has significant commercial
experience. Details of their experience is on
pages 62 to 63.
The independence of the Non-Executive
Directors is kept under review to ensure
continuing independence and objective
judgement. The Chair was independent upon
her appointment in 2015 and both the Chair as
head of the Board and the Chief Executive as
head of executive management have clearly
defined roles. Further information on their roles
is included on page 72. With the exception of
Keith Layden, the Board considers that all
Non-Executive Directors who served during the
year are independent in character and
judgement, with no relationships or
circumstances that are likely to affect, or could
appear to affect, their judgement. Keith Layden
is not considered independent, having served
as the Company’s Chief Technology Officer
prior to retirement from the Company
and appointment as a Non-Executive Director
in May 2017.
Board evaluation
Following the previous years’ external
evaluation, the 2021 Board evaluation was
conducted using questionnaires and reports
facilitated by Lindstock. The questionnaires
were developed by the Company Secretary and
were set in consideration of the strategy and in
line with best governance practice. These
questionnaires were issued to the Board
members, senior leaders and key advisors who
regularly attend the Board and Committee
meetings. Responses were on an anonymous
basis. Lindstock collated the responses and
prepared reports that summarised the findings
and outlined key areas for discussion. The
reports were then discussed at the Board and
Committee meetings.
Evaluation outcomes
The Board’s size, range of skiIIs, experience
and level of diversity were rated highly.
International diversity had been improved
through the recent Board appointments. The
value of further life sciences, consumer care
and sustainability experience would be
considered when the process for the
succession of the Chair and the Senior
Independent Director commenced.
The Board’s testing and development of the
strategy was rated highly overall as were the
monitoring KPls provided to the Board. The
understanding of the company’s performance
relative to competitors was identified as an area
for continued review.
The Board’s understanding of the views of major
investors and stakeholders was rated highly. The
Board’s monitoring of culture was also rated
highly, but it was concluded that there was
always scope for even greater focus on this area.
The relationships amongst individual Board
members and between the Board and
management were rated very effective, as was
the Board’s relationship with the Chief Executive.
The Board’s monitoring of the Company’s
health and safety performance was rated highly
as was its understanding of the likelihood and
impact of key risks. The Board’s risk appetite
was seen to be appropriate. The evaluation
emphasised the need to continue to review
past decisions to ensure learnings were
incorporated into future decision making.
The Board will agree areas for improvement
and monitoring. The progress in the key focus
areas for 2021 can be found on page 67.
The Senior Independent Director met with the
Chair to provide feedback on her performance
following discussions with the other Non-
Executive Directors and the Executive
management to gather their views. It was
agreed that the Chair was highly engaged and
dedicated to her role. She creates a culture of
trust, openness and debate, facilitating an
atmosphere of challenge whilst encouraging the
effective contribution of all Board members.
The Chair met and provided feedback to each
Non-Executive Director and the Executive
Directors. Following these discussions, the
Chair was satisfied that all the Directors
continued to be effective and demonstrate
commitment to the role, including having time
to attend all necessary meetings and to carry
out all their duties.
Board re-election
Following the individual performance
assessments, the Board is satisfied that each
Director continues to perform effectively, allocates
sufficient time for their duties and remains fully
committed to their role. Full biographies for the
Directors are on pages 62 and 63.
The terms and conditions of appointment of
Non-Executive Directors can be viewed at
www.croda.com. Contracts for Executive and
Non-Executive Directors can be inspected
during normal business hours at the
Company’s registered office by contacting the
Company Secretary and will also be available
for inspection at the AGM.
The Directors will be proposed for election and
re-election at the AGM on 20 May 2022 and
details are in the Notice of Meeting.
74
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Annual Report and Accounts 2021
Corporate governance (continued)
Composition, succession & evaluation
Board support
Independence of Non-Executive
Each Director has access to the advice and
services of the Company Secretary. Where
necessary, the Directors may take independent
professional advice at the Company’s expense.
Papers are made available electronically one
week in advance of meetings, which ensures
that each Director has the time and resources
to fulfil their duties. A resource centre within the
web portal provides access to useful
information about the Group, including
corporate governance materials, finance and
strategy information, Group policies and
procedures, and information on topics such as
risk and insurance. In order to build and
increase the Non-Executive Directors’ familiarity
with, and understanding of, the Group’s
people, businesses and markets, senior
managers regularly make presentations at
Board meetings. Their understanding of the
Group’s operations is enhanced by regular
business presentations and site visits whenever
possible. At induction, and as requirements
change, training is provided on governance,
legal and regulatory matters. Online training is
provided on competition law and anti-bribery
and corruption. Specific training is provided
when requested by the Directors. To remain
up-to-date with wider issues the Directors are
encouraged to participate in events hosted by
external organisations to develop broader
perspectives.
Conflicts of interest
A well-established process is in place whereby
the Board regularly reviews and monitors
potential conflicts of interests. Under the
Company’s Articles of Association, the
non-conflicted Board members have authority
to authorise a conflict or potential conflict of
interest.
Directors holding significant commitments
outside of the Company are required to
disclose them prior to appointment and on an
ongoing basis when there are any changes.
Actual and potential conflicts of interest are
included on a register which is maintained by
the Company Secretary and reviewed annually.
During the appointment process for the two
Directors
Croda complies with the Financial Reporting
Council’s Reporting Code in having
experienced Non-Executive Directors who
represent a source of advice, strong judgement
and challenge to the Executive Directors. At
present there are eight such Directors, including
the Chair and the Senior Independent Director,
each of whom has significant commercial
experience. Details of their experience is on
pages 62 to 63.
The independence of the Non-Executive
Directors is kept under review to ensure
continuing independence and objective
The Board’s testing and development of the
strategy was rated highly overall as were the
monitoring KPls provided to the Board. The
understanding of the company’s performance
relative to competitors was identified as an area
for continued review.
The Board’s understanding of the views of major
investors and stakeholders was rated highly. The
Board’s monitoring of culture was also rated
highly, but it was concluded that there was
always scope for even greater focus on this area.
The relationships amongst individual Board
members and between the Board and
management were rated very effective, as was
the Board’s relationship with the Chief Executive.
judgement. The Chair was independent upon
The Board’s monitoring of the Company’s
her appointment in 2015 and both the Chair as
health and safety performance was rated highly
head of the Board and the Chief Executive as
as was its understanding of the likelihood and
head of executive management have clearly
impact of key risks. The Board’s risk appetite
defined roles. Further information on their roles
was seen to be appropriate. The evaluation
is included on page 72. With the exception of
emphasised the need to continue to review
Keith Layden, the Board considers that all
past decisions to ensure learnings were
Non-Executive Directors who served during the
incorporated into future decision making.
year are independent in character and
judgement, with no relationships or
circumstances that are likely to affect, or could
appear to affect, their judgement. Keith Layden
is not considered independent, having served
as the Company’s Chief Technology Officer
prior to retirement from the Company
and appointment as a Non-Executive Director
in May 2017.
Board evaluation
Following the previous years’ external
evaluation, the 2021 Board evaluation was
conducted using questionnaires and reports
The Board will agree areas for improvement
and monitoring. The progress in the key focus
areas for 2021 can be found on page 67.
The Senior Independent Director met with the
Chair to provide feedback on her performance
following discussions with the other Non-
Executive Directors and the Executive
management to gather their views. It was
agreed that the Chair was highly engaged and
dedicated to her role. She creates a culture of
trust, openness and debate, facilitating an
atmosphere of challenge whilst encouraging the
effective contribution of all Board members.
facilitated by Lindstock. The questionnaires
The Chair met and provided feedback to each
were developed by the Company Secretary and
Non-Executive Director and the Executive
were set in consideration of the strategy and in
Directors. Following these discussions, the
line with best governance practice. These
Chair was satisfied that all the Directors
questionnaires were issued to the Board
continued to be effective and demonstrate
members, senior leaders and key advisors who
commitment to the role, including having time
regularly attend the Board and Committee
to attend all necessary meetings and to carry
meetings. Responses were on an anonymous
out all their duties.
basis. Lindstock collated the responses and
prepared reports that summarised the findings
and outlined key areas for discussion. The
reports were then discussed at the Board and
new Non-Executive Directors, the candidate’s
Committee meetings.
other commitments were taken into account, in
addition to whether or not a conflict or potential
conflict would exist. In each case it was agreed
that no potential conflict existed.
Evaluation outcomes
The Board’s size, range of skiIIs, experience
and level of diversity were rated highly.
International diversity had been improved
Details of the professional commitments of the
through the recent Board appointments. The
Chair and the Non-Executive Directors are
value of further life sciences, consumer care
included in their biographies on pages 62 to 63.
and sustainability experience would be
The Board is satisfied that these do not
interfere or conflict with the performance of
their duties for the Company.
considered when the process for the
succession of the Chair and the Senior
Independent Director commenced.
Board re-election
Following the individual performance
assessments, the Board is satisfied that each
Director continues to perform effectively, allocates
sufficient time for their duties and remains fully
committed to their role. Full biographies for the
Directors are on pages 62 and 63.
The terms and conditions of appointment of
Non-Executive Directors can be viewed at
www.croda.com. Contracts for Executive and
Non-Executive Directors can be inspected
during normal business hours at the
Company’s registered office by contacting the
Company Secretary and will also be available
for inspection at the AGM.
The Directors will be proposed for election and
re-election at the AGM on 20 May 2022 and
details are in the Notice of Meeting.
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Appointment of Non-Executive Directors
Background
At the start of the year the Nomination Committee considered the composition of the Board and concluded that additional Health Care
experience at Board level would be beneficial for the Company. In addition, the Committee recognised the benefit and value of having an even
greater diversity on the Board, which had been a theme identified through the 2020 external board evaluation. As a result, the Committee
concluded that a search for additional Non-Executive Directors should be undertaken and agreed to commence the recruitment process.
Nomination Committee process
1. Search firm selection
A sub-committee of the Nomination Committee, including the Chair, Chief Executive and Senior Non-Executive Director engaged
with five search firms and met with each firm over two days with the aim of choosing one to recommend to the Nomination
Committee. It was a requirement that the executive search firm must have signed up to the Voluntary Code of Conduct for Executive
Search Firms. A key element of the search was to identify a firm that had deep understanding of the Life Sciences sector, and in
particular Health Care. In addition, it was essential that the search firm could demonstrate they would be able to produce a longlist of
candidates that were gender balanced and weighted towards ethnically diverse candidates. MWM Consulting was appointed
following the tender process.
2. NED specification
The Committee was asked to consider and approve a specification for the new Non-Executive position.
The specification included key essential and desirable experience for the role. These included experience of desired markets,
fast-paced change, emerging markets and industries where health and safety had been paramount. The specification also included
personal qualities and specific attributes aligned to Croda’s culture, values and behaviours.
3. Stages of the selection process
Following selection of the search firm a candidate long list was identified by the end of March 2021. All the Committee received the
long list and were able to provide feedback. A short list was identified by a sub-committee including the Chair, Chief Executive and
Senior Non-Executive Director and interviews were conducted in April and May 2021.
a. First interview - The Chair and Chief Executive interviewed the short listed candidates separately and the Senior Non-Executive
Director supported by another NED also interviewed candidates together. Two candidates were progressed through to the
second interview stage.
b. Second interviews - All Committee members and the Company Secretary then met with the two final candidates. This stage
included discussions around their interest in the role, current time commitments and any potential conflicts of interest.
c. Appointment - The sub-committee of the Nomination Committee met and, having reviewed the feedback, and the skills sets of the
candidates against the candidate specification and skills matrix, concluded that an offer be extended to both candidates,
increasing the size of the Board from eight to 10 Directors. Julie Kim joined the Board on 1 September 2021 and Nawal Owzen on
the 1 February 2022. Their biographies can be found on page 63.
Stakeholder considerations.
Strategy – Appointing Board members
with Health Care business experience,
experience of fast-paced change and
emerging markets supports the delivery of
the Croda strategy and the long-term
success of the business. Further
information on the strategy can be found
on pages 20 and 21. The appointments will
also bring in-depth understanding of a
wide of stakeholders.
Values – The new Non-Executive Directors
appointed have the skills and behaviours
that will provide a constructive and
empathetic approach, the ability to
promote the culture and Croda’s
sustainability ethos alongside their
considerable professional experience.
Diversity – The new appointments
increase the diversity of the Board,
including gender, ethnicity, nationality and
tenure. Different views bring broader
debate and can lead to better decisions,
which reflect the concerns of all the
stakeholders and lead to greater
commercial success.
Non-Executive Directors’ Tenure
The Committee reviews the tenure and succession plans for the Non-Executive
Directors’ tenure annually. The focus in 2022 will be on the on the succession for
Helena Ganczakowski’s and her roles as Senior Independent Non-Executive Director
and Chair of the Remuneration Committee. This work will commence early in 2022.
Key
John Ramsay
Julie Kim
Keith Layden
Helena Ganczakowski
Anita Frew
Jacqui Ferguson
Roberto Cirillo
Nawal Ouzren
3 years
6 years
9 years
3 years
6 years
9 years
3 years
6 years
9 years
6 years
9 years
6 years
9 years
9 years
9 years
2023
2024
2025
2026
2027
2028
2029
2030
2031
74
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Croda International Plc
Annual Report and Accounts 2021 75
Corporate governance (continued)
Report of the Nomination Committee
for the year ended 31 December 2021
Nomination Committee Overview
Responsibilities
The Committee is responsible for nominating candidates for appointment to the Board for
approval by the Board, and for succession planning. It evaluates the balance of skills,
knowledge, experience and diversity on the Board.
Key responsibilities
• To regularly review the structure, size and
• To keep the organisation’s leadership
composition, including the skills,
knowledge, experience and diversity,
of the Board and make recommendations
for any changes to the Board
needs, both Executive and Non-Executive,
under review to ensure that the Company
continues to compete effectively in the
marketplace
• To review annually the time required from
a Non-Executive Director and the Chair
• To make recommendations on succession
planning for the Board
• To give full consideration to succession
planning for Directors and other senior
Executives, taking into account
the challenges and opportunities facing
the Company and, consequently, what
skills and expertise the Board will need
in the future
• Where a Board vacancy is identified, to
evaluate the balance of skills, knowledge,
experience and diversity on the Board,
and prepare a description of the role and
capabilities required for the respective
appointment
• To identify and nominate candidates to fill
Board vacancies, for the approval of the
Board, as and when openings arise
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Annual Report and Accounts 2021
The Committee’s terms of reference are
reviewed annually and they can be found
in the governance section at
www.croda.com
Details of attendance at the meetings during the
course of the year can be found on page 72.
When it is appropriate to do so members of the
Executive Committee attend the meetings on
request of the Chair of the Committee.
Key
Board – 60%
Succession – 20%
Governance – 20%
Having a diverse
and talented group
of people at all
levels of Croda is
essential for
delivering success.
Anita Frew
Chair
Key Focus Areas
• Board appointments – Reviewed the
updated NED skills/experience
assessment and led the recruitment
process for two new Non-Executive
Directors
• Succession planning – Assessed the
changes to the Executive Committee
and senior leadership teams
• Governance – Ensured compliance with
key governance issues
Time allocation
Corporate governance (continued)
Report of the Nomination Committee
for the year ended 31 December 2021
Having a diverse
and talented group
of people at all
levels of Croda is
essential for
delivering success.
Anita Frew
Chair
Nomination Committee Overview
Responsibilities
Key Focus Areas
The Committee is responsible for nominating candidates for appointment to the Board for
• Board appointments – Reviewed the
approval by the Board, and for succession planning. It evaluates the balance of skills,
updated NED skills/experience
knowledge, experience and diversity on the Board.
Key responsibilities
• To regularly review the structure, size and
• To keep the organisation’s leadership
composition, including the skills,
needs, both Executive and Non-Executive,
knowledge, experience and diversity,
under review to ensure that the Company
of the Board and make recommendations
continues to compete effectively in the
for any changes to the Board
marketplace
• To give full consideration to succession
• To review annually the time required from
planning for Directors and other senior
a Non-Executive Director and the Chair
Time allocation
• To make recommendations on succession
planning for the Board
assessment and led the recruitment
process for two new Non-Executive
Directors
• Succession planning – Assessed the
changes to the Executive Committee
and senior leadership teams
• Governance – Ensured compliance with
key governance issues
Executives, taking into account
the challenges and opportunities facing
the Company and, consequently, what
skills and expertise the Board will need
in the future
• Where a Board vacancy is identified, to
evaluate the balance of skills, knowledge,
experience and diversity on the Board,
and prepare a description of the role and
capabilities required for the respective
appointment
• To identify and nominate candidates to fill
Board vacancies, for the approval of the
Board, as and when openings arise
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Annual Report and Accounts 2021
The Committee’s terms of reference are
reviewed annually and they can be found
in the governance section at
www.croda.com
Details of attendance at the meetings during the
course of the year can be found on page 72.
When it is appropriate to do so members of the
Executive Committee attend the meetings on
Key
Board – 60%
request of the Chair of the Committee.
Succession – 20%
Governance – 20%
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Dear fellow shareholder,
I am pleased to present the Nomination Committee
report for the year ended December 2021.
Main activities and priorities
in 2021
Board changes
Each year the Nomination Committee considers
the composition of the Board and in terms of
the balance of skills, experience, length of
service and wider diversity considerations. The
Guidance on Board effectiveness comments
that boards are more likely to make good
decisions and maximise opportunities for
long-term success if their members collectively
have the right balance of skills, experience,
knowledge and independence.
As a result of this review early in 2021,and
following a comprehensive recruitment process,
two new appointments have been made to the
Board and details of the activities undertaken
by the Committee in relation to these
appointments are outlined on page 75.
On 1 September 2021, Julie Kim was appointed
as a Non-Executive Director, bringing 25 years’
experience of health care markets across Europe,
Asia and Latin America. Julie is currently President
of Plasma-Derived Therapies at Takeda
Pharmaceutical, a global, R&D driven
biopharmaceuticals company. Then on
1 February 2022, we also welcomed Nawal
Ouzren, currently CEO of biopharmaceutical
company Sensorion, to the Board, adding further
health care expertise through her first-hand
experience of biologics and novel gene therapies.
Both appointments add relevant experience as
we look to access higher growth markets in
Health Care, and in regions beyond Europe and
North America. They also bring even greater
diversity to the Board in terms of gender,
ethnicity and nationality. I am pleased
to have fulfilled our commitment to meeting the
requirements of the Parker Review on ethnic
diversity and achieving full gender balance on
the Board in line with the Hampton-Alexander
Review. Our Board diversity policy seeks to
maintain this position going forward.
Helena Ganczakowski’s and my own
appointment were considered by the
Committee and both terms were extended by
another year in line with the Nomination
Committee policy that once a Non-Executive
Director has served six years, any extension to
their term would be on a year-by-year basis.
Roberto Cirillo and Jacqui Ferguson having
completed their first three year terms, were also
reappointed for a further three years.
Diversity and inclusion
Having a diverse and talented group of people
at all levels of Croda is essential for delivering
success. The Board supports the
recommendations of the Hampton-Alexander
and Parker Reviews in relation to gender and
ethnic diversity. I am pleased that we have now
achieved a position of 50% of women on the
Board (including female Directors as Chair and
Senior Independent Director) and our new
appointments to the Board fulfil the
requirements of the Parker Review.
The gender balance on Executive Committee
and senior management teams (direct reports
to the Executive Committee) by 31 December
2021 stood at 36 % female. We continued to
increase the diversity of our leaders below
Board and Executive Committee level. 27%
of our Top 56 employees are female, with the
Top 56 made up of employees across eleven
nationalities. There continues to be work to
do to create further diversity and the gender
balance in the underlying management teams
and this will take a number of years.
Further information on our current people
initiatives and diversity and inclusion and our
ambitions in these areas can be found on
pages 36 and 37 of this report. The Committee
and the Board receives reports from the Group
HR Director on these initiatives throughout the
year. Members of the senior management team
and potential future leaders are given the
opportunity to present to the Board whenever
the opportunity arises.
A copy of our Board Diversity Policy, which is
regularly reviewed by the Board, is available in the
corporate governance section at www.croda.com.
For more information on our Board see the
Directors Biographies on pages 62 and 63.
Succession planning
The Committee, supported by HR, reviewed
the development plans for the Board and each
Executive Committee member. They also
reviewed the talent and succession planning
within the Group. Succession plans for sector,
region and function, and the plan to improve
female talent in senior positions are all well
established.
Following the changes made in 2020 to the
Executive Committee structure, a further review
was undertaken in advance of the departure of
Maarten Heybroek, President Consumer Care
and the retirement of Stuart Arnott, President of
Sustainability to ensure we could continue to
deliver our ambitious strategy.
Following an external search conducted by Egon
Zehnder, Daniele Piergentilli was appointed to
the role of President of Life Sciences. Daniele’s
appointment strengthens Croda’s ability to take
advantage of the opportunities in Life Sciences
which is in line with our strategy. Daniele has a
strong background in Health Care at BASF,
where he worked for 23 years in a number of
sales, marketing and R&D roles.
David Shannon, who was Senior VP North
America was appointed to the role of President
Consumer Care. David has been with Croda for
24 years working in both regional and sector roles
in Personal Care, Health Care and Crop Care. He
has deep customer knowledge and a network of
close relationships across Croda. David was
appointed following an open internal process.
The opportunity was also taken to strengthen the
Sustainability team to further support our strong
strategic commitment to sustainability. Phil
Ruxton (Vice President Sustainability) was
appointed as Chief Sustainability Officer reporting
into Nick Challoner, Chief Scientific Officer.
All these changes were proactively planned and
managed and contributions from all these
individuals can be found throughout this report.
Director induction
The Company provides new Directors with a
comprehensive and tailored induction process.
One of the first sessions attended is a health and
safety briefing, and the induction schedule
includes meetings with members of the Board
and Executive Committee, meetings with key
senior managers and the Group’s audit partner
and other key advisers. Induction programmes
are developed by the Group’s Company
Secretarial department and discussions start
well in advance of the appointment date to tailor
the experience to the existing knowledge and
experience. New Directors are provided with
external training that addresses their role and
duties as a Director of a quoted public company.
All new Directors are given access to our
electronic Board papers which provide easy and
immediate access to key documents including
the previous twelve month’s Board and
Committee papers, recent reports from the
external Auditor; the Group’s risk register and
Schedule of Principal Risks; the latest budget
and strategic plan; recent sell-side analyst
reports and feedback from our stakeholder
engagement programmes; information on our
sustainability initiatives and matters reserved for
the Board and the Committee terms of reference
and other key policies. This information is
supplemented by country and site tours and we
expect these to recommence in 2022.
Other activities of the Committee
The Committee reviewed the time commitment
of the Non-Executive Directors. This is assessed
before appointment and on an annual basis.
During the year, I became a Non-Executive
Director and Chair of Rolls-Royce Holdings Plc.
Since the year end John Ramsay had been
appointed as a Non-Executive Director of
Babcock International Group Plc. The
Committee considered each appointment and
concluded that these appointments would not
impact on our commitment and availability to
Croda. It was satisfied that all the Non-Executive
Directors remain able to commit the required
time for the proper performance of their duties.
The Committee considered and concluded
that, except for Keith Layden, all Non-Executive
Directors continue to fulfil the criteria of
independence. As Keith was formerly an
Executive Director of the Company, he is
not currently considered to be independent.
The annual Committee evaluation was
conducted using questionnaires considering
the Committee’s operations, oversight and
progress during the year. The evaluation
confirmed that the Committee continued to be
well led and excellent progress had been made
with the Board appointments during the year.
Positive progress had been made developing
talent and increasing gender balance. Going
forward the oversight on diversity and inclusion
needed to be maintained and monitored.
Anita Frew
Chair of the Nomination Committee
Croda International Plc
Annual Report and Accounts 2021 77
Corporate governance (continued)
Audit, risk and internal control
Fair, balanced and understandable
To assist the Board in determining whether
the Annual Report was fair, balanced and
understandable, the annual report team
prepared a Board paper that, amongst other
things, reviewed the process of preparation of
the report, the controls in place to ensure
consistency and reliability of the underlying
information, identified the material positive and
negative matters referred to in the report to
ensure balanced content and provided details
of the level of senior level oversight of the
content of the report.
The Annual Report and Accounts process is
designed to give the Board enough time to
assess whether it is fair, balanced and
understandable, as required by the Code. The
key themes and messages to be included in the
Annual Report and Accounts are considered by
the Board early in the process.
The Board considered whether the Annual
Report and Accounts contained the necessary
information for shareholders to assess the
Company’s position and performance,
business model and strategy. The Directors
received a full draft of the Annual Report and
provided feedback. This review ensures that
each Director has an opportunity to highlight
any areas requiring further clarity as well as
suggesting issues and areas that were not
adequately covered or on which the report may
have placed too much emphasis.
The key messages in the narrative in the
Strategic Report and Governance sections of
the Annual Report and Accounts were reviewed
to ensure they were consistent with the financial
reporting contained in the financial statements.
The Board believed that clear explanations had
been provided for the KPIs.
The Board reviewed whether the Annual Report
and Accounts disclosed the successes and the
challenges that had been faced in the period
and that the narrative and analysis effectively
balanced the information needs and interests
of each of our key stakeholder groups. In
particular the Board considered if the
explanation of the impact of COVID-19 and the
additional sustainability disclosures included
this year had any impact on the balance and
clarity of the Annual Report and Accounts.
The framework and layout were considered to
be clear and coherent, with a consistent tone
throughout and clearly signposted linkage
between all sections, in a manner that reflected
a comprehensive narrative and highlighted the
key messages appropriately throughout.
Following this assessment, the Board was of the
opinion that the 2021 Annual Report and
Accounts are representative of the year and
present a fair, balanced and understandable
overview, providing the necessary information for
shareholders to assess the Group’s position,
performance, business model and strategy.
78
Croda International Plc
Annual Report and Accounts 2021
A full statement of Directors’ responsibilities
can be found on page 111.
Risk management and internal control
The Board acknowledges its responsibility for
ensuing the maintenance of a sound system of
internal controls and risk management, in
accordance with the guidance set out in the
Financial Reporting Council’s Guidance on Risk
Management, Internal Control and Related
Financial Business reporting 2014, and in the
Corporate Governance Code itself.
Executive management have established an
organisational structure with clear operating
procedures, lines of responsibility and delegated
authority which was reviewed by the Board
(page 73). In particular, there are clear
procedures and defined authorities for
the following:
Financial reporting and financial statements
review
Policies and procedures governing the financial
reporting process and preparation of the
financial statements are owned by the Group
Finance Director and clearly and transparently
communicated through the Group Policies
system. In order to assess the financial
statements, the Audit Committee regularly
reviews reports from members of the finance
team and external audit who are invited to
attend the Committee’s meetings. When
conducting its review the Committee considers
material accounting assumptions and estimates
made by management, any significant
judgements or key audit matters identified by
the external auditor (pages 113 to 114 Auditor
report), compliance with relevant accounting
standards and other regulatory reporting
requirements, including the UK Corporate
Governance code, and the accounting policies
and procedures applied (see page 80 Audit
Committee report).
Internal audit function
The internal audit function is a key element of the
Group’s corporate governance framework. Its role
is to provide independent and objective
assurance, advice and insight on governance, risk
management and internal controls to the Board
and Audit Committee and the Group. It supports
the Group’s strategy and objectives by evaluating
and assessing the effectiveness of risk
management systems, business policies and
procedures, system and key internal controls. In
reporting on their reviews, internal audit makes
recommendations to address issues and improve
processes. Once recommendations are agreed
with management, the internal audit function
monitors their implementation and reports to the
Audit Committee on progress at every meeting.
See page 81 Audit Committee report.
Capital investment
The Finance Committee (a subcommittee of the
Executive Committee) operate a clearly defined
capital expenditure process including detailed
business plan appraisal, risk analysis and
authorisation. The Global Capital Project Director
has developed a framework for managing major
capital expenditure, and post-investment review
processes are completed by internal audit (at the
Audit Committee’s request).
Business risk management
As described on page 50 the Executive
Committee has established an ongoing process
for identifying, evaluating and managing
emerging and principal risks. The Board receives
updates on principal risks and risk appetite on
an annual basis (page 66) and the Audit
Committee receives reports from internal audit
on the effectiveness of mitigating controls in
place over selected principal risks at each
meeting. The Risk Management steering group,
a subcommittee of the Executive Committee
(page 73), meets on a quarterly basis to monitor
and review both current and emerging risks.
Internal Controls
There is a documented framework of required
internal controls for business processes, IT,
safety and quality, which form part of our
‘business as usual’ activities and which are
documented in controls manuals. Policies
governing the internal controls are documented
in the Group Policies system, which is available
online to all employees, and each group policy
is owned by a member of the Executive
Committee. Confirmation that the controls are
being adhered to is the responsibility of
managers, who together with their teams
complete an annual self-assessment process
against all controls which provides a snapshot
of the control environment at the start of the
year. Compliance with controls is tested by the
internal audit team as part of their annual plan
of work approved by the Audit Committee each
year (page 81), as well as being tested by other
internal assurance providers.
The Board discharged its responsibility for
monitoring the operational effectiveness of
the internal control and risk management
systems throughout the year using a process
which involved:
• Delegation of review of systems of risk
management and internal control to the Audit
Committee, whose activities are described in
detail on pages 80 to 81
• Receipt of written confirmations from senior
management
• Board review of the report on significant
control weaknesses (page 66)
• Annual review of risk appetite statements
and principal risks (page 51)
These processes have been in place for the full
financial year up to the date on which the
financial statements were approved by the
Board. The systems are designed to mitigate,
rather than eliminate, the risk of failure to
achieve business objectives and provide
reasonable, but not absolute, assurance
against material misstatement or loss.
Corporate governance (continued)
Audit, risk and internal control
Report of the Audit Committee
for the year ended 31 December 2021
Fair, balanced and understandable
A full statement of Directors’ responsibilities
business plan appraisal, risk analysis and
To assist the Board in determining whether
the Annual Report was fair, balanced and
understandable, the annual report team
prepared a Board paper that, amongst other
things, reviewed the process of preparation of
the report, the controls in place to ensure
consistency and reliability of the underlying
information, identified the material positive and
negative matters referred to in the report to
ensure balanced content and provided details
of the level of senior level oversight of the
content of the report.
The Annual Report and Accounts process is
designed to give the Board enough time to
assess whether it is fair, balanced and
understandable, as required by the Code. The
key themes and messages to be included in the
Annual Report and Accounts are considered by
the Board early in the process.
The Board considered whether the Annual
Report and Accounts contained the necessary
information for shareholders to assess the
Company’s position and performance,
business model and strategy. The Directors
received a full draft of the Annual Report and
provided feedback. This review ensures that
each Director has an opportunity to highlight
any areas requiring further clarity as well as
suggesting issues and areas that were not
adequately covered or on which the report may
have placed too much emphasis.
The key messages in the narrative in the
Strategic Report and Governance sections of
the Annual Report and Accounts were reviewed
to ensure they were consistent with the financial
reporting contained in the financial statements.
The Board believed that clear explanations had
been provided for the KPIs.
The Board reviewed whether the Annual Report
and Accounts disclosed the successes and the
challenges that had been faced in the period
and that the narrative and analysis effectively
balanced the information needs and interests
of each of our key stakeholder groups. In
particular the Board considered if the
explanation of the impact of COVID-19 and the
additional sustainability disclosures included
this year had any impact on the balance and
clarity of the Annual Report and Accounts.
can be found on page 111.
Risk management and internal control
The Board acknowledges its responsibility for
ensuing the maintenance of a sound system of
internal controls and risk management, in
accordance with the guidance set out in the
authorisation. The Global Capital Project Director
has developed a framework for managing major
capital expenditure, and post-investment review
processes are completed by internal audit (at the
Audit Committee’s request).
Business risk management
Financial Reporting Council’s Guidance on Risk
As described on page 50 the Executive
Management, Internal Control and Related
Committee has established an ongoing process
Financial Business reporting 2014, and in the
for identifying, evaluating and managing
Corporate Governance Code itself.
Executive management have established an
organisational structure with clear operating
procedures, lines of responsibility and delegated
authority which was reviewed by the Board
(page 73). In particular, there are clear
procedures and defined authorities for
the following:
review
Financial reporting and financial statements
Policies and procedures governing the financial
reporting process and preparation of the
financial statements are owned by the Group
Finance Director and clearly and transparently
communicated through the Group Policies
system. In order to assess the financial
statements, the Audit Committee regularly
reviews reports from members of the finance
team and external audit who are invited to
attend the Committee’s meetings. When
conducting its review the Committee considers
material accounting assumptions and estimates
made by management, any significant
judgements or key audit matters identified by
the external auditor (pages 113 to 114 Auditor
report), compliance with relevant accounting
standards and other regulatory reporting
requirements, including the UK Corporate
Governance code, and the accounting policies
and procedures applied (see page 80 Audit
Committee report).
Internal audit function
The internal audit function is a key element of the
Group’s corporate governance framework. Its role
is to provide independent and objective
assurance, advice and insight on governance, risk
management and internal controls to the Board
and Audit Committee and the Group. It supports
the Group’s strategy and objectives by evaluating
and assessing the effectiveness of risk
emerging and principal risks. The Board receives
updates on principal risks and risk appetite on
an annual basis (page 66) and the Audit
Committee receives reports from internal audit
on the effectiveness of mitigating controls in
place over selected principal risks at each
meeting. The Risk Management steering group,
a subcommittee of the Executive Committee
(page 73), meets on a quarterly basis to monitor
and review both current and emerging risks.
Internal Controls
There is a documented framework of required
internal controls for business processes, IT,
safety and quality, which form part of our
‘business as usual’ activities and which are
documented in controls manuals. Policies
governing the internal controls are documented
in the Group Policies system, which is available
online to all employees, and each group policy
is owned by a member of the Executive
Committee. Confirmation that the controls are
being adhered to is the responsibility of
managers, who together with their teams
complete an annual self-assessment process
against all controls which provides a snapshot
of the control environment at the start of the
year. Compliance with controls is tested by the
internal audit team as part of their annual plan
of work approved by the Audit Committee each
year (page 81), as well as being tested by other
internal assurance providers.
The Board discharged its responsibility for
monitoring the operational effectiveness of
the internal control and risk management
systems throughout the year using a process
which involved:
• Delegation of review of systems of risk
management and internal control to the Audit
Committee, whose activities are described in
detail on pages 80 to 81
The framework and layout were considered to
management systems, business policies and
• Receipt of written confirmations from senior
be clear and coherent, with a consistent tone
procedures, system and key internal controls. In
management
throughout and clearly signposted linkage
reporting on their reviews, internal audit makes
between all sections, in a manner that reflected
recommendations to address issues and improve
a comprehensive narrative and highlighted the
processes. Once recommendations are agreed
key messages appropriately throughout.
with management, the internal audit function
Following this assessment, the Board was of the
opinion that the 2021 Annual Report and
Accounts are representative of the year and
monitors their implementation and reports to the
Audit Committee on progress at every meeting.
See page 81 Audit Committee report.
present a fair, balanced and understandable
Capital investment
overview, providing the necessary information for
shareholders to assess the Group’s position,
performance, business model and strategy.
The Finance Committee (a subcommittee of the
Executive Committee) operate a clearly defined
capital expenditure process including detailed
• Board review of the report on significant
control weaknesses (page 66)
• Annual review of risk appetite statements
and principal risks (page 51)
These processes have been in place for the full
financial year up to the date on which the
financial statements were approved by the
Board. The systems are designed to mitigate,
rather than eliminate, the risk of failure to
achieve business objectives and provide
reasonable, but not absolute, assurance
against material misstatement or loss.
78
Croda International Plc
Annual Report and Accounts 2021
D
i
r
e
c
t
o
r
s
’
r
e
p
o
r
t
The ongoing
pandemic has meant
that the financial
reporting and audit
process had to
continue to adapt,
reflecting the lessons
learnt from the 2020
audit process.
Audit Committee Overview
Responsibilities
The Committee assists the Board in ensuring that the Group’s financial systems provide
accurate and up-to-date information on its financial position.
Key responsibilities
Time allocation
• To monitor the integrity of the financial
statements and results announcements of
the Group and to review significant
financial reporting issues and judgements.
• To recommend external auditor
appointment and removal, assess audit
quality, negotiate and approve the audit
fee, assess independence, monitor
non-audit services and be responsible for
audit tendering.
• To review the adequacy and effectiveness
of the Group’s internal controls and risk
management systems, and the adequacy,
effectiveness and output of the internal
audit function.
• To review the adequacy of the Group’s
whistleblowing arrangements and
procedures for detecting fraud.
Key
Financial reporting – 25%
Governance – 15%
External audit – 25%
Internal audit and risk management – 25%
Specific focus areas for 2021 – 10%
Detailed responsibilities are set out in the
Committee’s Terms of Reference which are
reviewed regularly. They can be found in the
governance section at
www.croda.com
Details of attendance at the meetings
during the year
P72
Details of the key focus areas for 2022
P81
John Ramsay
Chair of the Audit Committee
Key focus areas in 2021
• Maintained our focus on cyber security
improvement: Reviewed the workplan of
the recently appointed Information
Security Manager and assessed the
adequacy of proposed control
improvements.
• Monitored Avanti and Iberchem
integration programmes. Reviewed the
integration of Avanti and Iberchem and
the adequacy of internal controls in
relation to Croda standards.
• Reviewed the improved controls and
assurance standards in relation to the
project management of major capital
projects.
• Assessed the impact of regulatory
change on Croda’s risk and control
framework. Reviewed the Government
consultation white paper on Audit
Reform and submitted comments on
proposals as well as initial consideration
of the Group’s preparedness for the
major proposals.
• Oversaw the onboarding and
effectiveness of the new external
audit partner.
Croda International Plc
Annual Report and Accounts 2021 79
Corporate governance (continued)
Report of the Audit Committee (continued)
for the year ended 31 December 2021
Report of the Audit Committee for
the year ended 31 December 2021
I am pleased to present the Audit Committee
report for the year ended 31 December 2021.
This report provides shareholders with an
overview of the work undertaken by the
Committee and the key areas considered when
discharging its responsibilities and providing
assurance on the integrity of the annual report
and financial statements for the year ended
31 December 2021.
The ongoing pandemic has meant that the
financial reporting and audit process had to
continue to adapt, reflecting the lessons learnt
from the 2020 audit process. The majority of
the external audit has again been delivered
remotely, while more of the internal audit
programme was delivered in-person. I received
regular updates from the Group Finance
Director, the wider global finance team, the
Lead Audit Partner and the VP Risk and
Assurance. The dedication and commitment
from the Croda executive management team,
the audit teams and Croda employees has
been exceptional and robust audit processes
were delivered once again.
Committee membership and attendance
The composition of the Committee at the end
of the year comprised of five independent
Non-Executive Directors. Julie Kim joined the
Board and Committee on 1 September 2021
and post year end Nawal Ouzren was
appointed to the Board and Committee on
1 February 2022. The experience of each
Board member is outlined on pages 62 and 63.
The Board considers all members of the Audit
Committee have the appropriate and relevant
level of experience in financial matters as well
as a diverse and broad range of competence
relevant to the sector focus and the future
strategic direction of the Group.
These skills and my own experience of over
30 years in international finance and extensive
experience as an audit committee chair
provides the Board with assurance that the
Committee has the appropriate skills and
breadth and depth of experience to ensure
that it can be fully effective. It also meets the
Code requirements that at least one member
has significant, recent and relevant financial
experience.
The Chair of the Board, Keith Layden (a
Non-Executive Director), the Group Chief
Executive, the Group Finance Director, the
Group Financial Controller, the VP Risk and
Assurance (who leads the internal audit
function) and representatives from the external
and internal auditors attend the meetings
by invitation.
The Committee met on six occasions during
the year and has met twice since the financial
year end. The meetings were held in advance
of the Board and I then provided a report of the
key matters that were discussed and any
emerging areas that may require additional
focus. A programme of business is agreed at
the start of the year and it is reviewed and
updated to ensure any additional focus areas
identified are considered.
To ensure the work of the Committee remains
focused on the key and emerging issues, I
regularly meet and speak separately with the
Group Finance Director, Group Financial
Controller, the VP Risk and Assurance and the
internal and external auditors. Meetings without
the Executive present are also held with the
internal and external auditors to facilitate open
dialogue and assurance. Before each Audit
Committee meeting, I also meet with the
external auditors, the Group Finance Director,
the Group Financial Controller and the VP Risk
and Assurance to discuss control and
compliance issues generally and specifically
the detail of the year end and half year results,
accounting judgements and disclosures. This
helps me to ensure there is a shared
understanding of the key issues, technical
matters and judgements and to make sure
sufficient time is devoted to them at the
meetings.
Committee evaluation
The Committee performance was assessed
as part of the internal annual Board evaluation
process (see page 74 for further detail on the
process). The output of the evaluation was
considered by the Committee in January 2022.
The effectiveness with which the Audit
Committee uses its time was rated very highly
with all agenda items being covered with
appropriate time allowed for more in-depth
discussion when required. The Chair was
seen to demonstrate effective leadership and
rated highly in ensuring all opinions are heard
and considered.
Relationships between the Committee and
Croda management were considered very
effective with the Audit Committee providing
both support and challenge. Following the
rotation of KPMG’s lead audit partner at the
start of 2021 due to an organisation change in
KPMG, the Committee was satisfied that the
leadership of the global audit continued to be
effective. Proactive engagement by the lead
audit partner during Committee meetings was,
however, encouraged to ensure appropriate
input and challenge was given during the
Committee’s deliberations and discussions,
particularly in areas of financial reporting issues
and judgements.
Agenda coverage through the year was seen as
full and appropriate. Committee members were
well prepared for meetings, engendering
informed discussions and constructive debate.
Overall, the evaluation concluded that the
Committee was operating effectively.
Four focus areas for 2022 were identified and
these are summarised on page 81.
Committee activity in 2021
The Committee’s main business as usual
activities, as well as the focus areas, and an
estimate of the proportion of time spent on
them, are detailed below.
Financial reporting (25%)
The Committee:
• Monitored the Group’s financial statements
and results announcements, including the
Annual Report and the interim statement,
and with support from the external auditors,
reviewed those items in the Group’s financial
statements that had the potential to
significantly impact reporting. The Committee
challenged management on the statements
and was satisfied with the explanations
provided. Consideration was given to the
appropriateness of accounting policies,
critical accounting judgements and key
sources of estimation of uncertainty.
Recommendations were made to the Board,
supporting the half and full-year accounts
and financial statements.
• Reviewed the Group’s external reporting
framework and use of Alternate Performance
Measures (APMs) to assess ongoing
appropriateness. The Committee was
satisfied that the APM’s reviewed were
consistent with market practice of both the
peer group and the wider FTSE 100
companies, and that disclosure and
reconciliation to statutory measures was
appropriate.
• In conjunction with the Board, reviewed the
financial modelling and stress testing
conducted for the going concern
assessment. A recommendation was made
to the Board to support the going concern
statement. Further information can be found
on page 125.
• Reviewed the viability assessment process
undertaken in support of the long-term
viability statement, based on plausible
scenarios arising from key risks and their
impact on headroom and debt covenants.
The Committee challenged the assumptions
and scenarios noting the effect they would
have during the viability period. Further
information can be found on pages 56 to 57.
• Undertook regular reviews of the Group’s
litigation. The Committee receives reports
twice a year from the Group General Counsel
80
Croda International Plc
Annual Report and Accounts 2021
Corporate governance (continued)
Report of the Audit Committee (continued)
for the year ended 31 December 2021
Report of the Audit Committee for
the year ended 31 December 2021
I am pleased to present the Audit Committee
report for the year ended 31 December 2021.
This report provides shareholders with an
overview of the work undertaken by the
Committee and the key areas considered when
discharging its responsibilities and providing
assurance on the integrity of the annual report
and financial statements for the year ended
31 December 2021.
The ongoing pandemic has meant that the
financial reporting and audit process had to
continue to adapt, reflecting the lessons learnt
from the 2020 audit process. The majority of
the external audit has again been delivered
remotely, while more of the internal audit
programme was delivered in-person. I received
regular updates from the Group Finance
Director, the wider global finance team, the
Lead Audit Partner and the VP Risk and
Assurance. The dedication and commitment
from the Croda executive management team,
the audit teams and Croda employees has
been exceptional and robust audit processes
were delivered once again.
Committee membership and attendance
The Committee met on six occasions during
Agenda coverage through the year was seen as
the year and has met twice since the financial
full and appropriate. Committee members were
year end. The meetings were held in advance
well prepared for meetings, engendering
of the Board and I then provided a report of the
informed discussions and constructive debate.
key matters that were discussed and any
Overall, the evaluation concluded that the
emerging areas that may require additional
Committee was operating effectively.
focus. A programme of business is agreed at
the start of the year and it is reviewed and
updated to ensure any additional focus areas
identified are considered.
To ensure the work of the Committee remains
focused on the key and emerging issues, I
regularly meet and speak separately with the
Group Finance Director, Group Financial
Controller, the VP Risk and Assurance and the
internal and external auditors. Meetings without
Four focus areas for 2022 were identified and
these are summarised on page 81.
Committee activity in 2021
The Committee’s main business as usual
activities, as well as the focus areas, and an
estimate of the proportion of time spent on
them, are detailed below.
Financial reporting (25%)
The Committee:
the Executive present are also held with the
• Monitored the Group’s financial statements
internal and external auditors to facilitate open
and results announcements, including the
dialogue and assurance. Before each Audit
Annual Report and the interim statement,
Committee meeting, I also meet with the
and with support from the external auditors,
external auditors, the Group Finance Director,
reviewed those items in the Group’s financial
the Group Financial Controller and the VP Risk
statements that had the potential to
and Assurance to discuss control and
significantly impact reporting. The Committee
compliance issues generally and specifically
challenged management on the statements
the detail of the year end and half year results,
and was satisfied with the explanations
accounting judgements and disclosures. This
provided. Consideration was given to the
helps me to ensure there is a shared
understanding of the key issues, technical
appropriateness of accounting policies,
critical accounting judgements and key
sources of estimation of uncertainty.
The composition of the Committee at the end
matters and judgements and to make sure
of the year comprised of five independent
sufficient time is devoted to them at the
Recommendations were made to the Board,
Non-Executive Directors. Julie Kim joined the
meetings.
Board and Committee on 1 September 2021
and post year end Nawal Ouzren was
appointed to the Board and Committee on
1 February 2022. The experience of each
Board member is outlined on pages 62 and 63.
The Board considers all members of the Audit
Committee have the appropriate and relevant
level of experience in financial matters as well
as a diverse and broad range of competence
relevant to the sector focus and the future
strategic direction of the Group.
These skills and my own experience of over
30 years in international finance and extensive
experience as an audit committee chair
provides the Board with assurance that the
Committee has the appropriate skills and
breadth and depth of experience to ensure
that it can be fully effective. It also meets the
Code requirements that at least one member
has significant, recent and relevant financial
experience.
The Chair of the Board, Keith Layden (a
Non-Executive Director), the Group Chief
Executive, the Group Finance Director, the
Group Financial Controller, the VP Risk and
Assurance (who leads the internal audit
function) and representatives from the external
and internal auditors attend the meetings
by invitation.
Committee evaluation
The Committee performance was assessed
as part of the internal annual Board evaluation
process (see page 74 for further detail on the
process). The output of the evaluation was
considered by the Committee in January 2022.
The effectiveness with which the Audit
Committee uses its time was rated very highly
with all agenda items being covered with
appropriate time allowed for more in-depth
discussion when required. The Chair was
seen to demonstrate effective leadership and
rated highly in ensuring all opinions are heard
and considered.
Relationships between the Committee and
Croda management were considered very
effective with the Audit Committee providing
both support and challenge. Following the
rotation of KPMG’s lead audit partner at the
start of 2021 due to an organisation change in
KPMG, the Committee was satisfied that the
leadership of the global audit continued to be
effective. Proactive engagement by the lead
audit partner during Committee meetings was,
however, encouraged to ensure appropriate
input and challenge was given during the
Committee’s deliberations and discussions,
particularly in areas of financial reporting issues
and judgements.
supporting the half and full-year accounts
and financial statements.
• Reviewed the Group’s external reporting
framework and use of Alternate Performance
Measures (APMs) to assess ongoing
appropriateness. The Committee was
satisfied that the APM’s reviewed were
consistent with market practice of both the
peer group and the wider FTSE 100
companies, and that disclosure and
reconciliation to statutory measures was
appropriate.
• In conjunction with the Board, reviewed the
financial modelling and stress testing
conducted for the going concern
assessment. A recommendation was made
to the Board to support the going concern
statement. Further information can be found
on page 125.
• Reviewed the viability assessment process
undertaken in support of the long-term
viability statement, based on plausible
scenarios arising from key risks and their
impact on headroom and debt covenants.
The Committee challenged the assumptions
and scenarios noting the effect they would
have during the viability period. Further
information can be found on pages 56 to 57.
• Undertook regular reviews of the Group’s
litigation. The Committee receives reports
twice a year from the Group General Counsel
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steps forward that had been identified.
Management were tasked with providing
regular updates on progress throughout
2022, together with implementing
comprehensive KPIs.
• Reviewed and approved the 2022 internal
audit plan and scope of the peer reviews.
The Committee approved the plan.
• Met with the internal auditors without
management present. There were no
significant issues identified.
• Conducted its annual review of the
effectiveness of the Group’s internal audit
function. The Committee concluded that the
internal audit team, supported by PwC
resource was effective.
Looking ahead to 2022
In addition to our routine business, the
Committee has four focus areas for
2022. We will:
1. Maintain focus on cyber security and
the delivery of projects identified in
the 2021 information security
strategy
2. Monitor progress in the development
of processes and controls over the
reporting of non-financial KPIs,
particularly relating to sustainability
3. Monitor the impact of major business
change programmes on Croda’s risk
and control environment
4. Review management’s oversight and
monitoring of quality controls within
the Health Care sector
and Company Secretary and was satisfied
with the approach to provisioning and
disclosure.
• Reviewed the accounting treatment for the
disposal of the majority of the PTIC business.
The Committee was supportive of the
approach adopted.
Governance (15%)
The Committee:
• Reviewed the input from a compliance review
to ensure the Committee met its corporate
governance and regulatory requirements.
The Committee concluded that the
requirements were being met.
• Reviewed the effectiveness of the Group’s
anti-bribery and fraud procedures, including
those for whistleblowing. The Committee
received a report on the independent
investigations that had been conducted in
response to concerns raised under the
whistleblowing policy and were satisfied with
the outcome, including follow-up actions.
• Undertook an external evaluation of the
Committee’s effectiveness. Information on
the evaluation process can be found on page
74. The results of the review concluded that
the Committee continued to be effective.
• Reviewed and took account of the annual
FRC letter to Audit Committee Chairs.
• Reviewed the Committee’s terms of
reference and confirmed that the role and
responsibilities of the Committee are aligned
with the UK Corporate Governance Code.
No changes were made during the year.
• Completed its annual review of the Group’s
tax compliance policy and risks relating
thereto. No significant updates were
required. The policy is available at
www.croda.com.
External audit (25%)
The Committee:
• Discussed and approved the external audit
plan, including the assessment of significant
audit risks; the engagement risk profile; the
use of data analytics; the scope of the audit;
the impact of COVID-19; the materiality level
and the de minimis reporting threshold; the
co-ordination of external audits; and the key
members of the engagement team. The
Committee monitored the progress made by
the statutory audit team against the agreed
plan and discussed issues as they arose.
• Discussed increases to the audit fee to
reflect expansion of the Group through
acquisition, regulatory changes to the
requirements for UK managed audits, any
additional work due to COVID-19 and
increased staff costs within the audit
profession. Information on the audit fees can
be found in note 3 on page 134.
• Reviewed a project to develop further the
IT control environment.
• Met with the external auditors without
management present. The Committee
considered KPMG’s views. There were no
significant issues to report.
• Considered the independence and objectivity
of KPMG. The Committee confirmed the
independence of KPMG as further described
on page 83.
• Considered the effectiveness of the external
audit process including the onboarding of the
new audit partner. The Committee concluded
that the audit was effective and a
recommendation was made to the Board on
the reappointment of KPMG at the AGM.
Internal audit and risk management (25%)
The Committee:
• Reviewed the strategic internal audit planning
approach, reviewed reports on the work of
the internal audit function from the VP Risk
and Assurance and monitored compliance
with the Group risk assurance programme.
The Committee approved the internal audit
plan and the implementation of any resulting
actions by management.
• Discussed the use of data analytics as an
integral part of the internal audits delivered
by the co-source internal audit provider,
PwC. The Committee reviewed the potential
use of such data analytics in continuous
controls monitoring.
• Discussed the results of the 2021 controls
assurance internal audits delivered by PwC.
The Committee considered the adequacy of
management’s response to matters raised
and the timeliness in resolving such matters.
• Received updates on the IT control
environment in-depth review undertaken by
management, and the Governance Project
which covered risk assessment, a control
framework review and refresh and
governance. The Committee considered the
management action that had been
undertaken to address specific control
recommendations during the year. Internal
audit reported into the Committee on the
progress achieved during 2021.
• Assisted the Board in its assessment of the
Group’s emerging and principal risks. The
Committee challenged the results of the
2021 risk assurance activity carried out by
internal audit and considered any additional
key risks as a result of acquisitions during the
year.
• Received a deep dive review from the
recently appointed Information Security
Manager on the cyber security framework
and strategy. The Committee was satisfied
with the progress made to date and the
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Croda International Plc
Annual Report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021 81
Corporate governance (continued)
Report of the Audit Committee (continued)
for the year ended 31 December 2021
Specific focus areas for 2021 (10%)
As highlighted above, the Audit Committee has delivered on our ‘business as usual’ work, as set out in our terms of reference.
In addition, last year we noted four specific focus areas for 2021, which absorbed the balance of the Committee’s time.
Specific focus area
Actions during the year
Maintain our focus on cyber
security with a refreshed
rolling annual assurance
programme based on the
NIST security framework
The information security manager attended the November 2021 committee meeting to present his
refreshed strategy, which is aligned with the NIST framework. This identified 12 tactical and 12
strategic projects which will continue to progress through 2022. Internal audit reviewed the risks
and controls over the asset management and third party supplier management processes as part
of the rolling annual assurance plan.
Monitor Avanti and
Iberchem integration
programmes, including
controls assessment against
Croda risk and control
standards
Review the major
capital projects
assurance programme
Assess the impact of
anticipated regulatory
changes on Croda’s risk and
control framework
Facilitated risk reviews were undertaken with the Avanti and Iberchem leadership teams using the
Croda risk management framework (see pages 50 to 52) and the risks were captured in the
Digital Hive. Gap analysis of controls in operation at Avanti and Iberchem were completed by
internal audit against the Croda controls frameworks and actions were discussed with
management to define a plan to full compliance and integration.
A capital programme director was appointed during 2021 and a capital projects framework
developed with comments from the internal audit’s review being incorporated into the finalised
document. A rolling internal audit programme of major capital projects was implemented with
findings discussed with the Audit Committee. The programme of audits planned for 2022 was
agreed to include five major in-flight project reviews.
The Audit Committee considered management’s response to the BEIS UK corporate governance
reform white-paper and the Group’s response to the public consultation. Management undertook
four self assessment benchmarking reviews with EY to identify any significant gaps in the current
control frameworks and actions have been identified, particularly in the IT control environment.
Future regulatory changes in relation to the reporting and monitoring non-financial KPIs were
discussed, with internal audit acting as critical friend to the sustainability team at the request of
the Audit Committee.
Progress
Moved to BAU
rolling assurance
process
Completed
Moved to rolling
assurance
process
In progress
Significant financial statement reporting items
The Committee, with support from the external
auditors, reviewed those items in the Group’s
financial statements that have the potential to
significantly impact reporting. These are set
out below.
Pensions: The Committee monitored the
Group’s pension arrangements, in particular
the funding of the defined benefit plans in the
UK, the US and the Netherlands, which are
sensitive to assumptions made in respect of
discount rates, salary increases and inflation.
The Group engages external actuarial
specialists. The Committee reviewed the
actuarial assumptions used and compared them
with those used by other companies. The
external auditors also challenged the benchmark
assumptions applied and conducted sensitivity
analysis. The Committee considered this work
and found the assumptions to be reasonable.
The Committee also assessed the
considerations in relation to the transfer of the
Netherlands defined benefit pension scheme to
a collective defined contribution arrangement,
resulting in the settlement of the scheme’s
assets and liabilities of £207.1m and a
corresponding gain of £11.2m. After review,
the Committee was satisfied with the settlement
accounting in the financial statements.
Goodwill impairment: The strategy of the
Group includes acquiring new technologies and
businesses operating in adjacent markets. 2021
saw two acquisitions for Croda. As a result,
goodwill represents a significant asset value on
the balance sheet of £852.0m out of total net
assets of £1,765.9m at 31 December 2021.
The Committee completed its annual
impairment review of the carrying value of
goodwill, as prepared by management,
including the detailed sensitivity analysis to a
number of underlying assumptions, including
the ongoing impact of COVID-19, and the
broader consequences on the markets in which
the Group operates. The Committee assessed
the methodologies used and the adequacy of
the management disclosures. Particular
attention was given to Iberchem’s cash
generating units, which had the smallest
headroom between their carrying values and
value in use. The Committee reviewed the
methodology adopted to evaluate the risk of
goodwill impairment. After challenge, the
Committee was satisfied that the assumptions
were reasonable and that no impairments were
necessary; however, enhanced disclosure was
agreed to be appropriate, given the sensitivity
of the calculations to certain assumptions.
Impact of the divestment of the majority
of PTIC: On 22 December 2021, the Group
announced an agreement to dispose of the
majority of the PTIC businesses and is currently
working with the acquirer on the process to
separate the businesses, with completion of
the divestment expected in summer 2022.
The Committee assessed the key accounting
considerations, and after challenge, was
satisfied that the disposal group did not meet
the requirements to be classified as held-for-
sale as at 31 December 2021.
Parent Company’s carrying value of
investments in subsidiaries and
intercompany receivables: The Committee
considered the carrying amount of parent
Company’s investments in subsidiaries and
intercompany debtors, held at cost less
impairment, representing 98% of parent
Company’s total assets (2020: 99%).
The recoverability of these balances is not
considered judgemental; however, they are the
most significant component of the parent
Company balance sheet and therefore require
additional consideration as part of preparing the
financial statements. This included comparing the
carrying amount with the respective subsidiary’s
net asset value, profitability and cash generation.
After review, the Committee was satisfied that
the recoverability of these balances was
acceptable, and no impairments were necessary.
Internal audit and risk management
I met with the Vice President Risk and
Assurance several times during the year outside
of the formal meetings to discuss the
performance and output of the internal audit
function and aspects of risk management. The
Vice President Risk and Assurance attended
each Committee meeting and presented an
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Croda International Plc
Annual Report and Accounts 2021
Corporate governance (continued)
Report of the Audit Committee (continued)
for the year ended 31 December 2021
Specific focus areas for 2021 (10%)
As highlighted above, the Audit Committee has delivered on our ‘business as usual’ work, as set out in our terms of reference.
In addition, last year we noted four specific focus areas for 2021, which absorbed the balance of the Committee’s time.
Specific focus area
Actions during the year
Progress
Maintain our focus on cyber
The information security manager attended the November 2021 committee meeting to present his
Moved to BAU
security with a refreshed
refreshed strategy, which is aligned with the NIST framework. This identified 12 tactical and 12
rolling assurance
rolling annual assurance
strategic projects which will continue to progress through 2022. Internal audit reviewed the risks
process
programme based on the
and controls over the asset management and third party supplier management processes as part
NIST security framework
of the rolling annual assurance plan.
Monitor Avanti and
Iberchem integration
Facilitated risk reviews were undertaken with the Avanti and Iberchem leadership teams using the
Completed
Croda risk management framework (see pages 50 to 52) and the risks were captured in the
programmes, including
Digital Hive. Gap analysis of controls in operation at Avanti and Iberchem were completed by
controls assessment against
internal audit against the Croda controls frameworks and actions were discussed with
Croda risk and control
management to define a plan to full compliance and integration.
standards
Review the major
capital projects
A capital programme director was appointed during 2021 and a capital projects framework
Moved to rolling
developed with comments from the internal audit’s review being incorporated into the finalised
assurance
process
assurance programme
document. A rolling internal audit programme of major capital projects was implemented with
findings discussed with the Audit Committee. The programme of audits planned for 2022 was
agreed to include five major in-flight project reviews.
Assess the impact of
anticipated regulatory
The Audit Committee considered management’s response to the BEIS UK corporate governance
In progress
reform white-paper and the Group’s response to the public consultation. Management undertook
changes on Croda’s risk and
four self assessment benchmarking reviews with EY to identify any significant gaps in the current
control framework
control frameworks and actions have been identified, particularly in the IT control environment.
Future regulatory changes in relation to the reporting and monitoring non-financial KPIs were
discussed, with internal audit acting as critical friend to the sustainability team at the request of
the Audit Committee.
Significant financial statement reporting items
saw two acquisitions for Croda. As a result,
The Committee assessed the key accounting
The Committee, with support from the external
auditors, reviewed those items in the Group’s
financial statements that have the potential to
significantly impact reporting. These are set
out below.
Pensions: The Committee monitored the
Group’s pension arrangements, in particular
the funding of the defined benefit plans in the
UK, the US and the Netherlands, which are
sensitive to assumptions made in respect of
discount rates, salary increases and inflation.
The Group engages external actuarial
specialists. The Committee reviewed the
actuarial assumptions used and compared them
with those used by other companies. The
external auditors also challenged the benchmark
assumptions applied and conducted sensitivity
analysis. The Committee considered this work
and found the assumptions to be reasonable.
The Committee also assessed the
considerations in relation to the transfer of the
Netherlands defined benefit pension scheme to
a collective defined contribution arrangement,
resulting in the settlement of the scheme’s
assets and liabilities of £207.1m and a
corresponding gain of £11.2m. After review,
the Committee was satisfied with the settlement
accounting in the financial statements.
Goodwill impairment: The strategy of the
Group includes acquiring new technologies and
businesses operating in adjacent markets. 2021
goodwill represents a significant asset value on
considerations, and after challenge, was
the balance sheet of £852.0m out of total net
satisfied that the disposal group did not meet
assets of £1,765.9m at 31 December 2021.
the requirements to be classified as held-for-
The Committee completed its annual
sale as at 31 December 2021.
impairment review of the carrying value of
Parent Company’s carrying value of
goodwill, as prepared by management,
investments in subsidiaries and
including the detailed sensitivity analysis to a
intercompany receivables: The Committee
number of underlying assumptions, including
considered the carrying amount of parent
the ongoing impact of COVID-19, and the
Company’s investments in subsidiaries and
broader consequences on the markets in which
intercompany debtors, held at cost less
the Group operates. The Committee assessed
impairment, representing 98% of parent
the methodologies used and the adequacy of
Company’s total assets (2020: 99%).
the management disclosures. Particular
attention was given to Iberchem’s cash
generating units, which had the smallest
headroom between their carrying values and
value in use. The Committee reviewed the
methodology adopted to evaluate the risk of
goodwill impairment. After challenge, the
Committee was satisfied that the assumptions
were reasonable and that no impairments were
necessary; however, enhanced disclosure was
agreed to be appropriate, given the sensitivity
of the calculations to certain assumptions.
Impact of the divestment of the majority
of PTIC: On 22 December 2021, the Group
announced an agreement to dispose of the
majority of the PTIC businesses and is currently
working with the acquirer on the process to
separate the businesses, with completion of
the divestment expected in summer 2022.
The recoverability of these balances is not
considered judgemental; however, they are the
most significant component of the parent
Company balance sheet and therefore require
additional consideration as part of preparing the
financial statements. This included comparing the
carrying amount with the respective subsidiary’s
net asset value, profitability and cash generation.
After review, the Committee was satisfied that
the recoverability of these balances was
acceptable, and no impairments were necessary.
Internal audit and risk management
I met with the Vice President Risk and
Assurance several times during the year outside
of the formal meetings to discuss the
performance and output of the internal audit
function and aspects of risk management. The
Vice President Risk and Assurance attended
each Committee meeting and presented an
internal audit report that was fully reviewed and
discussed, highlighting any major deviations
from the annual plan agreed with the Committee.
At each meeting, the Committee considered
the results of the audits undertaken and the
adequacy of management’s response to
matters raised, including the time taken to
resolve such matters. Particular focus was
addressed to those areas where there was a
major divergence between the outcome of the
internal audit and the scoring of the self-
assessment questionnaire, completed annually
by each business unit. In these instances, the
Committee challenged management as to what
actions it was taking to minimise the chances of
divergences arising in the future.
In January, the Committee conducted its
annual review of the internal audit function,
including its approach to audit planning and risk
assessment, communication within the
business and with the Committee and its
relationship with the external auditors. Senior
management feedback from sites included in
the 2021 audit programme is gathered by
questionnaire to support this process. These
did not highlight any significant areas for
development. In the light of the continuing
requirement for virtual audits in 2021, the
Committee was pleased with progress.
Details on how the Business monitors risk and
how it implements its risk management
framework are set out on pages 50 to 55.
External auditors’ effectiveness
During the year, the Committee assessed the
effectiveness of KPMG as Group external
auditor. To assist in the assessment, the
Committee considered the quality of reports
from KPMG and the additional insights provided
by the audit team, particularly at partner level.
It took account of the views of the Group
Finance Director and Group Financial Controller,
who had discussed subsidiary component
audits with local audit partners, to gauge the
quality of the team and knowledge and
understanding of the business. The Committee
also considered how well the auditor assessed
key accounting and audit judgements and the
way it applied constructive challenge and
professional scepticism in dealing with
management.
The Committee also reviewed the output from
a questionnaire completed by senior members
of the finance team to obtain their views on
KPMG’s effectiveness in carrying out the 2021
audit. The questionnaire covered:
• Quality of planning, delivery and execution
of the audit.
• Quality and knowledge of the audit team.
• Effectiveness of communications between
management and the audit team.
• Robustness of the audit, including the audit
team’s ability to challenge management as
well as demonstrate professional scepticism
and independence.
Following the review, the Committee
concluded that the audit was effective and
overall the Committee was satisfied with the
performance of KPMG.
Croda is in compliance with the Statutory Audit
Services Order 2014. We undertook an audit
tender in 2017 and the Board appointed
KPMG as external auditor, with Chris Hearld
as the Lead Audit Partner. The first year to be
audited by KPMG was the year ended
31 December 2018. Following an
organisational change in KPMG, Chris Hearld
stepped down as Lead Audit Partner following
the AGM 2021 and was succeeded by
Ian Griffiths.
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External auditor’s independence
The Committee and the Board place great
emphasis on the objectivity of the Group’s
external auditors in reporting to shareholders.
Our Group policy on the provision of non-audit
services by external auditors, which is on our
website www.croda.com, sets out permitted
and prohibited non-audit services and the
controls over assignments awarded to the
external auditor to ensure that audit
independence is not compromised and the
provision of such services do not impair the
external auditor’s objectivity. KPMG have not
been required to terminate any services that
would not be permissible under the Standard.
In 2021, non-audit fees were £0.1m, significantly
less than the total audit fees of £1.7m; the
non-audit to audit fees ratio stands at 0.1:1.
The Committee undertook its annual review of
the Group’s policies relating to external audit,
including the policy that governs how and when
employees and former employees of the Group’s
auditors can be employed by the Company. No
changes were made. The Committee also
reviewed and accepted KPMG’s Independence
letter which annually confirms their independence
and compliance with the Financial Reporting
Council’s (FRC) ethical standard.
In conclusion, the Committee agreed that
KPMG were independent.
External auditor reappointment
As noted above, the Committee recommended
to the Board that KPMG be offered for
re-election at the forthcoming AGM.
I will be available at the shareholder
engagement event to respond to any questions
shareholders may raise on the Committee’s
activities in the year.
John Ramsay
Chair of the Audit Committee
Ethical compliance review
Under its terms of reference, the Committee is tasked with an
annual review of the Company’s anti-bribery and corruption, fraud
and whistleblowing procedures. In 2021, the Committee’s review
of these matters consisted of receiving reports and presentations
from the executive owner of the procedures. The Committee was
satisfied that the design and focus of the ethics programme took
account of the Company’s increasing presence in emerging
economies, which could often pose elevated compliance and
reputational risks.
The Committee discussed the progress of integrating Iberchem
and other recently acquired companies within the Group’s ethics
programme and were comfortable with the work undertaken and
with the level the engagement by the newly acquired businesses.
The Committee considered that the work of the ethics committee in its
robust oversight of the development and reinforcement of the Group’s
ethics strategy and considered that it was demonstrative of the
top-level commitment to anti-bribery by the executive team. The
Group had 48 ethical risk assessments in place at the site level, which
accurately recorded detailed assessments of the local bribery risk.
The recently updated ethical compliance manual had been
effective in proceduralising the ethics programme, and had been
supplemented with practical ‘how to do’ guidance notes. Training
programmes continued to operate effectively, with over 1,000
employees undertaking training during the year (online or face-to-
face). The Group’s Speak Up line was working effectively, and the
Committee were satisfied that the procedure for investigating
reports was robust and being undertaken by independent experts.
During 2021, 93 reports were made using the Speak Up line and
every report had been investigated with no serious allegations
having been substantiated.
The Committee reviewed the KPIs that tracked and monitored how
the ethics programme was embedded and were used as leading
and lagging indicators of ethical risks.
The Committee conducted a review of the Group’s fraud policy and
procedures – with no changes being required. No instances of fraud
were brought to the Committee’s attention.
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Annual Report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021 83
Remuneration Report
Report of the Remuneration Committee
for the year ended 31 December 2021
Croda’s remuneration
approach plays a key
role in the continued
achievement of the
Group’s strategic
objectives and in the
delivery of sustainable,
profitable growth.”
Dr Helena Ganczakowski
Chair of the Remuneration Committee
to Croda’s evolving ambition and received
97.6% votes in favour. Last year we were
pleased to receive 98.8% votes in favour
of the 2020 Remuneration Report.
The Remuneration Committee is not proposing
any material changes to the operation of the
policy in 2022, being satisfied with both the
outcome of the 2019 review and subsequent
minor changes made last year.
Continued strong progress
I am pleased to confirm that Croda continues
to progress successfully in line with its strategy,
with excellent, profitable growth across all
sectors. Recent acquisitions have been
successfully incorporated, opening up new fast
growth markets, and vigorous progress has
been made in building the Life Sciences
platform. The full year financial results were
very strong, with reported sales up 36%,
driven by organic growth and acquisitions,
and with improving margin driving excellent
profit growth.
This pleasing performance was delivered
despite the ongoing challenges of COVID-19
where we continued to balance the needs of
all our stakeholders while always ensuring the
health and safety of our employees. As we
reported last year, in managing COVID-19,
we have not made anyone redundant or
furloughed any employees and have protected
pay and benefits, including for those unable
to work normally due to the need to self-isolate
or work from home. We also provided support
for our suppliers and customers, where
appropriate, and continued to pay dividends
for our shareholders.
Alignment to strategic objectives
Croda’s strategy continues to focus on
consistently delivering sustainable, profitable
growth by providing innovative, sustainable
solutions to our customers consistent with
our Purpose: Smart science to improve livesTM.
During 2021 we conducted a strategic review
of our Performance Technologies and Industrial
Chemicals (PTIC) businesses to decide on the
best ownership structure going forward.
The conclusion of this review was to sell the
majority of the PTIC businesses to Cargill,
a company which has a distinguished history
and strong values.
Under Cargill’s ownership, PTIC and its
employees will benefit from further investment
which will enable the business and employees to
capture new growth opportunities and flourish.
In March 2021 we acquired Alban Muller,
a leader in the creation and supply of natural
and botanical ingredients for the global beauty
industry, and in June 2021 our wholly owned
Iberchem subsidiary successfully completed
the acquisition of Parfex S.A., a fine fragrance
business based in Grasse, France. These
acquisitions, alongside Iberchem and Avanti
in 2020, all represent strong alignment to our
objective of transitioning to a pure-play Life
Sciences and Consumer Care company.
Delivering sustainable, profitable growth is
directly reflected in our performance measures
and stretching targets. The Group Profit
Incentive Bonus Scheme (senior annual Bonus
Plan) is based on a single operating profit
metric with no pay-out unless the previous
year’s outcome is exceeded.
Contents
A Chair’s letter
B 2021 Remuneration at a glance
C Report of the Remuneration
Committee for the year ended
31 December 2021
• How our reward strategy aligns to
and supports our business strategy
• Executive Directors’ remuneration
for the year ending 31 December
2022
D Directors’ remuneration for the year
ended 31 December 2021
E Summary of the Remuneration Policy
A. Chair’s letter
On behalf of the Board and the Remuneration
Committee, I am pleased to present Croda’s
Directors’ Remuneration Report for the year
ended 31 December 2021. I would like to thank
my colleagues for their engagement throughout
the year, and to welcome Julie Kim as a new
member of the Committee in 2021 and
Nawal Ouzren who joined the Committee
in February 2022.
The Committee believes that Croda’s
remuneration approach plays a key role in the
continued achievement of the Group’s strategic
objectives and in the delivery of sustainable,
profitable growth. In 2019 we reviewed and
updated our policy to ensure ongoing alignment
84
Croda International Plc
Annual Report and Accounts 2021
Remuneration Report
Report of the Remuneration Committee
for the year ended 31 December 2021
Croda’s remuneration
approach plays a key
role in the continued
achievement of the
Group’s strategic
objectives and in the
delivery of sustainable,
profitable growth.”
Dr Helena Ganczakowski
Chair of the Remuneration Committee
Contents
A Chair’s letter
B 2021 Remuneration at a glance
C Report of the Remuneration
Committee for the year ended
31 December 2021
• How our reward strategy aligns to
and supports our business strategy
• Executive Directors’ remuneration
for the year ending 31 December
2022
D Directors’ remuneration for the year
ended 31 December 2021
E Summary of the Remuneration Policy
A. Chair’s letter
On behalf of the Board and the Remuneration
profit growth.
Committee, I am pleased to present Croda’s
Directors’ Remuneration Report for the year
ended 31 December 2021. I would like to thank
my colleagues for their engagement throughout
the year, and to welcome Julie Kim as a new
member of the Committee in 2021 and
Nawal Ouzren who joined the Committee
in February 2022.
The Committee believes that Croda’s
to Croda’s evolving ambition and received
Alignment to strategic objectives
97.6% votes in favour. Last year we were
pleased to receive 98.8% votes in favour
of the 2020 Remuneration Report.
The Remuneration Committee is not proposing
any material changes to the operation of the
policy in 2022, being satisfied with both the
outcome of the 2019 review and subsequent
minor changes made last year.
Continued strong progress
I am pleased to confirm that Croda continues
to progress successfully in line with its strategy,
with excellent, profitable growth across all
sectors. Recent acquisitions have been
Croda’s strategy continues to focus on
consistently delivering sustainable, profitable
growth by providing innovative, sustainable
solutions to our customers consistent with
our Purpose: Smart science to improve livesTM.
During 2021 we conducted a strategic review
of our Performance Technologies and Industrial
Chemicals (PTIC) businesses to decide on the
best ownership structure going forward.
The conclusion of this review was to sell the
majority of the PTIC businesses to Cargill,
a company which has a distinguished history
and strong values.
successfully incorporated, opening up new fast
Under Cargill’s ownership, PTIC and its
growth markets, and vigorous progress has
employees will benefit from further investment
been made in building the Life Sciences
which will enable the business and employees to
platform. The full year financial results were
capture new growth opportunities and flourish.
very strong, with reported sales up 36%,
driven by organic growth and acquisitions,
and with improving margin driving excellent
In March 2021 we acquired Alban Muller,
a leader in the creation and supply of natural
and botanical ingredients for the global beauty
industry, and in June 2021 our wholly owned
This pleasing performance was delivered
Iberchem subsidiary successfully completed
despite the ongoing challenges of COVID-19
the acquisition of Parfex S.A., a fine fragrance
where we continued to balance the needs of
business based in Grasse, France. These
all our stakeholders while always ensuring the
acquisitions, alongside Iberchem and Avanti
health and safety of our employees. As we
in 2020, all represent strong alignment to our
reported last year, in managing COVID-19,
objective of transitioning to a pure-play Life
we have not made anyone redundant or
Sciences and Consumer Care company.
furloughed any employees and have protected
pay and benefits, including for those unable
remuneration approach plays a key role in the
to work normally due to the need to self-isolate
continued achievement of the Group’s strategic
or work from home. We also provided support
objectives and in the delivery of sustainable,
for our suppliers and customers, where
profitable growth. In 2019 we reviewed and
appropriate, and continued to pay dividends
updated our policy to ensure ongoing alignment
for our shareholders.
Delivering sustainable, profitable growth is
directly reflected in our performance measures
and stretching targets. The Group Profit
Incentive Bonus Scheme (senior annual Bonus
Plan) is based on a single operating profit
metric with no pay-out unless the previous
year’s outcome is exceeded.
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Annual Report and Accounts 2021
For the longer-term Performance Share Plan
(PSP), 35% of the award is based on earnings
per share (EPS) growth and 35% is based on
relative Total Shareholder Return (TSR)
performance against a bespoke group of our
most relevant competitors. 30% of the 2022
award will continue to be based on
sustainability metrics. Within this, 15% will be
based on our innovation metric, New and
Protected Products (NPP); those products
that will drive our future growth. Innovating
sustainably is core to Croda’s success, and we
continue to focus management on the delivery
of this. The remaining 15% will be focused on
selected KPIs aligned to the delivery of our
‘Climate Positive’ and ‘People Positive’
sustainability commitments. We have also
revised our EVA underpin to a more
discretionary basis following the divestment
of the majority of the PTIC businesses.
Performance is always considered holistically;
each year the Committee applies a Discretion
Framework to satisfy itself that the outcome
in terms of primary performance metrics has
not been to the detriment of other measures
of corporate performance. Health & safety
always remains a key metric of particular
focus in this review.
Workforce engagement
In 2021 I met with a cross section of
employees through a series of listening groups
in Asia, the Americas and Western Europe.
Participants expressed their appreciation at the
content and openness of the sessions which
provided me with valuable feedback on a
broad range of reward topics, including
executive remuneration. In addition, there is
a dedicated email address where employees
can communicate with me directly and my
Board colleagues also held listening groups
throughout 2021 covering a range of topics
including reward.
The Committee receives regular updates on
employees’ global terms and conditions, and
we are made aware of any significant policy
changes impacting employees. In 2021 we
were pleased to note that flexible working was
extended across the business including the
facilitation of increased home working and
flexible hours. The pay and benefits of
employees that choose to work flexibly are
maintained in full reflecting our belief that
flexible working enhances productivity.
In response to COVID-19 we also continued
our wellbeing initiatives; all sites offered
targeted activities; some have been local
one-off events and others are more broadly
applicable such as the availability of
Employee Assistance Programmes globally.
We continued to use our online recognition
programme in North America and Latin
America and our Asia colleagues launched
their own programme, ‘Kudos!’.
Alignment of executive reward with the
wider workforce
Our ‘One Croda’ culture drives focus on the
alignment of executive reward with the wider
workforce. In 2021 we launched a ‘Free Share
Plan’ for all of our employees who are not
eligible to receive the senior annual Bonus Plan.
As the senior annual Bonus Plan paid out for
2021, every employee globally in the Free
Share Plan, around 5,150 in total, will receive
ten Croda shares or the cash equivalent,
payable in May 2022. This Plan is in addition
to other reward plans offered at a local level.
In 2018 we gained accreditation in the UK as a
Living Wage Employer from the Living Wage
Foundation. In 2021 we extended this globally
to complete an assessment of all employees
worldwide, in partnership with the Fair Wage
Network, establishing a Living Wage in each of
the countries in which we operate and ensuring all
employees receive this as a minimum. Our target
for 2022 is to ensure that this is also applied to all
of our regularly employed contractors.
In line with our ‘One Croda’ culture, our senior
leaders all share the same performance metrics
for the senior annual Bonus Plan and PSP.
Around 510 employees participate in the senior
annual Bonus Plan and 66 of these are also in
the PSP. We believe that this focuses our
leadership on working together globally to
deliver the best overall outcome for our
customers and, in turn, our shareholders and
other stakeholders.
Pay for all employees is set in line with the
market and closely monitored and in 2021 we
conducted extensive salary benchmarking in
many countries, making adjustments where it
was appropriate to do so. Local bonus
schemes are available for those below senior
leader level in most regions. Around 84% of our
UK workforce and 60% globally participate in
share plans and therefore benefit from the
rewards enjoyed by all shareholders.
We continue to offer a career average defined
benefit pension scheme that is open to all new
and existing UK employees, a generous and
inclusive benefit for our UK workforce. An
important part of the value to employees is that
the level of accrued pension is guaranteed, as
the Company bears all the investment risk. This
security for our workforce is an important part
of our ‘One Croda’ culture. In 2020 we reduced
Executive Director pension supplements to
align to the UK workforce.
Remuneration out-turn for 2021
Croda delivered an outstanding performance in
2021 with very strong sales and profit growth,
driven in part by lipid system sales for
COVID-19 applications. The Committee
determined that, given the unique nature and
scale of this piece of business, the profit from
our principal COVID-19 vaccine contract should
be excluded from the Bonusable Profit
calculation for both the 2021 and 2022 bonus.
In line with our usual practice, profit contributions
from in-year acquisitions (e.g. Parfex and Alban
Muller) are excluded from the calculation to ensure
a like-for-like comparison with the base year.
Bonusable Profit (after exclusion of in-year
acquisition profits and the lipid system sales for
our principal COVID-19 vaccine contract)
significantly exceeded the outcome for 2020
and the maximum payout target. The
Committee used the Discretion Framework to
satisfy itself that this performance was robust
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and sustainable by reviewing underlying
performance. The Committee determined
that 100% of the senior annual Bonus Plan
was payable.
Croda’s longer-term performance in profitable
growth and Total Shareholder Return was also
very strong and reflected the long-term growth
trajectory of the business. 2021 was the year in
which PSP grants made in 2019 concluded
their three-year period, and the Committee
reviewed performance for the targets that were
set at that time. Over the period TSR
performance was 109.8%, placing Croda in the
top quartile against our bespoke comparator
group with 100% of this part of the award
vesting. Our strong profit performance led to
EPS growth of 31.4%, which resulted in a
93.5% payment of this part of the award.
NPP growth, for the first time, met the
stretching vesting target, which reflected
the ambition of this metric and led to a
payment of 100% of this part of the award.
The PSP award is dependent on satisfactory
underlying financial performance of the Group.
The Committee considered this, and a range of
other broader performance criteria using the
Discretion Framework, and concluded that the
PSP awards were consistent with and reflective
of overall financial performance over the time
period. Therefore, after consideration of all
factors, an overall PSP vesting of 97.4%
of the total award was agreed.
Salaries for 2022
For 2022, the general salary increase set for
the UK workforce is 5%, with additional funds
available to address specific market issues.
The Committee considered the salaries of the
Executive Directors in the context of the UK
workforce increases, low positioning against
market benchmarks, Croda’s overall strong
performance and the strong performance of
the Executive Directors, and concluded that the
2022 salary increase for Executive Directors
should be in line with that of the UK workforce.
A review of the Chair fees was also undertaken
and, reflecting similar principles and the
continuing high time commitment, an increase
in line with that of the UK workforce was
also awarded.
Looking ahead
Measures and targets for 2022 have been set
for the senior annual Bonus Plan and PSP, as
outlined above.
The Remuneration Policy is due for its triennial
renewal at the 2023 AGM and therefore during
2022 we will be undertaking a comprehensive
review to ensure that it continues to align to our
strategy, taking on board input and advice from
our investors and other stakeholders. We remain
committed to ensuring that our remuneration
framework reflects the evolving needs of all of
our stakeholders and the communities in which
we operate.
Dr Helena Ganczakowski
Chair of the Remuneration Committee
Croda International Plc
Annual Report and Accounts 2021 85
Remuneration Report (continued)
B. Remuneration at a glance
How we performed in 2021
Adjusted Operating Profit
Adjusted EPS
NPP
Total Shareholder Return
+46.6% to
£468.6m
+42.5% to
250.0p
37%
of Group sales
109.8%
over the three-year PSP performance
period (1 January 2019 to
31 December 2021)
Single figure remuneration:
Salary
Benefits
Pension
Annual bonus
LTIPs
Other
Steve Foots
(total £4,427,284)
Jez Maiden
(total £2,499,195)
0%
20%
40%
60%
80%
100%
Operation of our policy in 2021
Key component
and timeline
Feature
Basic salary
Competitive package to attract
and retain high calibre
executives.
Annual bonus
Incentivise delivery of strategic
plan, targets set in line with
Group KPIs.
Metrics and results
• Pay rise of 1% awarded to Executive Directors.
• UK workforce was awarded a 1% increase. An additional 1%
increase was awarded to the majority of the UK workforce in
July 2021, excluding Executive Directors and those in our
most senior grades.
Bonusable Profit
(see page 95 for definition of Bonusable Profit)
Threshold
2020 actual
Maximum
2020 actual plus 10%
Actual
2020 actual plus 24%
100% of maximum bonus paid
Deferred element
of bonus
Compulsory deferral of one third of
bonus into shares with three-year
holding period to align with
long-term business performance.
N/A
Group
Chief
Executive
(CEO)
Group
Finance
Director
(GFD)
£682,340
£470,579
£1,023,510
£588,224
Of which
£341,170
is deferred
Of which
£196,075
is deferred
PSP
Incentivise execution of the
business strategy over long-term
measuring profit, shareholder
value and innovation.
Pension
Shareholding
requirements
Pension benefits are either a
capped career average defined
benefit pension plan with a cash
supplement above the cap, or a
cash supplement. For 2021, cash
allowance of up to 20% of salary,
in line with the UK workforce.
Share ownership guideline to
ensure material personal stake in
business.
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Vesting of the 2019 PSP award
£2,556,242
£1,322,175
EPS*
TSR
Threshold
Maximum
Actual
% payout
5%
11%
10.5%
Median
Upper
Quartile
(UQ)
89.4
percentile
Above UQ
93.5%
100%
NPP**
NPP sales growth to be at
least twice non-NPP sales.
3.8x
100%
Total payout – 97.4%
* EPS growth p.a. is calculated on a simple average basis over the
three-year period.
** Subject to a minimum average of 5% growth per year and overall
positive Group profit growth.
N/A
£136,635
£94,116
• CEO – 225% of salary
• GFD – 175% of salary
>225%
of salary
>175%
of salary
Remuneration Report (continued)
B. Remuneration at a glance
How we performed in 2021
+46.6% to
£468.6m
+42.5% to
250.0p
Adjusted Operating Profit
Adjusted EPS
NPP
Total Shareholder Return
37%
of Group sales
109.8%
over the three-year PSP performance
period (1 January 2019 to
31 December 2021)
Single figure remuneration:
Salary
Benefits
Pension
Annual bonus
LTIPs
Other
Steve Foots
(total £4,427,284)
Jez Maiden
(total £2,499,195)
Key component
and timeline
Basic salary
0%
20%
40%
60%
80%
100%
Operation of our policy in 2021
Feature
Metrics and results
Competitive package to attract
• Pay rise of 1% awarded to Executive Directors.
£682,340
£470,579
and retain high calibre
executives.
• UK workforce was awarded a 1% increase. An additional 1%
increase was awarded to the majority of the UK workforce in
July 2021, excluding Executive Directors and those in our
most senior grades.
Annual bonus
Incentivise delivery of strategic
Bonusable Profit
£1,023,510
£588,224
plan, targets set in line with
(see page 95 for definition of Bonusable Profit)
Group KPIs.
Group
Chief
Executive
(CEO)
Group
Finance
Director
(GFD)
Threshold
2020 actual
Maximum
2020 actual plus 10%
Actual
2020 actual plus 24%
100% of maximum bonus paid
Deferred element
Compulsory deferral of one third of
N/A
of bonus
bonus into shares with three-year
holding period to align with
long-term business performance.
business strategy over long-term
measuring profit, shareholder
value and innovation.
PSP
Incentivise execution of the
Vesting of the 2019 PSP award
£2,556,242
£1,322,175
Threshold
Maximum
Actual
% payout
EPS*
TSR
Median
5%
11%
10.5%
93.5%
100%
Upper
Quartile
(UQ)
89.4
percentile
Above UQ
NPP**
NPP sales growth to be at
3.8x
100%
least twice non-NPP sales.
Total payout – 97.4%
* EPS growth p.a. is calculated on a simple average basis over the
** Subject to a minimum average of 5% growth per year and overall
three-year period.
positive Group profit growth.
Pension
Pension benefits are either a
N/A
£136,635
£94,116
capped career average defined
benefit pension plan with a cash
supplement above the cap, or a
cash supplement. For 2021, cash
allowance of up to 20% of salary,
in line with the UK workforce.
Shareholding
requirements
Share ownership guideline to
• CEO – 225% of salary
ensure material personal stake in
• GFD – 175% of salary
business.
>225%
of salary
>175%
of salary
C. Report of the Remuneration Committee for the year ended 31 December 2021
Contents
1. Summary of Remuneration Policy adopted in 2020
2. How our reward strategy aligns to and supports the delivery of
our business strategy
3. How our Remuneration Policy reflects the UK Corporate
Governance Code
• Our Discretion Framework
4. Reward in the wider employee context
• Workforce engagement
• How our Remuneration Policy relates to reward in the wider
employee context
5. Sharing success across the business
• Free Share Plan
• All-employee share plans
• Living Wage
• More than just pay
6. Promoting diversity & inclusion
7. Other disclosures
• UK gender pay gap
• UK CEO pay ratio
8. Remuneration Committee year ended 31 December 2021
9. Executive Directors’ remuneration for the year ending
31 December 2022
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1. Summary of Remuneration Policy adopted in 2020
An updated Remuneration Policy was presented and approved by
shareholders at the 2020 AGM. This is intended to operate until the AGM
in 2023. In reviewing the Policy and its implementation, the
Remuneration Committee undertook a thorough review of existing
arrangements with a particular focus on alignment to Croda’s strategy
and ambitions. This review was completed with the following principal
objectives in mind:
• achieve the closest possible alignment with the Company’s strategy;
• support the Company’s ambition to be a purpose-led organisation
focused on Smart science to improve lives™;
• ensure that business performance is appropriately measured and
rewarded and that the scale of reward is proportionate;
• make certain that the Policy properly reflects the various interests of all
our stakeholders in its structure and metrics;
• ensure that the Policy is fair and competitive and that it also considers
reward more broadly in the organisation;
• disclose the Policy in an open and transparent way.
The Remuneration Committee is not proposing any substantive changes
to the operation of the Policy in 2022, being satisfied with both the
outcome of the review and the minor changes made since then.
In line with the normal three-year cycle under the remuneration reporting
regulations, a new Policy will be subject to shareholder approval at the
2023 AGM. In advance of this, during 2022, the Remuneration
Committee will undertake a review of the existing Policy to ensure it
continues to align to Croda's strategy, taking on board input and advice
from investors and other stakeholders.
Summary of Policy and its operation
Salary
Set taking into account an individual’s responsibilities, performance and experience as well as pay and
employment conditions elsewhere in the Group and other external factors.
Annual bonus
Maximum annual bonus opportunities:
• Group Chief Executive – 150% of salary
• Group Finance Director – 125% of salary
Bonusable Profit growth targets, with no bonus payable until the previous year’s profit is exceeded.
Discretion Framework applies, which includes health, safety and environmental performance.
Of which
£341,170
Of which
£196,075
is deferred
is deferred
One third deferred for three years.
Malus and clawback provisions apply.
Performance Share Plan Normal maximum PSP opportunities:
• Group Chief Executive – 225% of salary
• Group Finance Director – 175% of salary
Awards based on financial (e.g. EPS), shareholder return (e.g. relative TSR) and strategic (e.g. sustainability) metrics.
The Discretion Framework also applies, which includes satisfactory underlying financial performance.
Three-year performance period with an additional two-year holding period.
Malus and clawback provisions apply.
Pension and benefits
Pension benefits are either a capped career average defined benefit pension plan with a cash supplement above the
cap, or a cash supplement.
Cash allowance for Executive Directors of up to 20% of salary which aligns with our UK workforce.
Typical other benefits include a company car, private fuel allowance, private health insurance and other insured benefits.
Shareholding guidelines
Shareholding guidelines of:
• Group Chief Executive – 225% of salary
• Group Finance Director – 175% of salary
Post-employment shareholding guidelines also apply for two years after leaving employment. These are set at 100%
of the in-employment guideline for the first year after leaving employment, tapering to 0% by the end of year two.
This policy applies to shares from awards that vest in 2020 and beyond. The Committee is implementing structures to
ensure that post-employment shareholding guidelines are adhered to, by the placing of restrictions on the sale of shares
via our third-party share plan administrator.
Further details about the Policy can be found on pages 106 to 108.
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Annual Report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021 87
Remuneration Report (continued)
2. How our reward strategy aligns to and supports the delivery of our business strategy
Over the last eighteen months we have accelerated key elements of our strategy to complete our transition to a dedicated Consumer Care and Life
Sciences company. Across these markets, innovation and sustainability will be the core drivers of our future growth. In developing and implementing
our Remuneration Policy the Committee has been mindful to ensure that every element of reward directly aligns to our strategy, ensuring we provide
and protect long-term shareholder value.
Element of reward
Link to strategy
Sustainability
Innovation Growth
Long-term
shareholder
value
Annual bonus
Profit
Performance Share Plan
Earnings per share (EPS)
Clear and simple measure that supports our strategic
objective of consistent bottom-line growth. One third of
awards are deferred, further protecting shareholder value.
A measure of earnings growth over a three-year period
recognising that sustained growth can only come through
relentless innovation.
Total Shareholder Return
(TSR)
Measured against our peers, a key indicator of long-term
growth and shareholder value.
New & Protected Products
(NPP)
Sustainability
An established measure of innovation, the metric is growth of
NPP products versus non-NPP products rewarding growth
that is driven by innovation.
Over the last three years we have incorporated sustainability
metrics directly linked to our ambitions to be Climate,
Land and People Positive by 2030.
Underpins & Discretion Framework
Safety, Health and
Environment (SHE)
Financial underpins
Culture and ethics
Other features
Holding periods
The SHE underpins ensure that rewards are not made at the
expense of the safety, health and environment of our
employees or the communities that we serve.
The financial underpins including EVA within our Discretion
Framework ensure that reward reflects the overall financial
health of the business.
The culture and ethics underpin ensures that reward reflects
strong governance and the experience of all our
stakeholders.
Extends the period to five years before shares are released,
further protecting shareholder value.
Shareholding requirements Ensures that our Executives’ interests are aligned to
shareholders.
Malus and clawback
Allows incentive awards to be clawed back or reduced in the
event of significant financial or personal misconduct.
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
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Annual Report and Accounts 2021
Remuneration Report (continued)
2. How our reward strategy aligns to and supports the delivery of our business strategy
Over the last eighteen months we have accelerated key elements of our strategy to complete our transition to a dedicated Consumer Care and Life
Sciences company. Across these markets, innovation and sustainability will be the core drivers of our future growth. In developing and implementing
our Remuneration Policy the Committee has been mindful to ensure that every element of reward directly aligns to our strategy, ensuring we provide
and protect long-term shareholder value.
Element of reward
Link to strategy
Sustainability
Innovation Growth
value
Annual bonus
Profit
Performance Share Plan
Clear and simple measure that supports our strategic
objective of consistent bottom-line growth. One third of
awards are deferred, further protecting shareholder value.
Earnings per share (EPS)
A measure of earnings growth over a three-year period
recognising that sustained growth can only come through
relentless innovation.
Total Shareholder Return
Measured against our peers, a key indicator of long-term
growth and shareholder value.
New & Protected Products
An established measure of innovation, the metric is growth of
(TSR)
(NPP)
NPP products versus non-NPP products rewarding growth
that is driven by innovation.
Sustainability
Over the last three years we have incorporated sustainability
✓
✓
metrics directly linked to our ambitions to be Climate,
Land and People Positive by 2030.
Underpins & Discretion Framework
Safety, Health and
Environment (SHE)
The SHE underpins ensure that rewards are not made at the
✓
expense of the safety, health and environment of our
employees or the communities that we serve.
Culture and ethics
The culture and ethics underpin ensures that reward reflects
✓
Framework ensure that reward reflects the overall financial
health of the business.
strong governance and the experience of all our
stakeholders.
Other features
Holding periods
Extends the period to five years before shares are released,
further protecting shareholder value.
Shareholding requirements Ensures that our Executives’ interests are aligned to
shareholders.
Malus and clawback
Allows incentive awards to be clawed back or reduced in the
event of significant financial or personal misconduct.
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
Financial underpins
The financial underpins including EVA within our Discretion
✓
✓
3. How our Remuneration Policy reflects the UK Corporate Governance Code
When developing the Remuneration Policy, the Committee was mindful of the UK Corporate Governance Code and considers that the executive
remuneration framework appropriately addresses the following factors:
Factors
Clarity
How these are addressed
Our values of openness and transparency are reflected in our reward principles. The Committee is committed to providing
open and transparent disclosure on executive remuneration for our stakeholders.
Our arrangements are clearly disclosed and any changes to our Remuneration Policy and its operation are highlighted in a way
that defines their alignment to both our strategic ambitions as well as the provisions of the UK Corporate Governance Code.
Long-term
shareholder
Simplicity
Our executive remuneration arrangements, as well as those throughout the global organisation, are simple in nature and well
understood by both participants and shareholders.
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Our senior annual Bonus Plan, in which around 510 of our global employees participate, is based on a single profit metric,
with a simple key requirement that no bonus can be paid until the previous year’s profit is exceeded.
Risk
The Committee considers that the structure of incentive arrangements does not encourage inappropriate risk-taking.
Performance is based on a balance of metrics which also reflect our broader stakeholders, for example inclusion of sustainability
targets and health and safety underpins. We then take a holistic assessment of performance using our Discretion Framework.
Annual bonus deferral, the PSP holding period and our shareholding guidelines provide a clear link to the ongoing performance of
the business as well as alignment with shareholders. Executives will be rewarded for sustainable long-term shareholder return.
Malus and clawback provisions also apply for both the senior annual Bonus Plan and PSP.
Predictability
Proportionality
Our Remuneration Policy contains details of maximum opportunity levels for each component of pay, with actual incentive
outcomes varying depending on the level of performance achieved against specific measures.
Our Remuneration Policy directly aligns to our strategy and financial performance. The Committee considers performance
from a range of perspectives. Poor financial performance is not rewarded.
Alignment to culture Alignment to our ‘One Croda’ culture is clearly established in our Remuneration Policy; our senior annual Bonus Plan has the same
metric for all participants, our PSP metrics reflect our commitment to sustainability and pensions are aligned across the workforce.
Our Discretion Framework
To enhance the rigour with which performance is reviewed the Committee has adopted a Discretion Framework which it applies when assessing
bonus and long-term incentive plan outcomes. As with all Board/Committee decisions (in line with section 172) we also reflect on the experience
of all our stakeholders throughout the course of the plan periods.
What is the formulaic result following consideration of the existing underpins?
What is the single figure outcome?
Committee to consider year-on-year change and whether this mirrors the trend in performance
How does the outcome compare with wider shareholder experience?
Committee to consider Total Shareholder Return in both relative and absolute terms over a number of different periods
How does the outcome compare with overall Company performance?
Consider performance against other KPIs, for example
ROIC and EVA
Sales
Profit growth
Sustainability
Culture
Conduct
Health and safety
Systems and control
Culture and conduct
Are there any external headwinds or tailwinds which need to be considered?
Are there any other events that should be factored in?
Other events could be reputational/risk related or a change of accounting standards
As an additional reference point, are the bonus and PSP outcomes consistent?
Input from others?
Draw on input from other Committees as well as other management teams including HR, Legal, Internal Audit and Risk
Consider shareholder response to results
The Committee may also want to reflect on how the market is likely to respond to the preliminary results
Compare with historical use of discretion
Does the outcome appear reasonable/fair, or should an adjustment be considered?
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Annual Report and Accounts 2021 89
Remuneration Report (continued)
4. Reward in the wider employee context
Workforce engagement
Engagement with the workforce is an area in which we continue to make progress. In addition to continuing with established workforce engagement
channels (pulse surveys and a dedicated email address for employees to contact the Chair of the Committee), in 2021, the Chair of the
Remuneration Committee attended virtual listening groups where employees discussed and shared their thoughts on executive remuneration and
reward in the wider business. As 2022 will be the year that we consider our Remuneration Policy, with any changes adopted in 2023, we plan to
engage the workforce more widely through pulse surveys and further listening groups with the Chair of the Remuneration Committee. A summary
of engagement activities undertaken to date is as follows:
Reward principles
Our reward principles, which were developed and approved during 2019, guide the way we recognise and remunerate all
our global employees. These principles focus on total reward including intangible rewards and were strongly influenced by
the results of our previous Global Employee Survey. These have been shared across the organisation.
Employee pulse
surveys
In 2021, a small number of pulse surveys covering a range of topics, including COVID-19 and resulting changes to the
workplace, were undertaken and findings were shared with the Board as well as management to help guide decisions.
Listening groups
For 2022 a new series of pulse surveys covering culture and reward will be issued.
During 2021, Helena Ganczakowski, Chair of the Remuneration Committee, held listening groups across a cross-section
of employees in Asia, the Americas and Western Europe. Helena presented on the role of the Board and the Remuneration
Committee and also shared an overview of the Elements of Reward at Croda and feedback on the Global Reward pulse
survey conducted in 2020. The sessions were greatly appreciated by those who attended, with a number of participants
noting that they had limited knowledge of the Board and Remuneration Committee before the session.
The Chair of the Board and other Non-Executive Directors also attended listening groups throughout the year. Anita Frew
held listening groups to better understand how employees were feeling on a range of different topics, including strategy,
culture, recognition, and value. These listening groups also focused on employees’ wellbeing at Croda and what additional
support the Board could offer. Roberto Cirillo presented listening groups on Board responsibilities to a cross section of
employees in Italian.
Dedicated email to
Chair of Committee
A dedicated email address has been established for employees to send comments or questions to the Chair of the
Remuneration Committee.
Overview of pay and
policy decisions
Committee members are updated annually on global employees’ terms and conditions and are made aware of any
significant changes to policies and other pay-related matters.
How our Remuneration Policy relates to reward in the wider employee context
When making decisions about executive remuneration the Committee considers the pay and reward structures across the business. Annually, the
Group Human Resources Director provides the Committee with a review of workforce remuneration, and the Committee is updated periodically on
any feedback received on remuneration practices across the Group.
One of the principles of Croda’s culture is to drive ‘One Croda’, therefore, many of the remuneration structures that apply to Executives also apply
further in the global organisation, as set out in the table below. The key difference between the policy for Executive Directors compared to other
employees is that remuneration for Executive Directors is more heavily weighted towards variable pay and share ownership.
Remuneration element Who participates?
Details
Base pay
All employees
Pay is set in line with the market and closely monitored. Any comparator group used as a
reference point is country and/or industry specific.
Annual bonus
Free Share Plan
We pay a ‘Living Wage’ globally.
Executive Directors, Executive
Committee, senior leaders
and senior managers
(c. 510 employees globally)
Consistent senior annual Bonus Plan aligned to increase in annual profit.
Operates on a tiered basis from 150% of salary to 20% of salary across the most senior
global grades. Deferral applies for Executive Directors and members of the Executive
Committee.
All other employees
Local schemes apply in many locations.
All employees who do not
participate in the senior annual
Bonus Plan
(c. 5,150 employees globally)
New for 2021, an award of free shares or the cash equivalent if the senior annual Bonus
Plan pays out. For 2021 this will be 10 shares or the cash equivalent.
Performance Share Plan Executive Directors,
Consistent PSP based on EPS, TSR and sustainability metrics, including NPP.
Executive Committee and
senior leaders
(c. 66 employees globally)
Operates on a tiered basis from 225% of salary to 30% of salary across the most senior
global grades.
Restricted Share Plan
Selected employees generally
not eligible for PSP
Discretionary awards can be granted annually to selected employees to reward exemplary
performance.
All employee share plans1 All employees
Pension (UK only)2
All employees
Employees can participate in our global Sharesave Scheme, subject to qualifying service,
allowing everyone to save monthly and purchase discounted shares.
Defined benefit plan based on career average salary plus 20% cash supplement paid for
salaries above the cap or to employees who are tax limited and have opted out of the
pension scheme.
1. Sharesave or similar schemes are provided where local social security laws allow.
2. Other pension arrangements, aligned to local practice and legislation, are available in many of our locations.
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Remuneration Report (continued)
4. Reward in the wider employee context
Workforce engagement
Engagement with the workforce is an area in which we continue to make progress. In addition to continuing with established workforce engagement
channels (pulse surveys and a dedicated email address for employees to contact the Chair of the Committee), in 2021, the Chair of the
Remuneration Committee attended virtual listening groups where employees discussed and shared their thoughts on executive remuneration and
reward in the wider business. As 2022 will be the year that we consider our Remuneration Policy, with any changes adopted in 2023, we plan to
engage the workforce more widely through pulse surveys and further listening groups with the Chair of the Remuneration Committee. A summary
of engagement activities undertaken to date is as follows:
Reward principles
Our reward principles, which were developed and approved during 2019, guide the way we recognise and remunerate all
our global employees. These principles focus on total reward including intangible rewards and were strongly influenced by
the results of our previous Global Employee Survey. These have been shared across the organisation.
Employee pulse
In 2021, a small number of pulse surveys covering a range of topics, including COVID-19 and resulting changes to the
surveys
workplace, were undertaken and findings were shared with the Board as well as management to help guide decisions.
Listening groups
During 2021, Helena Ganczakowski, Chair of the Remuneration Committee, held listening groups across a cross-section
For 2022 a new series of pulse surveys covering culture and reward will be issued.
of employees in Asia, the Americas and Western Europe. Helena presented on the role of the Board and the Remuneration
Committee and also shared an overview of the Elements of Reward at Croda and feedback on the Global Reward pulse
survey conducted in 2020. The sessions were greatly appreciated by those who attended, with a number of participants
noting that they had limited knowledge of the Board and Remuneration Committee before the session.
The Chair of the Board and other Non-Executive Directors also attended listening groups throughout the year. Anita Frew
held listening groups to better understand how employees were feeling on a range of different topics, including strategy,
culture, recognition, and value. These listening groups also focused on employees’ wellbeing at Croda and what additional
support the Board could offer. Roberto Cirillo presented listening groups on Board responsibilities to a cross section of
employees in Italian.
Dedicated email to
Chair of Committee
Remuneration Committee.
A dedicated email address has been established for employees to send comments or questions to the Chair of the
Overview of pay and
Committee members are updated annually on global employees’ terms and conditions and are made aware of any
policy decisions
significant changes to policies and other pay-related matters.
How our Remuneration Policy relates to reward in the wider employee context
When making decisions about executive remuneration the Committee considers the pay and reward structures across the business. Annually, the
Group Human Resources Director provides the Committee with a review of workforce remuneration, and the Committee is updated periodically on
any feedback received on remuneration practices across the Group.
One of the principles of Croda’s culture is to drive ‘One Croda’, therefore, many of the remuneration structures that apply to Executives also apply
further in the global organisation, as set out in the table below. The key difference between the policy for Executive Directors compared to other
employees is that remuneration for Executive Directors is more heavily weighted towards variable pay and share ownership.
Remuneration element Who participates?
Details
Base pay
All employees
Pay is set in line with the market and closely monitored. Any comparator group used as a
reference point is country and/or industry specific.
We pay a ‘Living Wage’ globally.
Annual bonus
Executive Directors, Executive
Consistent senior annual Bonus Plan aligned to increase in annual profit.
Committee, senior leaders
and senior managers
Operates on a tiered basis from 150% of salary to 20% of salary across the most senior
global grades. Deferral applies for Executive Directors and members of the Executive
(c. 510 employees globally)
Committee.
All other employees
Local schemes apply in many locations.
Free Share Plan
All employees who do not
New for 2021, an award of free shares or the cash equivalent if the senior annual Bonus
participate in the senior annual
Plan pays out. For 2021 this will be 10 shares or the cash equivalent.
5. Sharing success across the business
The Committee believes in sharing success across the business and extending share ownership more widely across our employee base.
This is promoted through the operation of a new ‘Free Share Plan’ and a number of all-employee share schemes.
Free Share Plan
Croda is proud to announce that in 2021 we launched the ‘Free Share Plan’. Under this new plan, all employees globally who are not eligible for the
senior annual Bonus Plan will be gifted Croda shares (or the cash equivalent) if the senior annual Bonus Plan pays out. Unlike other elements of
remuneration this award is not set as a multiple of salary, instead it rewards all eligible employees at the same value.
The Free Share Plan was developed in response to findings from the Global Reward Survey in 2020 and aims to share success more widely across
the business and encourage share ownership.
As the senior annual Bonus Plan paid out for 2021, all eligible employees will receive 10 Croda shares (or the cash equivalent) in April 2022 under
the Free Share Plan. The value of the award is determined by the share price at vesting and based on the recent share price will be in the region of
£706 (based on a share price of £70.60 on 18 February 2022).
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All-employee share schemes
Workforce participation in these plans has remained consistently strong and is driven by our culture of employees feeling a strong loyalty
to the business.
UK
Overseas
100
83%
83%
84%
85%
84%
59%
61%
63%
60%
57%
90
80
70
60
50
40
30
20
10
0
2017
2018
2019
2020
2021
Croda’s strong share price performance has led to the all-employee share schemes being a strong benefit for employees.
Example value of the 2018 Sharesave Scheme
The 2018 Sharesave Scheme which was granted in September 2018 at a share price of 4144p could be exercised from November 2021. The
price of Croda shares on the settlement date in November 2021 was 9438.2p, meaning employees could have made a potential return of c.128%
on their savings. For example, an employee saving £50 a month would have made a profit in excess of £2,258.
Performance Share Plan Executive Directors,
Consistent PSP based on EPS, TSR and sustainability metrics, including NPP.
£1,800
£2,258
Operates on a tiered basis from 225% of salary to 30% of salary across the most senior
Restricted Share Plan
Selected employees generally
Discretionary awards can be granted annually to selected employees to reward exemplary
Total amount saved by employee over the three-year period
Return as a result of share price appreciation
£0
£500
£1,000
£1,500
£2,000
£2,500
£3,000
£3,500
£4,000
£4,500
Bonus Plan
(c. 5,150 employees globally)
Executive Committee and
senior leaders
(c. 66 employees globally)
global grades.
not eligible for PSP
performance.
All employee share plans1 All employees
Employees can participate in our global Sharesave Scheme, subject to qualifying service,
allowing everyone to save monthly and purchase discounted shares.
Pension (UK only)2
All employees
Defined benefit plan based on career average salary plus 20% cash supplement paid for
salaries above the cap or to employees who are tax limited and have opted out of the
pension scheme.
1. Sharesave or similar schemes are provided where local social security laws allow.
2. Other pension arrangements, aligned to local practice and legislation, are available in many of our locations.
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Annual Report and Accounts 2021 91
Remuneration Report (continued)
Living Wage
We were pleased to announce in 2018 that we gained accreditation in the UK as a Living Wage Employer from the Living Wage Foundation.
In 2022, we will continue to ensure that all our UK employees and regular contractors are paid at, or above, the rates advised by the Living
Wage Foundation.
N E T W O R K
In addition, the business continues to pursue its Global Living Wage target, one of our sustainability KPIs linked to the UN SDGs. In 2020 we forged
a partnership with the Fair Wage Network (FWN) to establish, using an independent and economically rigorous methodology, Living Wage levels
across the world. In 2021, we compared our global wage levels to Living Wage comparators provided by the FWN and made all necessary
adjustments to ensure that all our employees are now paid a Living Wage at a minimum.
We have established processes to ensure that Living Wage levels are reviewed annually and the necessary adjustments to wages are made in order
to continue paying a Living Wage to all employees.
In addition, we will also begin to plan for and progress towards our commitment of paying a Living Wage to all regularly employed contractors
globally by the end of 2022.
More than just pay
Our employees and our culture remain central to the continued success of Croda. Croda has been resilient in its response to COVID-19 and during
the pandemic the wellbeing and safety of our employees has been and continues to be a key priority.
In addition, we continue to enhance our range of other workforce initiatives, including:
• We continued with the rollout of our online recognition programme, Croda Stars, in North America and Latin America. An online recognition
programme, Kudos! was also launched in Asia. All programmes have been positively received by employees.
• We are proud of the training and development that we provide for employees and have set a target of ensuring all employees receive at least one
week of training a year by the end of 2025. In 2021, our employees undertook over 93,000 hours of training with the average number of hours an
employee completed being 16 hours.
• We relaunched and redesigned our core company development programmes for senior leaders and future leaders with our values at their heart.
• We launched a new inclusion based global leadership programme, Phoenix Rising, and a series of leadership webinars on diversity & inclusive
leadership.
• We recorded over 100 wellbeing activities which took place in 2021. We also extended Employee Assistance Programmes in many of our countries.
6. Promoting diversity & inclusion
As a business with innovation at its heart, diversity of thought and ideas is critical to our long-term success and we are committed to encouraging
and promoting all types of diversity within our organisation. We have established a global Diversity & Inclusion Steering Committee plus a number of
regional and country committees designed to discuss and promote diversity & inclusion.
At the beginning of 2021, we published a Board diversity & inclusion policy and communicated our commitment to greater diversity within our
business. Julie Kim was appointed as a new member of the Board in 2021 and Nawal Ouzren joined the Board in February 2022. These two
appointments mean we have fulfilled our commitment to meeting the requirements of the Parker Review on ethnic diversity as well as also achieving
full gender balance on the Board.
In 2021 we ran a global diversity survey to collect wider diversity data in the organisation. All data was collected in good faith, in line with local laws
and legal restrictions, including data privacy regulations. The data will be used to influence future work and is the first step in being able to report on
our ethnicity pay gap. For further information on this please refer to page 37.
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Remuneration Report (continued)
Living Wage
Wage Foundation.
We were pleased to announce in 2018 that we gained accreditation in the UK as a Living Wage Employer from the Living Wage Foundation.
In 2022, we will continue to ensure that all our UK employees and regular contractors are paid at, or above, the rates advised by the Living
7. Other disclosures
UK gender pay gap
The table below shows a summary of the gender pay gap for UK employees of Croda Europe Ltd:
N E T W O R K
Mean pay gap
Median pay gap
Mean bonus gap
Median bonus gap*
2018
27.68%
23.10%
63.05%
33.26%
2019
27.06%
23.90%
67.08%
33.36%
2020
18.72%
19.22%
64.36%
0%
2021
17.70%
21.11%
62.58%
0%
* The senior annual Bonus Plan and Croda Europe Discretionary Bonus Scheme did not pay out for 2019 (payable in 2020) or 2020 (payable in 2021). A small number
of employees received a sales bonus but the median bonus for both female and male employees was zero giving a median bonus gap of 0%.
We are confident that our gender pay gap is not an equal pay issue but is a result of a lack of female representation across our business at senior
levels and particularly in production roles which represent the bulk of the workforce between the 25th and 75th percentile. Addressing this issue will
require a long-term approach but we have already begun work to increase the number of females working in production and in senior positions.
The number of women in leadership positions is now 36%. We are also pleased to report that we have 43 women working as process operators
across 13 of our sites globally.
Over 2020 and 2021 only 40% of hires and promotions to leadership positions were female. At this rate we will not meet our 2030 target to achieve
gender balance across our leadership. Therefore, we have included a ‘People Positive’ target in our 2022 PSP. This target relates to the gender
balance of appointments and promotions to our most senior grades.
Other actions taken to address the gender pay gap include:
Our employees and our culture remain central to the continued success of Croda. Croda has been resilient in its response to COVID-19 and during
• Ensuring we have a balanced shortlist for all positions that we are recruiting for; we have a target of achieving balanced shortlists for 80% of roles
by 2023.
• Further improving our talent and succession planning processes to help identify and nurture talent early in their career.
• Finding ways to reduce shift work (especially night work) and to examine the feasibility of part-time and job share arrangements in our production
facilities.
• Changing the way we advertise production roles to ensure we reach a diverse population.
• Improving family-friendly policies; in 2019 we introduced a new Global Parental Leave Policy and in 2020 we launched new Flexible Working
guidance. All locations have implemented this and have local policies in place.
• We relaunched and redesigned our core company development programmes for senior leaders and future leaders with our values at their heart.
• Continuing to invest in our STEM activities to encourage a wide range of applicants to apply for roles in our business.
• We launched a new inclusion based global leadership programme, Phoenix Rising, and a series of leadership webinars on diversity & inclusive
More information is available on the Croda website.
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UK CEO pay ratio
The table below sets out the ratio of the CEO’s ‘single figure’ total remuneration to the 25th, 50th and 75th percentile full-time equivalent total
remuneration of the Company’s UK employees. The pay ratios are calculated on a Group-wide basis by reference to UK employees only.
Under the regulations, there are three methodologies that companies can choose to report their pay ratio, known as Option A, B and C. For 2021
we have chosen to continue to use the Government’s preferred option, Option A. Using this methodology, we have determined the full-time
equivalent total remuneration for all UK employees and have ranked this data to identify employees whose remuneration places them at the 25th, 50th
and 75th percentile. The pay ratios are then calculated by comparing total remuneration for these three employees against our CEO ‘single figure’
total remuneration.
FY 2021
FY 2020*
FY 2019
FY 2018**
Methodology
A
A
A
C
25th percentile
132:1
48:1
57:1
85:1
50th percentile
96:1
37:1
44:1
67:1
75th percentile
80:1
31:1
37:1
57:1
1. Calculations for the workforce exclude severance pay, notice pay, SIP repayments, fractional share payments, SAR payments and relocation expenses.
2. The calculations for the workforce exclude the value of the defined benefit pension plan due to the difficulty of calculating these figures for our complex historical
pension arrangements.
3. Excludes Non-Executive Directors, contractors and employees who left during the relevant year.
4. New starters, part-time employees and employees on long-term sick and maternity are included; their salary has been amended to reflect a full-time and full-year
salary.
* The ratio for 2020 has been restated to reflect the updated CEO ‘single figure’ total remuneration for 2020. This was due to the 2020 PSP award being updated to
reflect the actual share price at vesting.
** The CEO pay ratio for 2018 was calculated using Option C, which enabled us to calculate, on an indicative basis, the total remuneration packages of three individual
UK employees at the 25th, 50th and 75th percentile. Option C was used in 2018 because the full administrative process to enable us to calculate the equivalent total
remuneration for UK employees was not in place.
In addition, the business continues to pursue its Global Living Wage target, one of our sustainability KPIs linked to the UN SDGs. In 2020 we forged
a partnership with the Fair Wage Network (FWN) to establish, using an independent and economically rigorous methodology, Living Wage levels
across the world. In 2021, we compared our global wage levels to Living Wage comparators provided by the FWN and made all necessary
adjustments to ensure that all our employees are now paid a Living Wage at a minimum.
We have established processes to ensure that Living Wage levels are reviewed annually and the necessary adjustments to wages are made in order
to continue paying a Living Wage to all employees.
In addition, we will also begin to plan for and progress towards our commitment of paying a Living Wage to all regularly employed contractors
globally by the end of 2022.
More than just pay
the pandemic the wellbeing and safety of our employees has been and continues to be a key priority.
In addition, we continue to enhance our range of other workforce initiatives, including:
• We continued with the rollout of our online recognition programme, Croda Stars, in North America and Latin America. An online recognition
programme, Kudos! was also launched in Asia. All programmes have been positively received by employees.
• We are proud of the training and development that we provide for employees and have set a target of ensuring all employees receive at least one
week of training a year by the end of 2025. In 2021, our employees undertook over 93,000 hours of training with the average number of hours an
employee completed being 16 hours.
leadership.
6. Promoting diversity & inclusion
• We recorded over 100 wellbeing activities which took place in 2021. We also extended Employee Assistance Programmes in many of our countries.
As a business with innovation at its heart, diversity of thought and ideas is critical to our long-term success and we are committed to encouraging
and promoting all types of diversity within our organisation. We have established a global Diversity & Inclusion Steering Committee plus a number of
regional and country committees designed to discuss and promote diversity & inclusion.
At the beginning of 2021, we published a Board diversity & inclusion policy and communicated our commitment to greater diversity within our
business. Julie Kim was appointed as a new member of the Board in 2021 and Nawal Ouzren joined the Board in February 2022. These two
appointments mean we have fulfilled our commitment to meeting the requirements of the Parker Review on ethnic diversity as well as also achieving
full gender balance on the Board.
In 2021 we ran a global diversity survey to collect wider diversity data in the organisation. All data was collected in good faith, in line with local laws
and legal restrictions, including data privacy regulations. The data will be used to influence future work and is the first step in being able to report on
our ethnicity pay gap. For further information on this please refer to page 37.
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Remuneration Report (continued)
The CEO pay ratio is calculated based on the total remuneration payable to the CEO, which could include payments under the senior annual Bonus
Plan and PSP. The outcomes of these elements are directly linked to performance, with the value of the PSP also incorporating share price growth.
It is therefore expected that the ratios will fluctuate significantly year-on-year to reflect Croda’s performance. In respect of the 2021 figures, as this
has been an outstanding year for performance both the senior annual Bonus Plan and PSP have paid out at high levels. As the senior annual Bonus
Plan did not pay out last year this represents a large increase in remuneration for the CEO; the PSP has also paid out at a higher level, from 40% in
2020 to 97.4% in 2021.
Employee total remuneration
75th percentile
50th percentile
25th percentile
Actual base
salary 2021
£48,904
£30,603
£27,865
Total remuneration
2021
£55,440
£46,050
£33,654
We believe that our CEO pay ratio is consistent with our pay, reward and progression policies. The sharing of success has been a strong theme in
2021 and although the CEO pay ratios have widened, employees have also benefitted from a strong performing year. The newly launched ‘Free
Share Plan’ will pay out for 2021, rewarding our most junior employees proportionally the most, annual bonus plans will pay out globally and we
awarded over double the amount of RSP awards compared to previous years.
8. Remuneration Committee year ended 31 December 2021
Responsibilities
The Committee determines and agrees with the Board the Company’s Remuneration Policy and framework, which should:
• Support the Company’s strategy and promote long-term sustainable success; and
• Ensure that the senior management of the Company are provided with appropriate incentives to encourage enhanced performance and are, in a
fair and responsible manner, rewarded for their individual contributions to the success of the Company.
The Committee also determines the remuneration packages for all Executive Directors, members of the Executive Committee, including the
Company Secretary, and the Chair of the Board and recommends and monitors the level and structure of remuneration for senior managers.
Key responsibilities
Key focus areas
Detailed responsibilities are set out in the Committee’s terms of reference, which can be
found at croda.com/en-gb/investors/governance/boardcommittees/remuneration-
committee.
A summary is provided below:
Remuneration outcomes for 2020 and approach
for 2021:
• Remuneration outcomes for 2020, including vesting
of 2018 PSP awards
• Determine and agree with the Board the framework or broad policy for the remuneration
• Establishing the senior annual Bonus Plan and PSP
of the Company’s Chair, the Group Chief Executive, the Executive Directors, the
Company Secretary and other members of senior management
targets for 2021
• Granting of 2021 PSP awards and Restricted
• In determining such policy, take into account factors which it deems necessary, including
relevant legal and regulatory requirements, the provisions and recommendations of the
UK Corporate Governance Code and associated guidance
• Review workforce remuneration and related policies and the alignment of incentives and
rewards with culture, taking these into account when setting the Remuneration Policy for
Directors
• Feedback to the Board on workforce reward, incentives and conditions in support of the
Board’s monitoring of whether the workforce policies and practices of the Company are
aligned with its Purpose, values and strategy
• Review the ongoing appropriateness and relevance of the Remuneration Policy
• Establish the selection criteria, select, appoint and set the terms of reference for any
remuneration consultants who advise the Committee and obtain reliable, up-to-date
information about remuneration in other companies
• Oversee any major changes in employee benefits structures throughout the Group.
Share Plan awards
Wider workforce:
• Introduction of Free Share Plan
• Feedback from employee listening groups attended
by the Remuneration Committee Chair
• Annual review of wider workforce remuneration
Remuneration approach for 2022:
• Review of latest market and governance
developments
• Consideration of approach for 2022, including new
sustainability targets
• Approval of salary increase for the CEO and Group
Finance Director effective 1 January 2022
• Approval of Chair fee increase effective 1 January
2022
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The CEO pay ratio is calculated based on the total remuneration payable to the CEO, which could include payments under the senior annual Bonus
Plan and PSP. The outcomes of these elements are directly linked to performance, with the value of the PSP also incorporating share price growth.
It is therefore expected that the ratios will fluctuate significantly year-on-year to reflect Croda’s performance. In respect of the 2021 figures, as this
has been an outstanding year for performance both the senior annual Bonus Plan and PSP have paid out at high levels. As the senior annual Bonus
Plan did not pay out last year this represents a large increase in remuneration for the CEO; the PSP has also paid out at a higher level, from 40% in
9. Executive Directors’ remuneration for the year ending 31 December 2022
Key component
Implementation in 2022
Basic salary
Executive Directors’ base salaries were reviewed during the final quarter of the financial year ended 31 December 2021.
Salaries for 2022 are as follows:
Steve Foots
Jez Maiden
Commentary
Salary at Jan 2022
Salary at Jan 2021
£716,457
£494,108
£682,340
£470,579
% Increase
5%
5%
• For 2022, the general salary increase set for the UK
workforce is 5%, with additional funds available to
address specific market issues.
• The Committee considered the salaries of the Executive
Directors in the context of the UK workforce increases, low
positioning against market benchmarks, Croda’s overall strong
performance and the strong performance of the Executive
Directors, and concluded that the 2022 salary increase for
Executive Directors should be in line with that of the UK
workforce.
Other benefits Other benefits such as company cars or car allowances, fuel allowance and health benefits are made available to Executive
Performance-
related Annual
Bonus Plan
Directors.
Steve Foots 150% of salary
Jez Maiden 125% of salary
The targets for the awards are set out below:
Level of award
Threshold
Maximum
*Bonusable Profit
% of bonus payable
Equivalent to 2021 actual
0%
2021 actual plus 10%
100%
* Bonusable Profit is the growth in underlying profitability (defined for bonus purposes as Group EBITDA for continuing operations before
exceptional items and any charges or credits under IFRS 2 Share-based Payments) less a notional interest charge on working capital employed
during the year. Target is measured after providing for the cost of bonuses on a constant currency basis. For 2022, considering the unique
nature of the business, the profit from our lipid system sales for our principal COVID-19 vaccine contract, will be excluded from the Bonusable
Profit calculation.
Commentary
• No change to maximum award levels or performance
measures from last year.
• Malus and clawback provisions apply.
• One third of any bonus paid will be deferred into shares for a
• When determining bonus outcomes, the Committee
three-year period.
applies the Discretion Framework which includes a range
of factors, see page 89.
• The Committee remains comfortable that the structure of
• Full retrospective disclosure of targets and actual performance
against these will be made in next year’s Annual Report on
Remuneration.
the senior annual Bonus Plan does not encourage
inappropriate risk-taking and that the mandatory deferral
of one third of bonus into shares provides clear alignment
with shareholders and fosters a longer-term link between
annual performance and reward.
• The Committee considers the targets set for 2022 to be at
least as demanding as in previous years and were set after
taking due account of the Company’s commercial
circumstances and inflationary expectations.
Remuneration Report (continued)
2020 to 97.4% in 2021.
Employee total remuneration
75th percentile
50th percentile
25th percentile
Actual base
salary 2021
£48,904
£30,603
£27,865
Total remuneration
2021
£55,440
£46,050
£33,654
We believe that our CEO pay ratio is consistent with our pay, reward and progression policies. The sharing of success has been a strong theme in
2021 and although the CEO pay ratios have widened, employees have also benefitted from a strong performing year. The newly launched ‘Free
Share Plan’ will pay out for 2021, rewarding our most junior employees proportionally the most, annual bonus plans will pay out globally and we
awarded over double the amount of RSP awards compared to previous years.
8. Remuneration Committee year ended 31 December 2021
Responsibilities
The Committee determines and agrees with the Board the Company’s Remuneration Policy and framework, which should:
• Support the Company’s strategy and promote long-term sustainable success; and
• Ensure that the senior management of the Company are provided with appropriate incentives to encourage enhanced performance and are, in a
fair and responsible manner, rewarded for their individual contributions to the success of the Company.
The Committee also determines the remuneration packages for all Executive Directors, members of the Executive Committee, including the
Company Secretary, and the Chair of the Board and recommends and monitors the level and structure of remuneration for senior managers.
Key responsibilities
Key focus areas
Detailed responsibilities are set out in the Committee’s terms of reference, which can be
Remuneration outcomes for 2020 and approach
found at croda.com/en-gb/investors/governance/boardcommittees/remuneration-
for 2021:
committee.
A summary is provided below:
• Remuneration outcomes for 2020, including vesting
of 2018 PSP awards
• Determine and agree with the Board the framework or broad policy for the remuneration
• Establishing the senior annual Bonus Plan and PSP
of the Company’s Chair, the Group Chief Executive, the Executive Directors, the
targets for 2021
Company Secretary and other members of senior management
• Granting of 2021 PSP awards and Restricted
• In determining such policy, take into account factors which it deems necessary, including
relevant legal and regulatory requirements, the provisions and recommendations of the
Share Plan awards
Wider workforce:
UK Corporate Governance Code and associated guidance
• Review workforce remuneration and related policies and the alignment of incentives and
rewards with culture, taking these into account when setting the Remuneration Policy for
Directors
• Feedback to the Board on workforce reward, incentives and conditions in support of the
Board’s monitoring of whether the workforce policies and practices of the Company are
aligned with its Purpose, values and strategy
• Review the ongoing appropriateness and relevance of the Remuneration Policy
developments
• Establish the selection criteria, select, appoint and set the terms of reference for any
remuneration consultants who advise the Committee and obtain reliable, up-to-date
information about remuneration in other companies
• Oversee any major changes in employee benefits structures throughout the Group.
• Introduction of Free Share Plan
• Feedback from employee listening groups attended
by the Remuneration Committee Chair
• Annual review of wider workforce remuneration
Remuneration approach for 2022:
• Review of latest market and governance
• Consideration of approach for 2022, including new
sustainability targets
• Approval of salary increase for the CEO and Group
Finance Director effective 1 January 2022
• Approval of Chair fee increase effective 1 January
2022
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Annual Report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021 95
Remuneration Report (continued)
Performance
share plan
Steve Foots 225% of salary
Jez Maiden 175% of salary
The targets for the awards are set out below:
Performance measure (weighting)
Threshold vesting
Maximum vesting
EPS1 (35%)
TSR2 (35%)
Sustainability
metrics (30%)
5% p.a.
Median
11% p.a.
Upper quartile
• NPP (15%) – NPP sales to grow at twice the rate of non-NPP, subject to overall positive Group profit growth
and a minimum average of 3% NPP growth per year (25% vesting), with payments being made on a sliding
scale up to 5% growth per year (maximum vesting).
• ‘Climate Positive’ (7.5%) – a reduction target specifically aimed at Scope 1 and 2 emissions and aligned with
our external commitment to achieve a Science Based Target (SBT) in line with a 1.5°C pathway. Over the
three-year PSP performance period the target is a 25.2% reduction compared to a 2018 baseline3 with any
award paid in defined ranges between:
• a reduction of 25.2% and above would result in maximum vesting
• a reduction of 21% would result in 50% vesting, with no vesting below this.
• ‘People Positive’ (7.5%) – a target aimed at increasing the number of women in leadership positions, aligned to
our gender balance ambition. Over the three-year performance period the target is to appoint or promote
women in more than 50% of available leadership roles with any award paid in defined ranges between:
• 55% or above leadership roles hired being filled by women would result in maximum vesting
• 40% of leadership roles being filled by women would result in 25% vesting, with no vesting below this.
An EVA underpin applies across the whole PSP award, such that vesting is subject to satisfactory EVA performance in the
performance period, as determined by the Committee.
1. EPS growth p.a. is calculated on a simple average basis over the
three-year period and therefore growth of 33% or more over
three years is required for maximum vesting.
2. TSR peer group constituents: AzkoNobel, Albermarle, Ashland, BASF,
Clariant, Koninklijke DSM, Eastman Chemicals, Elementis, Evonik Industries,
Givaudan, Johnson Matthey, Kemira, Lanxess, Novozymes, Solvay, Symrise,
Synthomer, Victrex.
3. 2018 baseline of 208,992 MTCO2e has been independently verified by
Avieco. As of 2021 a reduction of 12.7% has been achieved.
Commentary
• No changes to maximum award levels from
last year.
• No change to the balance of sustainability metrics
from last year. NPP and sustainability targets
remain equally weighted at 15% of the total PSP.
Sustainability targets aligned to key 2030
sustainability ambitions.
• Revision to the EVA underpin to a more discretionary basis, taking into
account the changes to the capital allocation strategy following the
divestment of the majority of the PTIC businesses.
• When assessing outcomes, the Committee applies the Discretion
Framework which considers, for example, the management of ROIC,
health and safety and sales growth and may adjust awards if it considers
appropriate.
• Performance period 1 January 2022 to
31 December 2024.
• An additional two-year holding period will apply for any shares vesting.
• Malus and clawback provisions apply.
Pension
20% of salary as pension supplement aligned to UK workforce.
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Remuneration Report (continued)
Performance
Steve Foots 225% of salary
Jez Maiden 175% of salary
share plan
The targets for the awards are set out below:
Performance measure (weighting)
Threshold vesting
Maximum vesting
EPS1 (35%)
TSR2 (35%)
5% p.a.
Median
11% p.a.
Upper quartile
Sustainability
• NPP (15%) – NPP sales to grow at twice the rate of non-NPP, subject to overall positive Group profit growth
metrics (30%)
and a minimum average of 3% NPP growth per year (25% vesting), with payments being made on a sliding
scale up to 5% growth per year (maximum vesting).
• ‘Climate Positive’ (7.5%) – a reduction target specifically aimed at Scope 1 and 2 emissions and aligned with
our external commitment to achieve a Science Based Target (SBT) in line with a 1.5°C pathway. Over the
three-year PSP performance period the target is a 25.2% reduction compared to a 2018 baseline3 with any
award paid in defined ranges between:
• a reduction of 25.2% and above would result in maximum vesting
• a reduction of 21% would result in 50% vesting, with no vesting below this.
• ‘People Positive’ (7.5%) – a target aimed at increasing the number of women in leadership positions, aligned to
our gender balance ambition. Over the three-year performance period the target is to appoint or promote
women in more than 50% of available leadership roles with any award paid in defined ranges between:
• 55% or above leadership roles hired being filled by women would result in maximum vesting
• 40% of leadership roles being filled by women would result in 25% vesting, with no vesting below this.
An EVA underpin applies across the whole PSP award, such that vesting is subject to satisfactory EVA performance in the
performance period, as determined by the Committee.
1. EPS growth p.a. is calculated on a simple average basis over the
2. TSR peer group constituents: AzkoNobel, Albermarle, Ashland, BASF,
three-year period and therefore growth of 33% or more over
Clariant, Koninklijke DSM, Eastman Chemicals, Elementis, Evonik Industries,
three years is required for maximum vesting.
Givaudan, Johnson Matthey, Kemira, Lanxess, Novozymes, Solvay, Symrise,
Synthomer, Victrex.
3. 2018 baseline of 208,992 MTCO2e has been independently verified by
Avieco. As of 2021 a reduction of 12.7% has been achieved.
Commentary
last year.
• No changes to maximum award levels from
• Revision to the EVA underpin to a more discretionary basis, taking into
account the changes to the capital allocation strategy following the
• No change to the balance of sustainability metrics
divestment of the majority of the PTIC businesses.
from last year. NPP and sustainability targets
• When assessing outcomes, the Committee applies the Discretion
remain equally weighted at 15% of the total PSP.
Framework which considers, for example, the management of ROIC,
Sustainability targets aligned to key 2030
health and safety and sales growth and may adjust awards if it considers
sustainability ambitions.
appropriate.
• Performance period 1 January 2022 to
• An additional two-year holding period will apply for any shares vesting.
31 December 2024.
• Malus and clawback provisions apply.
Pension
20% of salary as pension supplement aligned to UK workforce.
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Annual Report and Accounts 2021
D. Directors’ remuneration for the year ended 31 December 2021 – Audited information
In this section
1. Directors’ remuneration for the year ended 31 December 2021
2. Pension
3. Payments for cessation of office
4. Payments to past Directors
5. Share interests
6. Performance graph
7. Ten-year remuneration figures for Group Chief Executive
8. Board Chair and other Non-Executive Directors’ fees 2021
and 2022
9. Non-Executive Directors’ remuneration
10. Service contracts and outside interests
11. Remuneration Committee attendance and advisers
12. Other disclosures
13. Statement of voting
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1. Directors’ remuneration for the year ended 31 December 2021
Elements of remuneration
Executive Directors’ remuneration
Executive Director
Steve Foots
Jez Maiden
Salaries
Benefits1
Pension supplement2
Pension3
Total fixed pay
Annual bonus
Long-term incentives4A-B
Other5
Total variable pay
Single total figure of remuneration
2021
£682,340
£24,939
£136,218
£417
£843,914
£1,023,510
£2,556,242
£3,618
£3,583,370
£4,427,284
2020
£675,584
£33,642
£130,992
£7,500
£847,718
–
£692,540
£3,119
£695,659
£1,543,377
2021
£470,579
£20,126
£94,116
–
£584,821
£588,224
£1,322,175
£3,975
£1,914,374
£2,499,195
2020
£465,920
£20,117
£93,184
–
£579,221
–
£358,215
£1,830
£360,045
£939,266
1. Benefits include benefit-in-kind for company car or cash allowance, benefit-in-kind for private medical insurance and private fuel allowance.
2. This represents the 20% of salary supplement. For January 2021 the supplement for Steve Foots was only in relation to benefits provided above
the salary pension cap.
3. For defined benefit pensions the amount included is the additional value accrued during the year, calculated using HMRC’s methodology for
the purposes of income tax using a multiplier of 20. This methodology can result in year-on-year fluctuations due to underlying inflation inputs.
In 2020, the calculation methodology was amended to align the revaluation rate that is applied to value Steve Foots’ Croda Pension Scheme
benefits to the inflation rate that is allowed for within the calculation of the disclosable benefit. This reduces the level of volatility in the calculated
figure from year to year. Steve Foots was only an active member of the Croda Pension Scheme for one month in 2021.
4. A. The PSP awards granted in March 2019 reached the end of their performance period on 31 December 2021. The awards will vest at 97.4%
of maximum (see page 98). The values included in the table above are based on the three-month average price to 31 December 2021 of 9545.7p.
Of these values, £1,266,031 and £654,834 is attributable to share price growth for Steve Foots and Jez Maiden, respectively. These values will be
updated in next year’s Annual Report based on the share price at vesting which will take place on 14 March 2022.
B. The PSP award included in the 2020 single figure (the 2018-20 PSP award) has been updated to reflect the actual share price at vesting
of 6205p. Of these values, £178,130 and £92,137 is attributable to share price growth for Steve Foots and Jez Maiden, respectively.
5. Represents the value received in the year from participation in all-employee share schemes. Steve Foots and Jez Maiden received 24 and
23 matching shares respectively as part of the Share Incentive Plan (SIP) with a transaction value of £1,823 and £1,742. Steve Foots and
Jez Maiden also participated in the 2021 Sharesave Scheme and were granted 98 and 122 shares respectively at a discounted rate of 7327p.
The share price on the date of grant was 9158p representing a 20% discount.
Annual bonus
The annual bonus for Executive Directors in 2021 was calculated by reference to the amount by which the profit for the year exceeded the profit
for 2020 (the ‘Bonusable Profit’). Bonuses for 2021 are payable against a graduated scale once the Bonusable Profit exceeds the base profit with
bonus targets set, and performance measured, based on constant currency actual exchange rates. Considering the unique nature of the business,
the profit from our lipid system sales for our principal COVID-19 vaccine contract contract, has been excluded from the Bonusable Profit calculation.
In line with our usual practice, profit contributions from in-year acquisitions (e.g. Parfex and Alban Muller) are excluded from the calculation to ensure
a like-for-like comparison with the base year.
Executive Director
Bonusable Profit
Threshold target
£384.8m
Maximum target
£423.3m
Actual
£477.5m
Bonus outcome
(% of maximum)
100%
The Remuneration Committee has discretion to reduce (including to zero) the amount of any payment under the scheme if it considers the safety,
health or environment (SHE) performance is in serious non-compliance with the Croda SHE policy statement document of minimum standards.
In addition, the Committee can also reduce any payment (including to zero) if it considers the underlying business performance of the Company is
not sufficient to support the payment of any bonus. The Committee also applies the Discretion Framework, a rigorous framework for the application
of judgement and discretion, when reviewing awards (see page 89).
The Committee used the Discretion Framework to satisfy itself that performance was robust and sustainable. The Committee therefore determined
that 100% of the senior annual Bonus Plan was payable.
One third of the bonus payable will be deferred into shares for three years.
Croda International Plc
Annual Report and Accounts 2021 97
Remuneration Report (continued)
PSP
PSP awards vesting in March 2022
The PSP awards granted in March 2019 reached the end of their three-year performance period on 31 December 2021.
Measure
Relative TSR versus
bespoke peer group1
Adjusted annual
average EPS growth
over three years2
NPP
Weighting
40%
40%
20%
Threshold
Median
(50th percentile)
Maximum
Upper quartile
(75th percentile)
Actual performance
89.4
percentile
Out-turn
(% of max element)
100%
11% p.a.
5% p.a.
Target vesting for NPP sales growth to be at
least twice non-NPP sales, subject to a
minimum average of 5% growth per year and
overall positive Group profit growth.
10.5% p.a.
93.5%
3.8x
Total out-turn
100%
97.4%
1. TSR peer group constituents: AkzoNobel, Albemarle, Arkema, Ashland, BASF, Clariant, Koninklijke DSM, Eastman Chemicals, Elementis, Evonik Industries, Givaudan,
Johnson Matthey, Kemira, Lanxess, Novozymes, Solvay, Symrise, Synthomer, Victrex.
2. EPS growth p.a. is calculated on a simple average basis over the three-year period; and therefore growth of 33% or more over three years is required for maximum vesting.
As well as considering the EPS, TSR and NPP targets, under the rules of the PSP, the Remuneration Committee is obliged to consider the
underlying performance of the Company over the performance period, which it did using the Discretion Framework on page 89. On review, the
Committee considered the outcome of the PSP consistent with overall Company performance over the three-year performance period.
The forecast vesting value of the awards made in March 2019, subject to the above performance targets, is included in the 2021 single figure table
on page 97. Any shares vesting will be subject to a two-year holding period.
Gains made on exercise of share options and PSP
The gains are calculated according to the market price of Croda International Plc ordinary shares on the date of exercise, although the shares may
have been retained.
Executive Director
Steve Foots
Jez Maiden
Exercise date
15 Mar-21
15 Mar-21
22 Mar-21
01 Nov-21
09 Mar-20
09 Mar-20
15 Mar-21
15 Mar-21
01 Nov-21
09 Mar-20
09 Mar-20
Shares exercised
11,161
5,581
174
173
19,616
7,593
5,773
3,207
217
10,146
4,187
Scheme
PSP
DBSP
Sharesave
Sharesave
PSP
DBSP
PSP
DBSP
Sharesave
PSP
DBSP
Exercise price
0
0
3092p
4144p
0
0
0
0
4144p
0
0
Market price
6205p
6205p
6257p
9432p
4259p
4259p
6205p
6205p
9432p
4259p
4259p
Gain (before tax)
£692,540
£346,301
£5,507
£9,148
£835,445
£323,386
£358,215
£198,994
£11,475
£432,118
£178,324
PSP awards granted in 2021
The PSP awards granted on 24 March 2021 were as follows:
Executive Director
Steve Foots
Jez Maiden
Number of PSP
shares awarded
24,422
13,100
Basis of award
granted (% of salary)
225%
175%
Face/maximum value of
awards at grant date1
£1,535,240
£823,505
% of award vesting
at threshold (maximum)
25% (100%)
25% (100%)
Performance period
01.01.21 – 31.12.23
01.01.21 – 31.12.23
1. Face value/maximum value is calculated based on a share price of 6286.3p, being the average mid-market share price of the three dealing days prior to the date of grant.
The 2021 PSP awards are subject to a performance condition which is split into three parts: 35% EPS, 35% TSR, and 30% sustainability metrics,
including NPP. Performance targets were disclosed in full last year, see page 90 of our Annual Report and Accounts 2020. Vesting will take place
on a sliding scale. An EVA underpin applies across the entire award, also detailed on page 90 of our Annual Report and Accounts 2020.
Any shares vesting will be subject to a two-year holding period.
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Remuneration Report (continued)
PSP
PSP awards vesting in March 2022
Measure
Weighting
Relative TSR versus
bespoke peer group1
40%
Adjusted annual
average EPS growth
The PSP awards granted in March 2019 reached the end of their three-year performance period on 31 December 2021.
Threshold
Median
(50th percentile)
Maximum
Upper quartile
(75th percentile)
89.4
percentile
Actual performance
(% of max element)
Out-turn
100%
over three years2
40%
5% p.a.
11% p.a.
10.5% p.a.
93.5%
Target vesting for NPP sales growth to be at
least twice non-NPP sales, subject to a
minimum average of 5% growth per year and
NPP
20%
overall positive Group profit growth.
3.8x
Total out-turn
100%
97.4%
1. TSR peer group constituents: AkzoNobel, Albemarle, Arkema, Ashland, BASF, Clariant, Koninklijke DSM, Eastman Chemicals, Elementis, Evonik Industries, Givaudan,
Johnson Matthey, Kemira, Lanxess, Novozymes, Solvay, Symrise, Synthomer, Victrex.
2. EPS growth p.a. is calculated on a simple average basis over the three-year period; and therefore growth of 33% or more over three years is required for maximum vesting.
As well as considering the EPS, TSR and NPP targets, under the rules of the PSP, the Remuneration Committee is obliged to consider the
underlying performance of the Company over the performance period, which it did using the Discretion Framework on page 89. On review, the
Committee considered the outcome of the PSP consistent with overall Company performance over the three-year performance period.
The forecast vesting value of the awards made in March 2019, subject to the above performance targets, is included in the 2021 single figure table
on page 97. Any shares vesting will be subject to a two-year holding period.
Gains made on exercise of share options and PSP
The gains are calculated according to the market price of Croda International Plc ordinary shares on the date of exercise, although the shares may
have been retained.
Executive Director
Steve Foots
Jez Maiden
Exercise date
Shares exercised
Exercise price
Market price
Gain (before tax)
15 Mar-21
15 Mar-21
22 Mar-21
01 Nov-21
09 Mar-20
09 Mar-20
15 Mar-21
15 Mar-21
01 Nov-21
09 Mar-20
09 Mar-20
11,161
5,581
174
173
19,616
7,593
5,773
3,207
217
10,146
4,187
Scheme
PSP
DBSP
Sharesave
Sharesave
PSP
DBSP
PSP
DBSP
PSP
DBSP
3092p
4144p
0
0
0
0
0
0
0
0
6205p
6205p
6257p
9432p
4259p
4259p
6205p
6205p
9432p
4259p
4259p
£692,540
£346,301
£5,507
£9,148
£835,445
£323,386
£358,215
£198,994
£11,475
£432,118
£178,324
Sharesave
4144p
PSP awards granted in 2021
The PSP awards granted on 24 March 2021 were as follows:
Executive Director
Steve Foots
Jez Maiden
Number of PSP
shares awarded
24,422
13,100
Basis of award
Face/maximum value of
% of award vesting
granted (% of salary)
awards at grant date1
at threshold (maximum)
Performance period
225%
175%
£1,535,240
£823,505
25% (100%)
01.01.21 – 31.12.23
25% (100%)
01.01.21 – 31.12.23
1. Face value/maximum value is calculated based on a share price of 6286.3p, being the average mid-market share price of the three dealing days prior to the date of grant.
The 2021 PSP awards are subject to a performance condition which is split into three parts: 35% EPS, 35% TSR, and 30% sustainability metrics,
including NPP. Performance targets were disclosed in full last year, see page 90 of our Annual Report and Accounts 2020. Vesting will take place
on a sliding scale. An EVA underpin applies across the entire award, also detailed on page 90 of our Annual Report and Accounts 2020.
Any shares vesting will be subject to a two-year holding period.
All-employee share plans
Executive Directors are invited to participate in the HMRC tax-approved UK Sharesave Scheme and the Croda Share Incentive Plan (SIP) in line with,
and on the same terms as, the wider UK workforce.
SIP
Details of shares purchased and awarded to Executive Directors under the SIP are shown in the table below. A brief description of the SIP is set out
in note 23 on page 156.
Executive Director
Steve Foots
Jez Maiden*
SIP shares held
01.01.21
5,794
429
Partnership shares
acquired in year
24
23
Matching shares
awarded in year
24
23
Total shares
31.12.21*
5,842
481
SIP shares that
became unrestricted
in the year
78
103
Total unrestricted
SIP shares held
at 31.12.21
5,540
107
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There have been no changes in the interests of any Director between 31 December 2021 and the date of this report, except for the purchase of 4
SIP shares and the award of 4 matching shares by Steve Foots and Jez Maiden during January and February 2022.
* Jez Maiden also had six additional shares acquired through the Dividend Reinvestment Plan.
Sharesave
Details of awards made under the UK Sharesave Scheme are set out below:
Date of grant
Steve Foots
13 September 2017
27 September 2018
12 September 2019
10 September 2020
16 September 2021
Jez Maiden
27 September 2018
12 September 2019
16 September 2021
Earliest
exercise date
Expiry date
Face value*
Exercise
price
Number at
01.01.21
Granted
in year
Exercised in
the year
Number at
31.12.21
01 November 2020
01 November 2021
01 November 2022
01 November 2023
01 November 2024
30 April 2021
30 April 2022
30 April 2023
30 April 2024
30 April 2025
£6,725
£8,960
£6,723
£6,724
£8,975
01 November 2021
01 November 2022
01 November 2024
30 April 2022
30 April 2023
30 April 2025
£11,238
£11,206
£11,173
3092p
4144p
3898p
4804p
7327p
4144p
3898p
7327p
174
173
138
112
–
597
217
230
–
447
–
–
–
–
98
98
–
–
122
122
174
173
–
–
–
347
217
–
–
217
–
–
138
112
98
348
–
230
122
352
During 2021, the highest mid-market price of the Company’s shares was 10365p and the lowest was 6095p. The year-end closing price was
10120p. The year-end mid-market price was 10045p.
* Face value is calculated using the market value on the day before the date of grant, multiplied by the number of shares awarded.
2. Pension
The pension rights that accrued during the year in line with the policy on such benefits as set out in the Policy Report were as follows:
Executive Director
Steve Foots
Jez Maiden
Normal retirement date
under the CPS
14 September 2033
N/A
Total accrued pension
at 31.12.21 (p.a.)
£128,740
–
Single remuneration
pension figure 2021
£136,635
£94,116
Single remuneration
pension figure 2020
£138,492
£93,184
* Steve Foots was only an active member of the Croda Pension Scheme for one month in 2021.
Single remuneration
pension figure 2021
excluding supplement
£417*
–
Note: Members of the Croda Pension Scheme (CPS) have the option to pay voluntary contributions. Neither the contributions nor the resulting
benefits are included in this table. During 2021, Steve Foots was paid £136,218 (2020: £130,992) and Jez Maiden was paid £94,116
(2020: £93,184) in addition to their basic salary to enable them to make independent provision for their retirement.
Croda has a number of different pension plans in the countries in which we operate. Pension entitlements for Executive Directors are tailored to local
market practice, length of service and the participant’s age. In 2016, a Career Average Revalued Earnings (CARE) scheme was introduced with a
cap applied to pension benefits; at this time the cap was set at £65,000. The cap is increased each year in line with inflation, and from April 2022
will be £72,966. Employees who earn in excess of the pension cap or who cannot be members of the plan due to tax limitations receive a pension
supplement. For Executive Directors this supplement is up to 20% of salary in line with the wider UK workforce.
Steve Foots’ pension provision
Steve Foots accrued pension benefits under the CPS up to 31 January 2021 with a CARE accrual rate of 1/60th and an entitlement to retire at age
60. From 6 April 2011 onwards, pension benefits accruing were based on a capped salary. This cap was £187,500 until April 2014 at which point it
reduced to £150,000, and due to annual allowance regulations and changes to the pension scheme, reduced to £37,500 in April 2016 (reduced
from the scheme cap of £65,650 due to annual allowance regulations) and reduced again in April 2020 to £15,000 following new annual allowance
regulations. If Steve Foots retires before the age of 60, a reduction will be applied to the element of his pension accrued before 6 April 2006, unless
he is retiring at the Company’s request. In the event of death, a pension equal to two thirds of the Director’s pension would become payable to the
surviving spouse. Steve Foots’ pension in payment is guaranteed to increase in line with the rate of inflation up to a maximum of 10% per annum for
benefits accrued before 6 April 2006, and in line with inflation up to a maximum of 2.5% per annum for benefits accrued from 6 April 2006 onwards.
Steve Foots is entitled to death-in-service benefits from an Excepted Life Policy. Steve Foots elected to opt out of the Croda Pension Scheme from
31 January 2021 and therefore only now receives a pension supplement of 20% of salary. For January 2021 he also received a pension supplement
at 20% of salary above his personal pension benefit cap in line with the wider UK workforce.
Jez Maiden’s pension provision
Jez Maiden has elected not to join the Croda Pension Scheme and was therefore paid a pension supplement of 20% of salary in 2021. He is entitled
to death-in-service benefits from an Excepted Life Policy.
98
Croda International Plc
Annual Report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021 99
Remuneration Report (continued)
3. Payments for cessation of office
There were no payments for loss of office during the year under review.
4. Payments to past Directors
There were no payments to past Directors during the year under review.
5. Share interests
The interests of the Directors who held office at 31 December 2021 are set out in the table below:
Executive Director
Steve Foots
Jez Maiden
Non-Executive Director
Roberto Cirillo
Jacqui Ferguson
Anita Frew
Helena Ganczakowski
Keith Layden
John Ramsay
Julie Kim*
Legally owned1
SIP
31.12.20
31.12.21
PSP
(unvested)
DBSP
(unvested)
Sharesave
(unvested)
Restricted Unrestricted
% of salary held
under
shareholding
guideline
Total
31.12.21
163,912
27,167
173,115
21,106
83,449
44,235
2,526
1,449
348
352
302
374
5,540
107
265,280 >225% target
67,623 >175% target
–
76
9,425
361
80,314
2,000
–
–
76
9,425
361
60,339
2,000
60
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
76
9,425
361
60,339
2,000
60
–
–
–
–
–
–
–
* Julie Kim appointed 1 September 2021, holding on appointment Nil.
1. Including connected persons.
Post-employment shareholding guidelines also apply for two years after leaving employment. These are set at 100% of the in-employment guideline
for the first year after leaving employment, tapering to 0% by the end of year two. This policy applies to shares from awards that vest in 2020 and
beyond. The Committee is implementing structures to ensure that post-employment shareholding guidelines are adhered to, by the placing of
restrictions on the sale of shares via our third-party share plan administrator.
6. Performance graph (unaudited information)
Ten year Total Shareholder Return chart
Croda International
FTSE 100
FTSE 250
FTSE 350
700
600
500
400
300
200
100
0
Dec
2011
Dec
2012
Dec
2013
Dec
2014
Dec
2015
Dec
2016
Dec
2017
Dec
2018
Dec
2019
Dec
2020
Dec
2021
Source: Thomson Reuters Datastream
100
Croda International Plc
Annual Report and Accounts 2021
D
i
r
e
c
t
o
r
s
’
r
e
p
o
r
t
0%
0%
0%
2017
2019
2014
2012
2015
2018
2016
20201
28%
100%
76.38%
78.36%
36.19%
2013
1,364,048 1,427,156
0%
Total remuneration (£)
Annual bonus (%)
Long-term incentives
vesting (%)
100%
81.8%
0%
0%
43%
100%
100%
56.2%
40%
97.4%
2021
769,414 1,374,046 2,404,441 3,570,251 3,311,700 1,693,242 1,543,377 4,427,284
100%
7. Ten year remuneration figures for Group Chief Executive (unaudited information)
The total remuneration figure includes the annual bonus and long-term incentive awards which vested based on performance in those years. The
annual bonus and long-term incentive award percentages show the payout for each year as a percentage of the maximum.
Remuneration Report (continued)
3. Payments for cessation of office
There were no payments for loss of office during the year under review.
4. Payments to past Directors
There were no payments to past Directors during the year under review.
5. Share interests
The interests of the Directors who held office at 31 December 2021 are set out in the table below:
Legally owned1
31.12.20
31.12.21
(unvested)
(unvested)
Restricted Unrestricted
31.12.21
guideline
PSP
DBSP
Sharesave
(unvested)
% of salary held
under
Total
shareholding
Executive Director
Steve Foots
Jez Maiden
Non-Executive Director
Roberto Cirillo
Jacqui Ferguson
Anita Frew
Helena Ganczakowski
Keith Layden
John Ramsay
Julie Kim*
163,912
173,115
27,167
21,106
83,449
44,235
2,526
1,449
348
352
302
374
5,540
107
265,280 >225% target
67,623 >175% target
–
76
9,425
361
80,314
2,000
–
–
76
9,425
361
60,339
2,000
60
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
76
9,425
361
60,339
2,000
60
–
–
–
–
–
–
–
SIP
–
–
–
–
–
–
–
* Julie Kim appointed 1 September 2021, holding on appointment Nil.
1. Including connected persons.
Post-employment shareholding guidelines also apply for two years after leaving employment. These are set at 100% of the in-employment guideline
for the first year after leaving employment, tapering to 0% by the end of year two. This policy applies to shares from awards that vest in 2020 and
beyond. The Committee is implementing structures to ensure that post-employment shareholding guidelines are adhered to, by the placing of
restrictions on the sale of shares via our third-party share plan administrator.
6. Performance graph (unaudited information)
Ten year Total Shareholder Return chart
Croda International
FTSE 100
FTSE 250
FTSE 350
700
600
500
400
300
200
100
0
Dec
2011
Source: Thomson Reuters Datastream
Dec
2012
Dec
2013
Dec
2014
Dec
2015
Dec
2016
Dec
2017
Dec
2018
Dec
2019
Dec
2020
Dec
2021
1. The 2020 total remuneration figure has been updated to reflect the value of the 2020 PSP award at vesting.
8. Board Chair and other Non-Executive Directors’ fees 2021 and 2022 (unaudited information)
The fees paid to the Non-Executive Directors (including chairing of Committees) and to the Senior Independent Director were reviewed in December
2021 and increased by 5%, in line with the UK workforce. These changes took effect from 1 January 2022. The revised fee structure for the Board
Chair and other Non-Executive Directors for 2022 is detailed below.
Position
Board Chair (all-inclusive fee)
Non-Executive Director base fee
Additional fees
Senior Independent Director
Committee Chairs (Audit and Remuneration)
2021 fee
£
303,909
63,872
10,611
15,453
2022 fee
£
319,104
67,066
11,142
16,226
9. Non-Executive Directors’ remuneration
The remuneration of Non-Executive Directors for the year ended 31 December 2021 payable by Group companies is detailed below; this table
reflects actual payments in 2021.
Anita Frew
Alan Ferguson2
Helena Ganczakowski3
Jacqui Ferguson
Roberto Cirillo
Keith Layden
John Ramsay3,4
Julie Kim5, 6
Non-Executive
Director fees
£
303,909
300,900
–
28,084
89,937
85,789
63,873
63,240
63,873
63,240
63,873
63,240
79,326
73,793
–
–
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
Benefits1
£
11
–
–
–
456
–
169
–
903
–
89
–
794
–
11,142
–
Total
£
303,920
300,900
–
28,084
90,393
85,789
64,042
63,240
64,776
63,240
63,962
63,240
80,120
73,793
11,142
–
1. The benefits relate to Directors undertaking business travel on behalf of Croda and ensuring the Directors are not out of pocket for related tax.
2. Alan Ferguson retired on 23 April 2020. His fees were pro-rated accordingly.
3. Following Alan Ferguson’s retirement, Helena Ganczakowski was appointed as the Senior Independent Director and John Ramsay was appointed as the Chair of the
Audit Committee. Their fees were pro-rated accordingly.
4. John Ramsay was appointed to the Board on 1 January 2020.
5. Julie Kim was appointed to the Board on 1 September 2021 and has voluntarily decided to waive her fees.
6. The benefits figure for Julie Kim relates to the undertaking of long-haul business travel and ensuring she is not out of pocket for the related tax.
100
Croda International Plc
Annual Report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021 101
Remuneration Report (continued)
Non-Executive Directors’ appointment
The effective dates of the letters of appointment for the Board Chair and each Non-Executive Director who served during 2021 are shown in the
table below:
Non-Executive Director
Anita Frew
Roberto Cirillo
Jacqui Ferguson
Helena Ganczakowski
Keith Layden
John Ramsay
Julie Kim
Original appointment date
Expiry date of current term
05 March 2015
26 April 2018
05 March 2023
26 April 2024
01 September 2018
01 September 2024
01 February 2014
01 May 2017
01 January 2020
31 January 2023
01 May 2023
01 January 2023
01 September 2021
01 September 2024
10. Service contracts and outside interests (unaudited information)
The Executive Directors have service contracts as follows:
Executive Director
Contract date
Termination provision
Steve Foots
Jez Maiden
16 September 2010
09 October 2014
by the Company 12 months, by the Director 6 months
by the Company 12 months, by the Director 6 months
External directorships
Executive Directors are permitted to accept external appointments with the prior approval of the Board. It is normal practice for Executive Directors
to retain fees provided for Non-Executive Director roles. Neither Executive Director held any external directorships during 2021.
11. Remuneration Committee attendance and advisers (unaudited information)
The following Directors served as members of the Committee during 2021:
• Helena Ganczakowski (Chair)
• Roberto Cirillo
• Jacqui Ferguson
• John Ramsay
• Julie Kim (From 01 September 2021)
See page 72 for details of attendance at meetings during the year.
In addition, the Committee invites individuals to attend meetings to ensure that decisions are informed and take account of pay and conditions in the
wider Group. During 2021, invitees included other Directors and employees of the Group and the Committee’s advisers (see page 103), including
Anita Frew (Company Chair), Steve Foots (Group Chief Executive), Jez Maiden (Group Finance Director), Keith Layden (Non-Executive Director),
Tracy Sheedy (Group HR Director), Tom Brophy (Group General Counsel and Company Secretary) and Caroline Farbridge (Deputy Company Secretary).
Attendees at Committee meetings are excluded from discussions that determine their own remuneration.
102
Croda International Plc
Annual Report and Accounts 2021
The effective dates of the letters of appointment for the Board Chair and each Non-Executive Director who served during 2021 are shown in the
Remuneration Report (continued)
Non-Executive Directors’ appointment
table below:
Non-Executive Director
Anita Frew
Roberto Cirillo
Jacqui Ferguson
Helena Ganczakowski
Keith Layden
John Ramsay
Julie Kim
Original appointment date
Expiry date of current term
01 September 2018
01 September 2024
05 March 2015
26 April 2018
01 February 2014
01 May 2017
01 January 2020
05 March 2023
26 April 2024
31 January 2023
01 May 2023
01 January 2023
01 September 2021
01 September 2024
10. Service contracts and outside interests (unaudited information)
The Executive Directors have service contracts as follows:
Executive Director
Contract date
Termination provision
Steve Foots
Jez Maiden
16 September 2010
09 October 2014
External directorships
by the Company 12 months, by the Director 6 months
by the Company 12 months, by the Director 6 months
11. Remuneration Committee attendance and advisers (unaudited information)
The following Directors served as members of the Committee during 2021:
• Helena Ganczakowski (Chair)
• Roberto Cirillo
• Jacqui Ferguson
• John Ramsay
• Julie Kim (From 01 September 2021)
See page 72 for details of attendance at meetings during the year.
In addition, the Committee invites individuals to attend meetings to ensure that decisions are informed and take account of pay and conditions in the
wider Group. During 2021, invitees included other Directors and employees of the Group and the Committee’s advisers (see page 103), including
Anita Frew (Company Chair), Steve Foots (Group Chief Executive), Jez Maiden (Group Finance Director), Keith Layden (Non-Executive Director),
Tracy Sheedy (Group HR Director), Tom Brophy (Group General Counsel and Company Secretary) and Caroline Farbridge (Deputy Company Secretary).
Attendees at Committee meetings are excluded from discussions that determine their own remuneration.
Summary of Remuneration Committee meetings
January 2021
Approved Chair fee increase for 2021
Reviewed the draft Directors’ Remuneration Report
Considered shareholder feedback on executive remuneration arrangements ahead of implementation in 2021
February 2021
Reviewed the draft Directors’ Remuneration Report
Considered the sustainability targets for 2021 PSP awards
Approved the calculation of the 2020 senior annual Bonus Plan award
Approved the senior annual Bonus Plan targets for 2021
Approved the vesting outcome for the 2018 PSP awards
Approved the PSP targets for 2021 and the grant of PSP awards for 2021
Approved the vesting of the 2018 Restricted Share Plan awards and the grant of Restricted Share Plan awards for 2021
Reviewed feedback from employee listening groups attended by the Remuneration Committee Chair
Approved the introduction of the Free Share Plan
Reviewed Executive Committee salary increases
Reviewed the update on ABI headroom limits as they apply to the business
Reviewed share ownership guidelines
Reviewed the Committee’s Terms of Reference
D
i
r
e
c
t
o
r
s
’
r
e
p
o
r
t
Executive Directors are permitted to accept external appointments with the prior approval of the Board. It is normal practice for Executive Directors
to retain fees provided for Non-Executive Director roles. Neither Executive Director held any external directorships during 2021.
April 2021
Reviewed shareholder feedback on Directors’ Remuneration Report
Considered the mechanism for enforcement of the post-employment shareholding guideline
Reviewed an update on PSP sustainability targets
Reviewed the rules of the Free Share Plan and timeline for grant
Gave authority for UK employees to join the UK Sharesave Scheme and non-UK employees to join the International
Sharesave Scheme
November 2021
Considered mechanism for enforcement of the post-employment shareholding guideline
Agreed dividend enhancement to the Deferred Bonus Share Plan
Considered Free Share Plan accounting treatment
Reviewed forecast outcomes for 2021
Considered and reviewed remuneration trends
Reviewed quality assessment process for 2020 sustainability targets
Reviewed workforce remuneration
Agreed dividend enhancement to the Deferred Bonus Share Plan
Gave authority for the execution of actions in relation to the 2018 Sharesave maturity
Approved amendments to International Sharesave Plan rules
December 2021
Reviewed initial draft of the Chair’s letter for inclusion in the Directors’ Remuneration Report
Reviewed proposed targets for the 2022 senior annual Bonus Plan and PSP award
Approved salary increases for Chief Executive and Executive Committee
Considered and reviewed proposed treatment of incentives for employees transferring out of the business following the
sale of the majority of the PTIC businesses
Considered the Committee’s effectiveness review
Remuneration Committee advisers (unaudited information)
Deloitte LLP were retained as the appointed adviser to the Committee for the whole of 2021 having been appointed in October 2017, following a
tender and selection process led by the Chair and including Committee members. As well as providing advice in relation to Executive remuneration
and Non-Executive fees, Deloitte LLP also provide advice to the Group in relation to global employer services, global business tax services, indirect
tax and M&A. Deloitte LLP is a signatory to the Remuneration Consultants Group Code of Conduct. The lead engagement partner has no other
connection with the Company or individual Directors. The total fees paid to Deloitte LLP for its services during the year in relation to Executive
remuneration and Non-Executive fees were £36,650 (excluding VAT). The Committee regularly reviews the external adviser’s relationship and is
comfortable that the advice it is receiving remains objective and independent.
102
Croda International Plc
Annual Report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021 103
Remuneration Report (continued)
12. Other disclosures (unaudited information)
Percentage change in remuneration levels
The following chart shows the movement in salary/fees, benefits and annual bonus for each of the Group’s Directors between the current and
previous financial year compared with that of the average employee of the Group’s parent Company. The movement for the average UK employee is
also provided for additional reference given the small number of employees employed by the Group parent Company.
Average employee of the Group’s parent Company5
Average UK employee5
Executive Directors
Steve Foots
Jez Maiden
Non-Executive Directors
Anita Frew
Roberto Cirillo
Alan Ferguson6
Jacqui Ferguson
Helena Ganczakowski7
Keith Layden
John Ramsay7,8
Julie Kim9
% change in
salary / fees1
-5.12%
3.66%
0.68%
3.43%
% change in
benefits2
-25.04%
-0.06%
-8.63%
-3.27%
% change in
bonus3,4
–
0.00%
–
27.96%
1.00%
2.00%
1.00%
2.00%
1.00%
2.00%
1.00%
2.00%
-100.00%
-67.83%
1.00%
2.00%
4.84%
11.41%
1.00%
2.00%
7.50%
–
–
–
-25.87%
0.50%
0.04%
2.29%
–
-100.00%
–
-100.00%
–
-100.00%
–
-100.00%
–
-100.00%
–
-100.00%
–
–
–
–
–
0.00%
–
0.00%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
1. Employees of the Group’s parent Company and UK employees received a 1% pay increase in 2021; an additional 1% increase was awarded to the majority of the UK
workforce in July 2021, excluding all Board Directors and those in our most senior grades. Executive Directors and Non-Executive Directors received a 1% pay
increase. The % decrease in the salary of the Average employee of the Group’s parent Company relates to an increase in headcount of the Group’s parent Company.
This increase in headcount of more junior employees has driven the average salary down.
2. The benefits for Non-Executive Directors relate to the undertaking of business travel on behalf of Croda and ensuring the Directors are not out of pocket for related tax.
No taxable business travel expenses were claimed by Non-Executive Directors in 2020 due to the COVID-19 pandemic and therefore there are no comparable figures
to give a % change in 2021. To see the actual value of benefits for Non-Executive Directors in 2021 please see page 101.
3. For 2021, the senior annual Bonus Plan and Croda Europe Discretionary Board Scheme both paid out in full. These schemes however did not pay out for 2019 or
2020 and therefore there is no comparable figure to give a % change in 2021 for Executive Directors or the Average employee of the Group’s parent Company. In
respect of the Average UK employee, the % change in 2020 relates to a small number of employees who received a sales bonus. As the senior annual Bonus Plan and
Croda Europe Discretionary Bonus Scheme paid out in full for 2021, the actual amount received by the average UK employee is significantly higher and as such the %
change would be misleading.
4. Bonus including annual bonus, DBSP and sales bonus.
5. Excluding Executive Directors and Non-Executive Directors.
6. Alan Ferguson retired on 23 April 2020.
7. In 2020 following Alan Ferguson’s retirement, Helena Ganczakowski was appointed as the Senior Independent Director and John Ramsay was appointed as the
Chair of the Audit Committee. Their fees were pro-rated accordingly.
8. John Ramsay was appointed to the Board on 1 January 2020 and therefore has no comparable remuneration figures for 2019.
9. Julie Kim appointed to the Board 1 September 2021 and therefore has no comparable remuneration figures for 2020.
104
Croda International Plc
Annual Report and Accounts 2021
Remuneration Report (continued)
12. Other disclosures (unaudited information)
Percentage change in remuneration levels
Average employee of the Group’s parent Company5
Average UK employee5
Executive Directors
Steve Foots
Jez Maiden
Non-Executive Directors
Anita Frew
Roberto Cirillo
Alan Ferguson6
Jacqui Ferguson
Helena Ganczakowski7
Keith Layden
John Ramsay7,8
Julie Kim9
% change in
salary / fees1
-5.12%
3.66%
0.68%
3.43%
-100.00%
-67.83%
1.00%
2.00%
1.00%
2.00%
1.00%
2.00%
1.00%
2.00%
1.00%
2.00%
4.84%
1.00%
2.00%
7.50%
–
–
–
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
2020
benefits2
-25.04%
-0.06%
-8.63%
-3.27%
-25.87%
0.50%
0.04%
2.29%
-100.00%
-100.00%
-100.00%
-100.00%
-100.00%
–
–
–
–
–
–
–
–
–
–
11.41%
-100.00%
bonus3,4
0.00%
27.96%
0.00%
0.00%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1. Employees of the Group’s parent Company and UK employees received a 1% pay increase in 2021; an additional 1% increase was awarded to the majority of the UK
workforce in July 2021, excluding all Board Directors and those in our most senior grades. Executive Directors and Non-Executive Directors received a 1% pay
increase. The % decrease in the salary of the Average employee of the Group’s parent Company relates to an increase in headcount of the Group’s parent Company.
This increase in headcount of more junior employees has driven the average salary down.
2. The benefits for Non-Executive Directors relate to the undertaking of business travel on behalf of Croda and ensuring the Directors are not out of pocket for related tax.
No taxable business travel expenses were claimed by Non-Executive Directors in 2020 due to the COVID-19 pandemic and therefore there are no comparable figures
to give a % change in 2021. To see the actual value of benefits for Non-Executive Directors in 2021 please see page 101.
3. For 2021, the senior annual Bonus Plan and Croda Europe Discretionary Board Scheme both paid out in full. These schemes however did not pay out for 2019 or
2020 and therefore there is no comparable figure to give a % change in 2021 for Executive Directors or the Average employee of the Group’s parent Company. In
respect of the Average UK employee, the % change in 2020 relates to a small number of employees who received a sales bonus. As the senior annual Bonus Plan and
Croda Europe Discretionary Bonus Scheme paid out in full for 2021, the actual amount received by the average UK employee is significantly higher and as such the %
change would be misleading.
4. Bonus including annual bonus, DBSP and sales bonus.
5. Excluding Executive Directors and Non-Executive Directors.
6. Alan Ferguson retired on 23 April 2020.
Relative importance of the spend on pay
The chart below shows the movement in spend on staff costs versus that in dividends and adjusted profit after tax.
Headline
The following chart shows the movement in salary/fees, benefits and annual bonus for each of the Group’s Directors between the current and
previous financial year compared with that of the average employee of the Group’s parent Company. The movement for the average UK employee is
also provided for additional reference given the small number of employees employed by the Group parent Company.
2021
2020
% change in
% change in
Employee
remuneration
cost1
Dividends2
Adjusted profit
after tax3
£370.6m
D
i
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e
c
t
o
r
s
’
r
e
p
o
r
t
£281.9m
£139.5m
£122.7m
£350.8m
£228.2m
0
50
100
150
200
£m
250
300
350
400
1. Employee remuneration costs, as stated in the notes to the Group accounts on page 138. These comprise all amounts charged against profit in respect of employee
remuneration for the relevant financial year, less redundancy costs and share-based payments, both of which can vary significantly from year to year.
2. Dividends are the amounts payable in respect of the relevant financial year.
3. Adjusted profit after tax is profit for the relevant year adjusted for exceptional items, acquisition costs, amortisation of intangible assets arising on acquisition and the
tax thereon.
13. Statement of voting (unaudited information)
Votes cast in favour
Votes cast against
Total votes cast
Withheld
Remuneration Policy 2020 AGM
Annual Report on
Remuneration 2021 AGM
number of votes
97,230,580
2,445,834
99,676,414
152,926
% of votes
97.55%
2.45%
100%
number of votes
109,189,937
1,306,221
110,496,158
16,449
% of votes
98.82%
1.18%
100%
I will be available at the AGM to respond to any questions shareholders may raise on the Committee’s activities.
On behalf of the Board
Helena Ganczakowski
Chair of the Remuneration Committee
7. In 2020 following Alan Ferguson’s retirement, Helena Ganczakowski was appointed as the Senior Independent Director and John Ramsay was appointed as the
28 February 2022
Chair of the Audit Committee. Their fees were pro-rated accordingly.
8. John Ramsay was appointed to the Board on 1 January 2020 and therefore has no comparable remuneration figures for 2019.
9. Julie Kim appointed to the Board 1 September 2021 and therefore has no comparable remuneration figures for 2020.
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Annual Report and Accounts 2021 105
Remuneration Report (continued)
E. Summary of the Remuneration Policy
An updated Remuneration Policy was presented and approved by shareholders at the 2020 AGM. It is intended that this will operate until the AGM
in 2023. The full Remuneration Policy can be found on pages 77 to 83 of our Annual Report & Accounts 2019.
Main components of the Remuneration Policy
Operation
Maximum opportunity
Basic salary – to assist in the recruitment and retention of high-calibre Executives
Framework used to assess performance and
for the recovery of sums paid
Normally reviewed annually with increases
effective from 1 January. Base salaries will be
set by the Committee, considering:
• Salaries may be increased each
year in percentage of salary
terms.
• The Committee considers individual salaries taking due
account of the relevant factors set out in this Policy,
which includes individual performance.
• The performance and experience of the
individual concerned
• Any change in scope, role and/or
responsibilities
• Pay and employment conditions elsewhere
in the Group
• Rates of inflation and market-wide wage
increases across international locations
• The geographical location of the Executive
Director
• Rates of pay in international manufacturing
and pan-sector companies of a comparable
size and complexity.
• The Committee will be guided by
the salary increase budget set in
each region and across the
workforce generally.
• Increases beyond those linked
to the region of the Executive
Director or the workforce as a
whole (in percentage of salary
terms) may be awarded by the
Committee at its discretion. For
example, where there is a change
in responsibility, experience or a
significant increase in the scale of
the role and/or size, value or
complexity of the Group.
• The Committee retains the
flexibility to set the salary of a
new hire at a discount to the
market level initially, and to
implement a series of planned
increases in subsequent years,
in order to bring the salary to the
desired positioning, subject to
individual performance.
Benefits – to provide competitive benefits to act as a retention mechanism and reward service
• The cost of benefits is not
None.
pre-determined and may vary
from year to year based on the
cost to the Group.
The Group typically provides the following
benefits:
• Company car (or cash allowance)
• Private fuel allowance
• Private health insurance and other
insured benefits
• Other ancillary benefits, including relocation
expenses/arrangements (including tax
thereon) as required.
Additional benefits might be provided from time
to time (for example in circumstances where an
Executive Director is deployed to, or recruited
from overseas).
The Committee will consider whether the
payment of any additional benefits is appropriate
and proportionate when determining whether
they are paid.
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Remuneration Report (continued)
E. Summary of the Remuneration Policy
in 2023. The full Remuneration Policy can be found on pages 77 to 83 of our Annual Report & Accounts 2019.
Main components of the Remuneration Policy
Operation
Maximum opportunity
for the recovery of sums paid
Basic salary – to assist in the recruitment and retention of high-calibre Executives
Framework used to assess performance and
Normally reviewed annually with increases
• Salaries may be increased each
• The Committee considers individual salaries taking due
effective from 1 January. Base salaries will be
year in percentage of salary
account of the relevant factors set out in this Policy,
set by the Committee, considering:
terms.
which includes individual performance.
• The Committee will be guided by
the salary increase budget set in
each region and across the
workforce generally.
• Increases beyond those linked
to the region of the Executive
Director or the workforce as a
whole (in percentage of salary
terms) may be awarded by the
Committee at its discretion. For
example, where there is a change
in responsibility, experience or a
significant increase in the scale of
the role and/or size, value or
complexity of the Group.
• The Committee retains the
flexibility to set the salary of a
new hire at a discount to the
market level initially, and to
implement a series of planned
increases in subsequent years,
in order to bring the salary to the
desired positioning, subject to
individual performance.
pre-determined and may vary
from year to year based on the
cost to the Group.
• The performance and experience of the
individual concerned
• Any change in scope, role and/or
• Pay and employment conditions elsewhere
responsibilities
in the Group
• Rates of inflation and market-wide wage
increases across international locations
• The geographical location of the Executive
Director
• Rates of pay in international manufacturing
and pan-sector companies of a comparable
size and complexity.
benefits:
• Company car (or cash allowance)
• Private fuel allowance
• Private health insurance and other
insured benefits
• Other ancillary benefits, including relocation
expenses/arrangements (including tax
thereon) as required.
Additional benefits might be provided from time
to time (for example in circumstances where an
Executive Director is deployed to, or recruited
from overseas).
The Committee will consider whether the
payment of any additional benefits is appropriate
and proportionate when determining whether
they are paid.
Benefits – to provide competitive benefits to act as a retention mechanism and reward service
The Group typically provides the following
• The cost of benefits is not
None.
An updated Remuneration Policy was presented and approved by shareholders at the 2020 AGM. It is intended that this will operate until the AGM
Operation
Maximum opportunity
Framework used to assess performance and
for the recovery of sums paid
Performance-related annual bonus – to incentivise and reward delivery of the Group’s key annual objectives and to contribute to longer-term
alignment with shareholders
Normally one third of any bonus paid is
compulsorily deferred into shares for three years
through the Deferred Bonus Share Plan (DBSP).
The Committee has the discretion to permit
DBSP awards to benefit from dividends on
shares that vest.
The balance of the bonus is paid in cash.
Group Chief Executive:
150% of salary.
Other Executive Director:
125% of salary.
• Bonus will typically be based on challenging financial
targets set in line with the Group’s KPIs (for example profit
growth targets).
• The Committee has the flexibility to include, for a minority
of the bonus, targets related to other Group measures
where this is considered appropriate.
• For a profit measure, bonus normally starts to accrue
once the threshold target is met (0% payable) rising on a
graduated scale to 100% for outperformance. Were an
additional KPI metric to be introduced, the threshold
would not exceed 25%.
• The Committee applies a Discretion Framework, which
includes health, safety and environmental performance
when determining the actual overall level of individual
bonus payments and it may adjust the bonus awards
if it considers it appropriate to do so.
• Bonuses paid are subject to provisions that enable
the Committee to recover value overpaid through the
withholding of variable pay previously earned or granted
(malus) or through requesting a payment from an
individual (clawback) in the event of a misstatement of
results, serious misconduct, serious reputational damage
or material corporate failure. The provisions will operate
for a three-year period following the date on which the
bonus is paid.
Performance Share Plan (PSP) – to incentivise and reward the execution of business strategy over the longer term and to reward sustained
growth in profit and shareholder value
The PSP provides for awards of free shares (i.e.,
either conditional shares or nil-cost options)
normally made annually which vest after three
years subject to continued service and the
achievement of challenging performance
conditions. Shares are subject to a two-year
post-vesting holding period.
The Committee has the discretion to permit
awards to benefit from the dividends paid on
shares that vest.
Normal maximum opportunity of:
• Granted subject to a blend of challenging financial (eg
• Group Chief Executive:
225% of salary
• Other Executive Director:
175% of salary.
In exceptional circumstances (eg
recruitment), awards may be
granted up to 300% of salary to
compensate for value forfeited from
a previous employer.
EPS), shareholder return (eg relative TSR) and strategic
targets (eg sustainability). The performance targets may
also include an additional underpin (eg an EVA underpin).
• Targets will normally be tested over three years.
• In relation to financial targets (eg EPS growth and TSR)
25% of awards subject to such targets will vest for
threshold performance with a graduated scale operating
through to full vesting for equalling, or exceeding,
the maximum performance targets (no awards vest for
performance below threshold). In relation to strategic
targets or underpin targets, the structure of the target will
vary based on the nature of target set (eg for milestone
strategic targets it may not always be practicable to set
such targets using a graduated scale and so vesting may
take place in full for strategic targets if the criteria are
met in full).
• Vesting is also dependent on application of the Discretion
Framework, including satisfactory underlying financial
performance of the Group over the performance period
and the Committee may adjust outcomes if it considers it
appropriate to do so.
• There are also provisions that enable the Committee to
recover value overpaid through the withholding of variable
pay previously earned or granted (malus) or through
requesting a payment from an individual (clawback) in the
event of a misstatement of results, serious misconduct,
serious reputational damage or material corporate failure.
The provisions will operate for a three-year period
following the date on which the PSP awards vest.
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Remuneration Report (continued)
Operation
Maximum opportunity
Framework used to assess performance and
for the recovery of sums paid
All-employee share plans – to encourage retention and long-term shareholding in the Company and to provide all employees with the
opportunity to become shareholders in the Company on similar terms
• In relation to HMRC plans
• There are no post-grant targets currently applicable to
the Group’s Sharesave and Share Incentive Plan.
(or equivalent) the maximum
participation level is as per HMRC
limits. For any other all-employee
plan the maximum will be
equivalent to the maximum
applying to all employees.
• Periodic invitations are made to participate in
the Group’s Sharesave scheme and Share
Incentive Plan.
• Shares acquired through these arrangements
have significant tax benefits in the UK subject
to satisfying certain HMRC requirements.
• The plans can only operate on an all-
employee basis.
• The plans operate on similar terms but on a
non tax-favoured basis outside the UK as
appropriate.
• In the event that Croda were to introduce an
all-employee plan similar in nature to the
current Sharesave and Share Incentive Plan,
the Committee retains the discretion to allow
Executive Directors to participate on the same
basis as other employees.
Pension – to provide competitive long-term retirement benefits and to act as a retention mechanism and reward service
Pension benefits are typically provided either
through (i) participation in the UK’s defined
benefit pension plan with a cash supplement
provided above any pension salary cap or (ii) a
cash supplement provided in lieu of pension.
Only basic salary is pensionable.
• Career average revalued earnings
scheme (CARE) with a maximum
1/60th accrual up to a capped
salary plus cash allowance of
20% of salary above the cap or
cash allowance of 20% of salary.
None.
Legacy arrangements
For the current CEO, and in line with other employees, there is a legacy capped defined benefit pension scheme. While there are no future
accruals, the arrangement remains inflation-linked.
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Remuneration Report (continued)
Operation
Maximum opportunity
for the recovery of sums paid
All-employee share plans – to encourage retention and long-term shareholding in the Company and to provide all employees with the
opportunity to become shareholders in the Company on similar terms
Framework used to assess performance and
• Periodic invitations are made to participate in
• In relation to HMRC plans
• There are no post-grant targets currently applicable to
the Group’s Sharesave scheme and Share
(or equivalent) the maximum
the Group’s Sharesave and Share Incentive Plan.
participation level is as per HMRC
limits. For any other all-employee
plan the maximum will be
equivalent to the maximum
applying to all employees.
Incentive Plan.
• Shares acquired through these arrangements
have significant tax benefits in the UK subject
to satisfying certain HMRC requirements.
• The plans can only operate on an all-
employee basis.
• The plans operate on similar terms but on a
non tax-favoured basis outside the UK as
appropriate.
• In the event that Croda were to introduce an
all-employee plan similar in nature to the
current Sharesave and Share Incentive Plan,
the Committee retains the discretion to allow
Executive Directors to participate on the same
basis as other employees.
Pension – to provide competitive long-term retirement benefits and to act as a retention mechanism and reward service
Pension benefits are typically provided either
• Career average revalued earnings
None.
through (i) participation in the UK’s defined
scheme (CARE) with a maximum
benefit pension plan with a cash supplement
1/60th accrual up to a capped
provided above any pension salary cap or (ii) a
salary plus cash allowance of
cash supplement provided in lieu of pension.
20% of salary above the cap or
cash allowance of 20% of salary.
Only basic salary is pensionable.
Legacy arrangements
For the current CEO, and in line with other employees, there is a legacy capped defined benefit pension scheme. While there are no future
accruals, the arrangement remains inflation-linked.
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Directors’ report
Other disclosures
Pages 58 to 111 inclusive, together with the
sections of the Annual Report and Accounts
incorporated by reference, constitute a
Directors’ report that has been drawn up
and presented in accordance with applicable
English company law; the liabilities of the
Directors in connection with that report are
subject to the limitations and restrictions
provided by that law.
Research and development
Research and development activities are
undertaken with the prospect of gaining
new scientific or technical knowledge
and understanding.
Dividends
The Directors are recommending a final
dividend of 56.5p per share (2020: 51.5p).
If approved by shareholders, total dividends
for the year will amount to 100.0p per share
(2020: 91.0p). Details of dividends are shown in
note 8 on page 137; details of the Company’s
Dividend Reinvestment Plan can be found on
page 171. The Company has established
various Employee Benefit Trusts (EBTs) in
connection with the obligation to satisfy future
share awards under employee share incentive
schemes. The trustees of the EBTs have
waived their rights to receive dividends on
certain Ordinary Shares of the Company held
in the EBTs. Such waivers represent less than
1% of the total dividend payable on the
Company’s Ordinary Shares. Further details of
the EBTs can be found in note 25 on page 160.
Directors
The Company’s Articles of Association (Articles)
give the Directors power to appoint and replace
Directors. Under the terms of reference of the
Nomination Committee, any appointment must
be recommended by the Nomination
Committee for approval by the Board of
Directors. The present Directors of the
Company are shown on pages 62 and 63.
In line with the 2018 UK Corporate Governance
Code, each Director will be standing for election
or re-election at the AGM. Details of the
Directors’ service contracts are given in the
Directors’ Remuneration Report on page 102.
Apart from the share option schemes, long
term incentive schemes and service contracts,
no Director had any beneficial interest in any
contract to which the Company or a subsidiary
was a party during the year. A statement
indicating the beneficial and non-beneficial
interests of the Directors in the share capital
of the Company, including share options,
is shown in the Directors’ Remuneration
Report on page 100.
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, the Company’s
Articles and any directions given by
special resolution.
Directors’ indemnities
The Company maintains Directors’ and
Officers’ liability insurance that gives
appropriate cover for any legal action brought
against its Directors. The Company has also
granted indemnities to each of its Directors
and the Company Secretary, which represent
‘qualifying third party indemnity provisions’ (as
defined by Section 234 of the Companies Act
2006), in relation to certain losses and liabilities
that the Directors or Company Secretary may
incur to third parties in the course of acting as
Directors or the Company Secretary or as
employees of the Company or of any
associated company. In addition, such
indemnities have been granted to other officers
of the Company who are Directors of subsidiary
companies within the Group. Such indemnities
were in place during 2021 and at the date
of approval of the Group financial statements.
Share capital
At the date of this report, 142,536,884 Ordinary
Shares of 10.609756p each have been issued
and are fully paid up and quoted on the London
Stock Exchange. At the date of this Report, the
Company has issued and fully paid up 21,900
7.5% Cumulative Preference Shares, 498,434
6.6% Cumulative Preference Shares and
615,562 5.9% Cumulative Preference Shares,
all of £1 each (the Preference Shares).
The rights and obligations attached to the
Company’s Ordinary Shares and Preference
Shares are set out in the Articles, copies of
which can be obtained from Companies House
in the UK or by writing to the Company
Secretary. There are no restrictions on the
voting rights attached to the Company’s
Ordinary Shares or on the transfer of securities
in the Company. The 7.5% Cumulative
Preference Shares do not confer on the holders
any right to receive notice of or to be present or
to vote at any general meeting of the Company
unless the cumulative preferential dividend on
such shares is more than 12 calendar months
in arrears. The 6.6% and 5.9% Cumulative
Preference Shares do not confer on the holders
any right to receive notice of or to be present or
to vote at any general meeting of the Company,
unless the cumulative preferential dividend on
such shares is more than six calendar months
in arrears or the business of the general
meeting includes the consideration of a
resolution for reducing the share capital of the
Company, to sell the undertaking of the
Company or to alter the Articles. No person
holds securities in the Company that carry
special rights with regard to control of the
Company. The Company is not aware of any
agreements between holders of securities that
may result in restrictions on the transfer of
securities or on voting rights.
Power to issue or buy back shares
At the 2021 AGM, authority was given to the
Directors to allot unissued shares in the
Company up to a maximum amount equivalent
to approximately one third of the issued share
capital, excluding shares held in treasury, for
general purposes, plus up to a further one third
of the Company’s issued share capital,
excluding shares held in treasury, but only in
the case of a rights issue.
A further special resolution passed at that
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. Both of these
authorities expire on the date of the 2022 AGM,
that is 20 May 2022, and so the Directors
propose to renew them for a further year.
Substantial Shareholdings
As at 31 December 2021 in accordance
with DTR 5 the holders of notifiable interests
in the Company’s share capital had not
changed since the information declared
in the 2020 Annual Report and are shown
in the table below.
Number of
shares
% of issued
capital
Massachusetts
Financial Services
Company
BlackRock, Inc.
Mawer Investment
Management Limited
6,438,386
Royal Bank of Canada 5,212,886
12,551,036
8,534,795
9.73%
6.62%
4.99%
4.04%
Since the year end and up to the date of this
report the following information has been
received.
Number of
shares
Royal Bank of Canada 5,093,443
4,186,185
Norges Bank
% of issued
capital
3.65%
3.00%
Employees
Diversity: We are committed to the principle
of equal opportunity in employment and to
ensuring that no applicant or employee receives
less favourable treatment on the grounds of any
protected characteristic or is disadvantaged by
conditions or requirements that cannot be
shown to be justified. Group human resources
policies are clearly communicated to all of
our employees and are available through the
Company intranet.
Recruitment and progression: It is established
policy throughout the Business that decisions
on recruitment, career development, promotion
and other employment related issues are made
solely on the grounds of individual ability,
achievement, expertise and conduct.
We give full and fair consideration to
applications for employment from people with
disabilities, having regard to their particular
aptitudes and abilities. Should an employee
become disabled during their employment with
the Company, they are fully supported by our
Occupational Health provision. Efforts are made
to continue their employment with reasonable
adjustments being made to the workplace and
role where feasible. Retraining is provided if
necessary.
Development and learning: The Company
recognises that the key to future success lies
in the skills and abilities of its dedicated global
workforce. The continuous development of all
of our employees is key to meeting the future
demands of our customers, especially in
relation to enhanced creativity, innovation and
customer service.
Involvement: We are committed to ensuring that
employees share in the success of the Group.
Owning shares in the Company is an important
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Croda International Plc
Annual Report and Accounts 2021 109
Mandatory XBRL tagging
The Board reviewed the process that had been
developed to ensure that the primary financial
statements had been tagged in line with
required taxonomy.
There have been no events affecting the
Company since the financial year end to report
to shareholders in accordance with the
Accounts Regulations and Disclosure Guidance
and Transparency Rules.
For the purposes of Listing Rule (LR) 9.8.4R,
the information required to be disclosed by
LR 9.8.4R can be found in the table below.
All the information cross referenced above
is incorporated by reference into the Directors’
Report.
References in this document to other
documents on the Company’s website, such
as the Sustainability Report, are included as an
aid to their location and are not incorporated by
reference into any section of the Annual Report
and Accounts.
Independent auditors
Our auditors, KPMG, have indicated their
willingness to continue in office and, on the
recommendation of the Audit Committee, a
resolution regarding their reappointment and
remuneration will be submitted to the AGM on
20 May 2022.
Audit information
The Directors confirm that, so far as they are
aware, there is no relevant audit information of
which the Company’s auditors are unaware,
and that they have each taken all the steps they
ought to have taken as a Director in order to
make themselves aware of any relevant audit
information and to establish that the Company’s
auditors are aware of that information.
Articles of Association
Unless expressly specified to the contrary in
the Articles, the Company’s Articles may be
amended by a special resolution of the
Company’s shareholders.
A copy of the Articles is available at
www.croda.com
Other disclosures
Certain information that is required to be
included in the Directors’ Report can be found
elsewhere in this document as referred to
below, each of which is incorporated by
reference into the Directors’ Report:
• Information on greenhouse gas emissions
can be found on page 39.
• Information on energy consumption can be
found on page 39.
• Information on energy efficiency can be
found on page 39.
• Information on gas emissions, energy
consumption and energy efficiency - other
disclosures can be found on page 39.
• For the purposes of Listing Rule (LR)
9.8.6R(8) the information on climate-related
financial disclosures consistent with the
TCFD recommendation and the TCFD
recommended disclosure can be found on
pages 40 to 41.
• Further details of the actions which the
Group is taking to reduce emissions can also
be found in the Sustainability Report and at
www.Croda.com.
• An indication of likely future developments in
the Group’s business can be found
throughout the Strategic Report, starting on
page one.
• The long-term viability statement can be
found on pages 56 and 57.
• Information on the appropriateness of
adopting the going concern basis of the
accounts can be found on page 125.
• Our approach to risk management can be
found on pages 50 to 55.
• Details of the services provided to
shareholders can be found on pages 171 to
172 and on the Company’s website.
• An indication of the Company’s overseas
branches are on pages 168 to 170.
Directors’ report (continued)
way of strengthening involvement in the
development of the Business and bringing
together employees and shareholders’ interests.
In 2021, 84% of our UK employees and 60% of
our non-UK employees participated in one of our
all-employee share plans, indicating employees’
continued desire to be involved in the Company.
Employees are kept informed of matters of interest
to them in a variety of ways, including the
Company magazine, Croda Way; quarterly
updates; the Company intranet, Connect; team
briefings, podcasts, webinars, Yammer and Croda
Now email messages. These communications
help achieve a common awareness of the financial
and economic factors affecting the performance of
Croda and of changes within the Business. We
are committed to providing employees with
opportunities to share their views and provide
feedback on issues that are important to them.
The Directors maintain oversight of employee
matters through the Board and committee
meeting processes and information flows,
including regular updates on employee matters
and employee feedback received through
employee engagement surveys. How the Directors
have engaged with employees and have
considered their interests when taking key
decisions is further detailed on pages 69 and 70.
Non-financial reporting directive
The Companies, Partnerships and Groups
(Accounts and Non-Financial Reporting)
Regulations 2016 (the Regulations) require
companies to disclose non-financial information
necessary to provide investors and other
stakeholders with a better understanding of a
company’s development, performance, position
and impact of its activity. Throughout this
Annual Report the Directors have disclosed a
mix of financial and non-financial KPIs which
they believe best reflect the Group’s strategic
priorities, and which will help to convey an
understanding of the culture of the business
and the drivers which contribute to the ongoing
success of the Company. Please see the
non-financial information statement on page 38
which sets out where stakeholders can find
information relating to non-financial matters.
Listing Rule (LR) 9.8.4R information
Section
Topic
(1)
(2)
(3)
(4)
(5) (6)
(7) (8)
(9)
(10)
Capitalised interest
Publication of unaudited financial information
Smaller related party transactions
Waiver of emoluments by a Director
Allotments of equity securities for cash
Participation in a placing of equity securities
Contracts of significance
(11) (14)
Controlling shareholder disclosures
(12) (13)
Dividend waiver
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Details of long term incentive schemes established specifically to recruit or retain a Director
Not applicable
Page reference
Page 111
Not applicable
Not applicable
Page 101
Not applicable
Not applicable
Page 111
Not applicable
Page 109
Directors’ report (continued)
way of strengthening involvement in the
Mandatory XBRL tagging
development of the Business and bringing
together employees and shareholders’ interests.
In 2021, 84% of our UK employees and 60% of
our non-UK employees participated in one of our
all-employee share plans, indicating employees’
continued desire to be involved in the Company.
Employees are kept informed of matters of interest
to them in a variety of ways, including the
Company magazine, Croda Way; quarterly
updates; the Company intranet, Connect; team
briefings, podcasts, webinars, Yammer and Croda
Now email messages. These communications
help achieve a common awareness of the financial
and economic factors affecting the performance of
Croda and of changes within the Business. We
are committed to providing employees with
opportunities to share their views and provide
The Board reviewed the process that had been
developed to ensure that the primary financial
statements had been tagged in line with
required taxonomy.
Other disclosures
Certain information that is required to be
included in the Directors’ Report can be found
There have been no events affecting the
Company since the financial year end to report
to shareholders in accordance with the
Accounts Regulations and Disclosure Guidance
and Transparency Rules.
For the purposes of Listing Rule (LR) 9.8.4R,
the information required to be disclosed by
LR 9.8.4R can be found in the table below.
elsewhere in this document as referred to
All the information cross referenced above
below, each of which is incorporated by
is incorporated by reference into the Directors’
reference into the Directors’ Report:
Report.
• Information on greenhouse gas emissions
References in this document to other
can be found on page 39.
• Information on energy consumption can be
• Information on energy efficiency can be
found on page 39.
found on page 39.
documents on the Company’s website, such
as the Sustainability Report, are included as an
aid to their location and are not incorporated by
reference into any section of the Annual Report
and Accounts.
Independent auditors
feedback on issues that are important to them.
• Information on gas emissions, energy
The Directors maintain oversight of employee
consumption and energy efficiency - other
Our auditors, KPMG, have indicated their
matters through the Board and committee
meeting processes and information flows,
including regular updates on employee matters
and employee feedback received through
employee engagement surveys. How the Directors
have engaged with employees and have
considered their interests when taking key
decisions is further detailed on pages 69 and 70.
Non-financial reporting directive
The Companies, Partnerships and Groups
(Accounts and Non-Financial Reporting)
disclosures can be found on page 39.
willingness to continue in office and, on the
• For the purposes of Listing Rule (LR)
9.8.6R(8) the information on climate-related
financial disclosures consistent with the
TCFD recommendation and the TCFD
recommendation of the Audit Committee, a
resolution regarding their reappointment and
remuneration will be submitted to the AGM on
20 May 2022.
recommended disclosure can be found on
Audit information
pages 40 to 41.
• Further details of the actions which the
Group is taking to reduce emissions can also
be found in the Sustainability Report and at
www.Croda.com.
The Directors confirm that, so far as they are
aware, there is no relevant audit information of
which the Company’s auditors are unaware,
and that they have each taken all the steps they
ought to have taken as a Director in order to
Regulations 2016 (the Regulations) require
• An indication of likely future developments in
make themselves aware of any relevant audit
companies to disclose non-financial information
the Group’s business can be found
information and to establish that the Company’s
necessary to provide investors and other
throughout the Strategic Report, starting on
auditors are aware of that information.
stakeholders with a better understanding of a
page one.
company’s development, performance, position
• The long-term viability statement can be
and impact of its activity. Throughout this
Annual Report the Directors have disclosed a
mix of financial and non-financial KPIs which
they believe best reflect the Group’s strategic
priorities, and which will help to convey an
understanding of the culture of the business
and the drivers which contribute to the ongoing
success of the Company. Please see the
non-financial information statement on page 38
which sets out where stakeholders can find
information relating to non-financial matters.
found on pages 56 and 57.
• Information on the appropriateness of
adopting the going concern basis of the
accounts can be found on page 125.
• Our approach to risk management can be
found on pages 50 to 55.
• Details of the services provided to
shareholders can be found on pages 171 to
172 and on the Company’s website.
• An indication of the Company’s overseas
branches are on pages 168 to 170.
Articles of Association
Unless expressly specified to the contrary in
the Articles, the Company’s Articles may be
amended by a special resolution of the
Company’s shareholders.
A copy of the Articles is available at
www.croda.com
Details of long term incentive schemes established specifically to recruit or retain a Director
Not applicable
Listing Rule (LR) 9.8.4R information
Section
Topic
Capitalised interest
(1)
(2)
(3)
(4)
(5) (6)
(7) (8)
(9)
(10)
Publication of unaudited financial information
Smaller related party transactions
Waiver of emoluments by a Director
Allotments of equity securities for cash
Participation in a placing of equity securities
Contracts of significance
(11) (14)
Controlling shareholder disclosures
(12) (13)
Dividend waiver
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Page reference
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Not applicable
Not applicable
Page 101
Not applicable
Not applicable
Page 111
Not applicable
Page 109
Significant contracts and change of control
The Group has borrowing facilities which may
require the immediate repayment of all
outstanding loans together with accrued
interest in the event of a change of control. The
rules of the Company’s employee share plans
set out the consequences of a change in
control of the Company on participants’ rights
under the plans. Generally, such rights will vest
and become exercisable on a change of control
subject to the satisfaction of performance
conditions. None of the Executive Directors’
service contracts contains provisions that are
affected by a change of control and there are
no other agreements that the Company is party
to that take effect, alter or terminate in the
event of a change of control of the Company,
which are considered to be significant in terms
of their potential impact on the Group. The
Company does not have any contractual or
other arrangements that are essential to the
business of the Group.
Political donations
No donations were made for political purposes
during the year (2020: £nil).
Financial risk management
The Group’s exposure to and management of
capital, liquidity, credit, interest rate and foreign
currency risks are contained in note 20 on
pages 153 to 154.
Capitalised interest
The Group’s policy for capitalising borrowing costs
directly attributable to the purchase or construction
of fixed assets is set out on page 130.
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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 international accounting
standards in conformity with the
requirements of the UK-adopted
international accounting standards and
applicable law and have elected to prepare
the parent Company financial statements in
accordance with UK accounting standards
and applicable law, including FRS 101
Reduced Disclosure Framework.
Under Company law the Directors must not
approve the financial statements unless they
are satisfied that they give a true and fair
view of the state of affairs of the Group and
parent Company and of the Group’s 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, relevant, reliable and prudent;
• for the Group financial statements, state
whether they have been prepared in
accordance with international accounting
standards in conformity UK-adopted
international accounting standards;
• 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;
• assess the Group and parent Company’s
ability to continue as a going concern,
disclosing, as applicable, matters related to
going concern; and
• use the going concern basis of accounting
unless they either intend to liquidate the
Group or the parent Company or to cease
operations, or have no realistic alternative but
to do so.
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 are responsible for
such internal control as they determine is
necessary to enable the preparation of financial
statements that are free from material
misstatement, whether due to fraud or error, and
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 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 financial 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
issuer and the undertakings included in
the consolidation taken as a whole,
together with a description of the principal
risks and uncertainties that they face.
We consider the Annual Report and
accounts, taken as a whole, is fair, balanced
and understandable and provides the
information necessary for shareholders to
assess the Group’s position and
performance, business model and strategy.
The Directors’ Report and the Strategic Report,
including the sections of the Annual Report and
Accounts incorporated by reference, is the
‘management report’ for the purposes of the
Financial Conduct Authority Disclosure Guidance
and Transparency Rules (DTR 4.1.8R). It was
approved by the Board on 28 February 2022
and is signed on its behalf by
Tom Brophy
Group General Counsel and
Company Secretary
28 February 2022
Croda International Plc
Annual Report and Accounts 2021 111
Financial statements
Independent Auditor’s Report to the Members of Croda International Plc
Overview
Materiality: Group financial
statements as a whole
Coverage
Key audit matters
Recurring risks
£16m (2020: £15m)
4.9% (2020: 5.0%) of normalised
Group profit before tax
85% (2020: 84%) of the total of the
profits and losses that made up
Group profit before tax
vs 2020
Valuation of defined benefit
pension scheme obligation
Goodwill impairment
Recoverability of parent
Company’s investment in
subsidiaries and intercompany
debtors
1. Our opinion is unmodified
We have audited the financial statements of Croda International Plc
(“the Company”) for the year ended 31 December 2021 which
comprise the Group Income Statement, the Group Statement of
Comprehensive Income, the Group and Company Balance Sheets, the
Group Statement of Cash Flows, the Group and Company Statements
of Changes in Equity, and the related notes, including the accounting
policies on pages 125 to 131 and on page 164.
In our opinion:
• 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
31 December 2021 and of the Group’s profit for the year
then ended;
• the Group financial statements have been properly prepared
in accordance with UK-adopted international accounting standards;
• the parent Company financial statements have been properly
prepared in accordance with UK accounting standards,
including FRS 101 Reduced Disclosure Framework; and
• the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are
described below. We believe that the audit evidence we have obtained
is a sufficient and appropriate basis for our opinion. Our audit opinion is
consistent with our report to the Audit Committee.
We were first appointed as auditor by the shareholders on 25 April
2018. The period of total uninterrupted engagement is for the four
financial years ended 31 December 2021. We have fulfilled our ethical
responsibilities under, and we remain independent of the Group in
accordance with, UK ethical requirements including the FRC Ethical
Standard as applied to listed public interest entities. No non-audit
services prohibited by that standard were provided.
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Financial statements
Independent Auditor’s Report to the Members of Croda International Plc
Independent Auditor’s Report to the Members of Croda International Plc
1. Our opinion is unmodified
1. Our opinion is unmodified
Overview
Overview
We have audited the financial statements of Croda International Plc
We have audited the financial statements of Croda International Plc
(“the Company”) for the year ended 31 December 2021 which
(“the Company”) for the year ended 31 December 2021 which
comprise the Group Income Statement, the Group Statement of
comprise the Group Income Statement, the Group Statement of
Comprehensive Income, the Group and Company Balance Sheets, the
Comprehensive Income, the Group and Company Balance Sheets, the
Group Statement of Cash Flows, the Group and Company Statements
Group Statement of Cash Flows, the Group and Company Statements
of Changes in Equity, and the related notes, including the accounting
of Changes in Equity, and the related notes, including the accounting
policies on pages 125 to 131 and on page 164.
policies on pages 125 to 131 and on page 164.
In our opinion:
In our opinion:
• the financial statements give a true and fair view of the state
• 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
of the Group’s and of the parent Company’s affairs as at
31 December 2021 and of the Group’s profit for the year
31 December 2021 and of the Group’s profit for the year
then ended;
then ended;
• the Group financial statements have been properly prepared
• the Group financial statements have been properly prepared
in accordance with UK-adopted international accounting standards;
in accordance with UK-adopted international accounting standards;
• the parent Company financial statements have been properly
• the parent Company financial statements have been properly
prepared in accordance with UK accounting standards,
prepared in accordance with UK accounting standards,
including FRS 101 Reduced Disclosure Framework; and
including FRS 101 Reduced Disclosure Framework; and
• the financial statements have been prepared in accordance with the
• the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
requirements of the Companies Act 2006.
Basis for opinion
Basis for opinion
We conducted our audit in accordance with International Standards on
We conducted our audit in accordance with International Standards on
Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are
Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are
described below. We believe that the audit evidence we have obtained
described below. We believe that the audit evidence we have obtained
is a sufficient and appropriate basis for our opinion. Our audit opinion is
is a sufficient and appropriate basis for our opinion. Our audit opinion is
consistent with our report to the Audit Committee.
consistent with our report to the Audit Committee.
We were first appointed as auditor by the shareholders on 25 April
We were first appointed as auditor by the shareholders on 25 April
2018. The period of total uninterrupted engagement is for the four
2018. The period of total uninterrupted engagement is for the four
financial years ended 31 December 2021. We have fulfilled our ethical
financial years ended 31 December 2021. We have fulfilled our ethical
responsibilities under, and we remain independent of the Group in
responsibilities under, and we remain independent of the Group in
accordance with, UK ethical requirements including the FRC Ethical
accordance with, UK ethical requirements including the FRC Ethical
Standard as applied to listed public interest entities. No non-audit
Standard as applied to listed public interest entities. No non-audit
services prohibited by that standard were provided.
services prohibited by that standard were provided.
Materiality: Group financial
Materiality: Group financial
£16m (2020: £15m)
£16m (2020: £15m)
statements as a whole
statements as a whole
4.9% (2020: 5.0%) of normalised
4.9% (2020: 5.0%) of normalised
Coverage
Coverage
Group profit before tax
Group profit before tax
85% (2020: 84%) of the total of the
85% (2020: 84%) of the total of the
profits and losses that made up
profits and losses that made up
Group profit before tax
Group profit before tax
Key audit matters
Key audit matters
vs 2020
vs 2020
Recurring risks
Recurring risks
Valuation of defined benefit
Valuation of defined benefit
pension scheme obligation
pension scheme obligation
Goodwill impairment
Goodwill impairment
Recoverability of parent
Recoverability of parent
Company’s investment in
Company’s investment in
subsidiaries and intercompany
subsidiaries and intercompany
debtors
debtors
2. Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements and
include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the
greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. We
summarise below the key audit matters, in decreasing order of audit significance, in arriving at our audit opinion above, together with our key
audit procedures to address those matters and, as required for public interest entities, our results from those procedures. These matters were
addressed, and our results are based on procedures undertaken, in the context of, and solely for the purpose of, our audit of the financial
statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate
opinion on these matters.
Group
The risk
Our response
Our procedures included:
• Benchmarking assumptions: we challenged key assumptions
applied (discount rate, inflation rate, and mortality rate) with the
support of our own actuarial specialists, including a comparison
of key assumptions against market data.
• Actuary’s credentials: we assessed the competence,
capabilities and objectivity of the Group’s actuarial expert.
• Sensitivity analysis: we assessed the sensitivity of the defined
benefit obligation to changes in certain assumptions.
• Assessing transparency: we considered adequacy of the
Group’s disclosures in respect of the sensitivity of the gross
obligation to changes in key assumptions.
We performed the tests above rather than seeking to rely on any
of the Group’s controls because the nature of the balance is such
that we would expect to obtain audit evidence primarily through
the detailed procedures described.
Our results
• We found the valuation of the defined benefit pension scheme
obligation to be acceptable (2020 result: acceptable).
Subjective valuation:
• The Group has two defined benefit pension
schemes that are material in the context of
the overall balance sheet and the results of
the Group.
• Significant estimates, including the discount
rate, the inflation rate and the mortality rate,
are made in valuing the Group’s defined
benefit pension obligations (before deducting
the schemes’ assets). The UK scheme is also
still open to future accrual and new members,
and small changes in the assumptions and
estimates with respect to the obligation would
have a significant effect on the financial
position of the Group. The Group engages
external actuarial specialists to assist them in
selecting appropriate assumptions and
calculate the obligations.
• The effect of these matters is that, as part of
our risk assessment, we determined that the
valuation of the defined benefit obligations
has a high degree of estimation uncertainty,
with a potential range of reasonable
outcomes greater than our materiality for the
financial statements as a whole, and possibly
many times that amount. The financial
statements (note 11) disclose the sensitivity
estimated by the Group.
Valuation of defined
benefit pension
scheme obligation
(Gross defined benefit
obligation £1,309.0m;
2020: £1,544.4m),
although this specific risk
is only associated with the
UK scheme (£1,162.6m)
and US scheme
(£126.8m).
In prior year the risk related
to the UK scheme
(£1,178.5m), US scheme
(£133.9m) and
Netherlands scheme
(£212.3m). During the year
the material scheme held
in the Netherlands has
been converted into a
collective defined
contribution scheme, and
therefore the related
defined benefit obligation
has crystallised and been
derecognised from the
balance sheet.
Accordingly, the year-end
risk relates only to the
ongoing UK and US
schemes.
Refer to page 82 (Audit
Committee Report), page
128 (accounting policy)
and note 11 on pages 139
to 143 (financial
disclosures).
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Financial statements (continued)
Independent Auditor’s Report to the Members of Croda International Plc (continued)
Group
The risk
Our response
Goodwill impairment
Goodwill: £852.0m (2020:
£866.7m), although this
specific risk is only associated
with the Iberchem Fragrances
(£242.2m) and Iberchem
Flavours (£123.6m) Cash
Generating Units.
In the prior year, risk related to
Sipo and Biosector Cash
Generating Units. However,
these CGUs are no longer
considered as part of the key
audit matter in the year as the
estimated recoverable amount
prepared by the Directors for
these CGUs indicate
significantly improved
headroom.
Refer to page 82 (Audit
Committee Report), page 127
(accounting policy) and note
12 on pages 143 to 145
(financial disclosures).
Forecast based assessment:
• The Group has, over recent years, acquired
a number of companies which has led to a
material increase in the goodwill balance.
Some of these acquisitions, and in particular
Iberchem, are still at an early stage of their
integration into the Group and are therefore
subject to greater levels of estimation
uncertainty in respect of the underlying
impairment model assumptions.
• The headroom in respect of the
impairment test on the Iberchem
Fragrances and Iberchem Flavours Cash
Generating Units is relatively small, and
small changes in the assumptions applied
in the value in use calculations could
impact management’s conclusions about
the carrying value of goodwill and how
this compares to the recoverable amount.
• The effect of this matter is that, as part of
our risk assessment, we determined that
impairment assessments in respect of the
Iberchem Fragrances and Iberchem
Flavours Cash Generating Units have a high
degree of estimation uncertainty, with a
potential range of reasonable outcomes
greater than our materiality for the financial
statements as a whole. The financial
statements (note 12) disclose the
sensitivities estimated by the Group.
Our procedures included:
• Assessing methodology: we obtained the discounted value in
use cash flow models and assessed the methodology, principles
and integrity of each model.
• Sector experience: we involved our own valuation specialists
to assist us in challenging the appropriateness of the discount
rate assumption.
• Benchmark assumptions: we challenged the Group’s forecast
assumptions for cash flow projections, including the rate of sales
growth and operating profit growth in the short to medium term, the
long-term growth rates and the appropriateness of discount rates,
with reference to internally and externally derived sources.
• Historical comparisons: we assessed the Group’s historical
forecasting accuracy by comparing forecasts from prior years
with actual results in those years.
• Sensitivity analysis: we performed breakeven analysis on the
key assumptions including the discount rate and growth rates.
• Assessing transparency: we considered the adequacy of the
Group’s disclosures in respect of impairment testing and
whether disclosures about the sensitivity of the outcome of the
impairment assessment to changes in key assumptions properly
reflect the risks inherent in the valuations of goodwill.
We performed the tests above rather than seeking to rely on any of
the Group’s controls because the nature of the balance is such that
we would expect to obtain audit evidence primarily through the
detailed procedures described.
Our results
• We found the Group’s conclusion that there is no impairment of
goodwill in the Iberchem Fragrances and Iberchem Flavours
Cash Generating Units to be acceptable (2020 result Sipo and
Biosector Cash Generating Units: acceptable).
Parent Company
The risk
Our response
Low risk, high value:
• The carrying amount of the parent
Company’s intercompany debtors, held
at cost less impairment, represents 48%
(2020: 51%) and the carrying value of
investments in subsidiaries represents
50% of the parent Company’s total
assets.
We do not consider the recoverable amount
of these amounts to be at a high risk of
significant misstatement, or to be subject to
a significant level of judgement. However,
due to their materiality in the context of the
parent Company financial statements as a
whole, this is considered to be the area
which had the greatest effect on our overall
parent Company audit.
Recoverability of
parent Company’s
investments in subsidiaries
and intercompany debtors
Investments in subsidiaries
£1,385.6m and intercompany
debtors £1,325.2m (2020:
£1,452.2m)
The parent company funds
subsidiaries through a
combination of equity and
intercompany loans and
following additions associated
with the acquisition of
Iberchem the investments in
subsidiaries balance is now
also considered as part of the
key audit matter in the year.
Refer to page 82 (Audit
Committee Report), page 130
and 164 (accounting policy)
and notes F and G on pages
165 and 166 (financial
disclosures).
Our procedures included:
• Tests of detail: we assessed 100% of intercompany debtors to
identify, with reference to the relevant debtors’ draft balance sheet,
whether they have a positive net asset value and therefore coverage
of the debt owed, as well as assessing whether those debtor
companies have historically been profit-making.
• Test of detail: we compared the carrying amount of 100% of
investments with the relevant subsidiaries’ draft balance sheet to
identify whether their net assets, being an approximation of their
minimum recoverable amount, were in excess of their carrying
amount and assessing whether those subsidiaries have
historically been profit-making.
• Assessing subsidiary audits: we assessed the work performed by
the subsidiary audit team, and considering the results of that work,
on those net assets, including assessing the ability of the subsidiary
to obtain liquid funds and therefore the ability of the subsidiary to
fund the repayment of the receivable.
We performed the tests above rather than seeking to rely on any of
the parent Company’s controls because the nature of the balance
meant that detailed testing is inherently the most effective means of
obtaining audit evidence.
Our results
We found the Group’s assessment of the recoverability of
investment in subsidiaries and the intercompany debtors balance to
be acceptable (2020 result: acceptable).
The identification and valuation of intangible assets acquired in respect of the Avanti and Iberchem business combinations was a key audit matter in
the prior year. We continue to perform procedures over identification and valuation of intangible assets acquired in business combinations, however,
the degree of subjectivity in assessing the assumptions applied by the Group has reduced given the smaller size of the two business combinations in
2021, and as such we have not assessed this as one of the most significant risks in our current year audit and, therefore, it is not separately
identified in our report this year.
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Financial statements (continued)
Independent Auditor’s Report to the Members of Croda International Plc (continued)
Independent Auditor’s Report to the Members of Croda International Plc (continued)
Group
Group
The risk
The risk
Our response
Our response
Goodwill impairment
Goodwill impairment
Forecast based assessment:
Forecast based assessment:
Our procedures included:
Our procedures included:
Goodwill: £852.0m (2020:
Goodwill: £852.0m (2020:
£866.7m), although this
£866.7m), although this
• The Group has, over recent years, acquired
• The Group has, over recent years, acquired
• Assessing methodology: we obtained the discounted value in
• Assessing methodology: we obtained the discounted value in
a number of companies which has led to a
a number of companies which has led to a
use cash flow models and assessed the methodology, principles
use cash flow models and assessed the methodology, principles
specific risk is only associated
specific risk is only associated
material increase in the goodwill balance.
material increase in the goodwill balance.
and integrity of each model.
and integrity of each model.
with the Iberchem Fragrances
with the Iberchem Fragrances
Some of these acquisitions, and in particular
Some of these acquisitions, and in particular
• Sector experience: we involved our own valuation specialists
• Sector experience: we involved our own valuation specialists
Iberchem, are still at an early stage of their
Iberchem, are still at an early stage of their
to assist us in challenging the appropriateness of the discount
to assist us in challenging the appropriateness of the discount
(£242.2m) and Iberchem
(£242.2m) and Iberchem
Flavours (£123.6m) Cash
Flavours (£123.6m) Cash
Generating Units.
Generating Units.
In the prior year, risk related to
In the prior year, risk related to
Sipo and Biosector Cash
Sipo and Biosector Cash
Generating Units. However,
Generating Units. However,
these CGUs are no longer
these CGUs are no longer
considered as part of the key
considered as part of the key
audit matter in the year as the
audit matter in the year as the
estimated recoverable amount
estimated recoverable amount
prepared by the Directors for
prepared by the Directors for
these CGUs indicate
these CGUs indicate
significantly improved
significantly improved
headroom.
headroom.
Refer to page 82 (Audit
Refer to page 82 (Audit
Committee Report), page 127
Committee Report), page 127
(accounting policy) and note
(accounting policy) and note
12 on pages 143 to 145
12 on pages 143 to 145
(financial disclosures).
(financial disclosures).
integration into the Group and are therefore
integration into the Group and are therefore
rate assumption.
rate assumption.
subject to greater levels of estimation
subject to greater levels of estimation
uncertainty in respect of the underlying
uncertainty in respect of the underlying
• Benchmark assumptions: we challenged the Group’s forecast
• Benchmark assumptions: we challenged the Group’s forecast
assumptions for cash flow projections, including the rate of sales
assumptions for cash flow projections, including the rate of sales
impairment model assumptions.
impairment model assumptions.
• The headroom in respect of the
• The headroom in respect of the
impairment test on the Iberchem
impairment test on the Iberchem
growth and operating profit growth in the short to medium term, the
growth and operating profit growth in the short to medium term, the
long-term growth rates and the appropriateness of discount rates,
long-term growth rates and the appropriateness of discount rates,
with reference to internally and externally derived sources.
with reference to internally and externally derived sources.
Fragrances and Iberchem Flavours Cash
Fragrances and Iberchem Flavours Cash
• Historical comparisons: we assessed the Group’s historical
• Historical comparisons: we assessed the Group’s historical
Generating Units is relatively small, and
Generating Units is relatively small, and
forecasting accuracy by comparing forecasts from prior years
forecasting accuracy by comparing forecasts from prior years
small changes in the assumptions applied
small changes in the assumptions applied
with actual results in those years.
with actual results in those years.
in the value in use calculations could
in the value in use calculations could
• Sensitivity analysis: we performed breakeven analysis on the
• Sensitivity analysis: we performed breakeven analysis on the
impact management’s conclusions about
impact management’s conclusions about
key assumptions including the discount rate and growth rates.
key assumptions including the discount rate and growth rates.
the carrying value of goodwill and how
the carrying value of goodwill and how
this compares to the recoverable amount.
this compares to the recoverable amount.
• Assessing transparency: we considered the adequacy of the
• Assessing transparency: we considered the adequacy of the
Group’s disclosures in respect of impairment testing and
Group’s disclosures in respect of impairment testing and
• The effect of this matter is that, as part of
• The effect of this matter is that, as part of
our risk assessment, we determined that
our risk assessment, we determined that
impairment assessments in respect of the
impairment assessments in respect of the
Iberchem Fragrances and Iberchem
Iberchem Fragrances and Iberchem
Flavours Cash Generating Units have a high
Flavours Cash Generating Units have a high
degree of estimation uncertainty, with a
degree of estimation uncertainty, with a
potential range of reasonable outcomes
potential range of reasonable outcomes
greater than our materiality for the financial
greater than our materiality for the financial
statements as a whole. The financial
statements as a whole. The financial
statements (note 12) disclose the
statements (note 12) disclose the
sensitivities estimated by the Group.
sensitivities estimated by the Group.
whether disclosures about the sensitivity of the outcome of the
whether disclosures about the sensitivity of the outcome of the
impairment assessment to changes in key assumptions properly
impairment assessment to changes in key assumptions properly
reflect the risks inherent in the valuations of goodwill.
reflect the risks inherent in the valuations of goodwill.
We performed the tests above rather than seeking to rely on any of
We performed the tests above rather than seeking to rely on any of
the Group’s controls because the nature of the balance is such that
the Group’s controls because the nature of the balance is such that
we would expect to obtain audit evidence primarily through the
we would expect to obtain audit evidence primarily through the
detailed procedures described.
detailed procedures described.
Our results
Our results
• We found the Group’s conclusion that there is no impairment of
• We found the Group’s conclusion that there is no impairment of
goodwill in the Iberchem Fragrances and Iberchem Flavours
goodwill in the Iberchem Fragrances and Iberchem Flavours
Cash Generating Units to be acceptable (2020 result Sipo and
Cash Generating Units to be acceptable (2020 result Sipo and
Biosector Cash Generating Units: acceptable).
Biosector Cash Generating Units: acceptable).
Parent Company
Parent Company
The risk
The risk
Our response
Our response
Recoverability of
Recoverability of
parent Company’s
parent Company’s
investments in subsidiaries
investments in subsidiaries
and intercompany debtors
and intercompany debtors
Low risk, high value:
Low risk, high value:
Our procedures included:
Our procedures included:
• The carrying amount of the parent
• The carrying amount of the parent
• Tests of detail: we assessed 100% of intercompany debtors to
• Tests of detail: we assessed 100% of intercompany debtors to
Company’s intercompany debtors, held
Company’s intercompany debtors, held
identify, with reference to the relevant debtors’ draft balance sheet,
identify, with reference to the relevant debtors’ draft balance sheet,
at cost less impairment, represents 48%
at cost less impairment, represents 48%
whether they have a positive net asset value and therefore coverage
whether they have a positive net asset value and therefore coverage
Investments in subsidiaries
Investments in subsidiaries
(2020: 51%) and the carrying value of
(2020: 51%) and the carrying value of
of the debt owed, as well as assessing whether those debtor
of the debt owed, as well as assessing whether those debtor
£1,385.6m and intercompany
£1,385.6m and intercompany
investments in subsidiaries represents
investments in subsidiaries represents
companies have historically been profit-making.
companies have historically been profit-making.
debtors £1,325.2m (2020:
debtors £1,325.2m (2020:
50% of the parent Company’s total
50% of the parent Company’s total
£1,452.2m)
£1,452.2m)
assets.
assets.
The parent company funds
The parent company funds
subsidiaries through a
subsidiaries through a
combination of equity and
combination of equity and
intercompany loans and
intercompany loans and
We do not consider the recoverable amount
We do not consider the recoverable amount
of these amounts to be at a high risk of
of these amounts to be at a high risk of
significant misstatement, or to be subject to
significant misstatement, or to be subject to
a significant level of judgement. However,
a significant level of judgement. However,
• Test of detail: we compared the carrying amount of 100% of
• Test of detail: we compared the carrying amount of 100% of
investments with the relevant subsidiaries’ draft balance sheet to
investments with the relevant subsidiaries’ draft balance sheet to
identify whether their net assets, being an approximation of their
identify whether their net assets, being an approximation of their
minimum recoverable amount, were in excess of their carrying
minimum recoverable amount, were in excess of their carrying
amount and assessing whether those subsidiaries have
amount and assessing whether those subsidiaries have
historically been profit-making.
historically been profit-making.
following additions associated
following additions associated
due to their materiality in the context of the
due to their materiality in the context of the
• Assessing subsidiary audits: we assessed the work performed by
• Assessing subsidiary audits: we assessed the work performed by
parent Company financial statements as a
parent Company financial statements as a
the subsidiary audit team, and considering the results of that work,
the subsidiary audit team, and considering the results of that work,
whole, this is considered to be the area
whole, this is considered to be the area
on those net assets, including assessing the ability of the subsidiary
on those net assets, including assessing the ability of the subsidiary
which had the greatest effect on our overall
which had the greatest effect on our overall
to obtain liquid funds and therefore the ability of the subsidiary to
to obtain liquid funds and therefore the ability of the subsidiary to
parent Company audit.
parent Company audit.
fund the repayment of the receivable.
fund the repayment of the receivable.
We performed the tests above rather than seeking to rely on any of
We performed the tests above rather than seeking to rely on any of
the parent Company’s controls because the nature of the balance
the parent Company’s controls because the nature of the balance
meant that detailed testing is inherently the most effective means of
meant that detailed testing is inherently the most effective means of
obtaining audit evidence.
obtaining audit evidence.
Our results
Our results
We found the Group’s assessment of the recoverability of
We found the Group’s assessment of the recoverability of
investment in subsidiaries and the intercompany debtors balance to
investment in subsidiaries and the intercompany debtors balance to
be acceptable (2020 result: acceptable).
be acceptable (2020 result: acceptable).
The identification and valuation of intangible assets acquired in respect of the Avanti and Iberchem business combinations was a key audit matter in
The identification and valuation of intangible assets acquired in respect of the Avanti and Iberchem business combinations was a key audit matter in
the prior year. We continue to perform procedures over identification and valuation of intangible assets acquired in business combinations, however,
the prior year. We continue to perform procedures over identification and valuation of intangible assets acquired in business combinations, however,
the degree of subjectivity in assessing the assumptions applied by the Group has reduced given the smaller size of the two business combinations in
the degree of subjectivity in assessing the assumptions applied by the Group has reduced given the smaller size of the two business combinations in
2021, and as such we have not assessed this as one of the most significant risks in our current year audit and, therefore, it is not separately
2021, and as such we have not assessed this as one of the most significant risks in our current year audit and, therefore, it is not separately
with the acquisition of
with the acquisition of
Iberchem the investments in
Iberchem the investments in
subsidiaries balance is now
subsidiaries balance is now
also considered as part of the
also considered as part of the
key audit matter in the year.
key audit matter in the year.
Refer to page 82 (Audit
Refer to page 82 (Audit
Committee Report), page 130
Committee Report), page 130
and 164 (accounting policy)
and 164 (accounting policy)
and notes F and G on pages
and notes F and G on pages
165 and 166 (financial
165 and 166 (financial
disclosures).
disclosures).
identified in our report this year.
identified in our report this year.
114 Croda International Plc
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Annual report and Accounts 2021
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114
3. Our application of materiality and an overview
of the scope of our audit
Materiality for the Group financial statements as a whole was
set at £16.0m (2020: £15.0m), determined with reference to a
benchmark of normalised Group profit before tax (PBT) of £328.6m
(2020: £300.2m), of which it represents 4.9% (2020: 5.0%).
We normalised PBT by adding back adjustments that do not represent
the normal, continuing operations of the Group and by averaging over
three years. The items we adjusted were exceptional curtailment gains
and redundancy costs as disclosed in notes 3 and 11.
Materiality for the parent Company financial statements as a whole was
set at £8.7m (2020: £8.7m), which is the component materiality for the
parent company determined by the Group audit engagement team. This
is lower than the materiality we would otherwise have determined with
reference to a benchmark of parent Company total assets of £2,778.0m
(2020: £2,851.4m), of which it represents 0.3% (2020: 0.3%).
In line with our audit methodology, our procedures on individual
account balances and disclosures were performed to a lower threshold,
performance materiality, so as to reduce to an acceptable level the risk
that individually immaterial misstatements in individual account
balances add up to a material amount across the financial statements
as a whole.
Performance materiality was set at 75% (2020: 75%) of materiality
for the financial statements as a whole, which equates to £12.0m
(2020: £11.3m) for the Group and £6.5m (2020: £6.5m) for the Parent
company. We applied this percentage in our determination of
performance materiality because we did not identify any factors
indicating an elevated level of risk.
We agreed to report to the Audit Committee any corrected
or uncorrected identified misstatements exceeding £0.8m
(2020: £0.75m), in addition to other identified misstatements that
warranted reporting on quantitative grounds.
Of the Group’s 87 (2020: 85) reporting components, we subjected
10 (2020: 12) to full scope audits for Group purposes and 6 (2020: 7)
to specified risk-focused audit procedures. One component (2020: 1)
for which we performed specific risk-focused procedures was not
individually financially significant enough to require a full scope audit for
Group purposes but did present specific individual risks that needed to
be addressed. The other 5 (2020: 6) components for which we
performed work other than full scope audits for Group reporting
purposes were not individually significant but were included in the
scope of our Group reporting work in order to provide further coverage
over the Group’s results.
The components within the scope of our work accounted for the
percentages illustrated opposite.
The remaining 22% (2020: 22%) of total Group revenue, 15% (2020:
16%) of total of the profits and losses that made up the Group profit
before tax and 12% (2020: 10%) of total Group assets is represented
by 71 (2020: 66) reporting components, none of which individually
represented more than 2% (2020: 2%) of any of total Group revenue,
Group profit before tax or total Group assets. For these components,
we performed analysis at an aggregated Group level to re-examine our
assessment that there were no significant risks of material
misstatement within these.
Normalised Group profit
before tax
Group materiality
£16m (2020: £15m)
£328.6m
(2020: £300.2m)
Normalised PBT
Group materiality
£16m
Whole financial statements
materiality
(2020: £15m)
£12m
Whole financial statements
performance materiality
(2020: £11.3m)
£9m
Range of materiality at
16 components (£0.9m to £9m)
(2020: £0.45m to £8.7m)
£0.8m
Misstatements reported
to the Audit Committee
(2020: £0.75m)
Group revenue
Total of the profit and losses
that made up Group profit
before tax
78%
(2020: 78%)
16%
12%
66%
62%
9%
7%
85%
(2020: 84%)
77%
76%
Full scope for Group audit purposes 2021
Full scope for Group audit purposes 2021
Group total assets
Specific risk-focused audit procedures 2021
Specific risk-focused audit procedures 2021
Full scope for Group audit purposes 2020
Full scope for Group audit purposes 2020
Specific risk-focused audit procedures 2020
Specific risk-focused audit procedures 2020
Residual components
Residual components
2%
2%
88%
(2020: 90%)
88%
86%
Full scope for Group audit purposes 2021
Specific risk-focused audit procedures 2021
Full scope for Group audit purposes 2020
Specific risk-focused audit procedures 2020
Residual components
The 2020 charts have been updated to include
components scoped for specified risk-focused
audit procedures
Croda International Plc
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Annual report and Accounts 2021 115
Annual Report and Accounts 2021 115
Financial statements (continued)
Independent Auditor’s Report to the Members of Croda International Plc (continued)
3. Our application of materiality and an overview of
the scope of our audit continued
The Group team adopted a centralised approach to testing revenue,
purchases and journal entries. Data and analytics routines were
performed for 13 components, and the Group team assessed the
outputs of these routines before sending outputs to component
auditors and instructing them to test transactions meeting certain
criteria. The instructions to component auditors also included significant
areas to be covered, including the relevant risks detailed above and
the information to be reported back. The Group team approved the
component materialities, which ranged from £0.9m to £9.0m (2020:
£0.5m to £8.7m), having regard to the mix of size and risk profile of the
Group across the components. The work on 12 of the 16 components
(2020: 11 of the 19 components) was performed by component
auditors and the rest, including the audit of the parent Company, was
performed by the Group team. The Group team performed procedures
on the items excluded from normalised Group profit before tax.
The scope of the audit work performed was predominately substantive
as we placed limited reliance upon the Group’s internal control over
financial reporting.
On account of travel restrictions in place during the performance of the
audit the Group team did not visit the component auditors and instead
senior members of the Group audit team held regular video conference
meetings with all in scope components. These meetings involved
explanation of Group audit instructions, involvement in planning audit
procedures, discussing progress updates and emerging findings,
reviewing outcomes of testing performed and involvement in discussing
audit findings with component management. The Group audit team
reviewed the audit documentation of component audits through various
stages of their audits. The Group team also attended the component
virtual clearance meetings. At these meetings, the findings reported to the
Group team were discussed in more detail, and any further work required
by the Group team was then performed by the component auditor.
4. The impact of climate change on our audit
In planning our audit, we have considered the potential impact of
climate change on the Group’s business and its financial statements.
The Group has set out its Climate Positive targets and Science Based
targets in line with limiting global warming to 1.5ºC by 2030, and to be
climate net zero by 2050. The majority of the Group’s carbon emissions
are in the supply chain, and the Group continues to develop its
assessment of climate change. Climate change initiatives impact the
Group in a variety of ways including opportunities and risks relating to
bio-based raw material supply, operational and supply chain
decarbonisation and emerging regulatory requirements such as carbon
taxes. Further information is provided on pages 40 to 43.
While the Group has set out its Climate Positive targets and Science
Based targets, the Group continues to assess and develop the
consequences of this in terms of capital expenditure, the cost base and
impacts on cash flows.
The Group considered the impact of climate change and the Group’s
targets in the preparation of the financial statements, including an
evaluation of critical accounting estimates and judgements. The Group
concluded that this did not have a material effect on the consolidated
financial statements, as described on page 125 and 126.
As part of our audit, we have made enquiries of management to
understand the extent of the potential impact of climate change risks on
the Group’s financial statements, including their assessment of critical
accounting estimates and judgements, and the effect on our audit. We
have performed a risk assessment to evaluate the potential impact,
including the goodwill impairment assessment, the estimates made
regarding useful economic lives of property, plant and equipment, and
the valuation of certain unquoted pension assets.
We held discussions with our own climate change professionals to
challenge our risk assessment.
Taking into account the extent of headroom on goodwill, the nature of the
Iberchem business, the expected remaining useful lives of property, plant
and equipment, and the nature of unquoted pension assets, we assessed
that there is not a significant impact on our audit for this financial year.
There was no significant impact of climate on our key audit matters.
We have read the Group’s disclosure of climate related information
in the front half of the annual report as set out on pages 40 to 43 and
considered consistency with the financial statements and our
audit knowledge.
5. Going concern
The Directors have prepared the financial statements on the going
concern basis as they do not intend to liquidate the Group or the parent
Company or to cease their operations, and as they have concluded
that the Group’s and the parent Company’s financial position means
that this is realistic. They have also concluded that there are no material
uncertainties that could have cast significant doubt over their ability
to continue as a going concern for at least a year from the date of
approval of the financial statements (“the going concern period”).
We used our knowledge of the Group, its industry, and the general
economic environment to identify the inherent risks to its business
model and analysed how those risks might affect the Group’s and
parent Company’s financial resources or ability to continue operations
over the going concern period. The risks that we considered most likely
to adversely affect the Group’s and parent Company’s available
financial resources and metrics relevant to debt covenants over this
period were:
• The potential impact on Group revenue of economic uncertainty and
reduced customer confidence with a reduction in the outlook for
global demand coupled with slower economic recovery; and
• The impact of a product quality issue leading to a product recall or
loss of revenue for a period of time.
We also considered less predictable but realistic second order impacts,
such as product quality failures, regulatory incidents and site incidents,
which could result in a rapid reduction of available financial resources.
We considered whether these risks could plausibly affect the liquidity or
covenant compliance in the going concern period by assessing the
degree of downside assumption that, individually and collectively, could
result in a liquidity issue, taking into account the Group’s current and
projected cash and facilities (a reverse stress test). We also assessed
the completeness of the going concern disclosure on page 125. Our
conclusions based on this work:
• we consider that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements is
appropriate;
• we have not identified, and concur with the Directors’ assessment
that there is not, a material uncertainty related to events or conditions
that, individually or collectively, may cast significant doubt on the
Group’s or Company’s ability to continue as a going concern for the
going concern period;
• we have nothing material to add or draw attention to in relation to the
Directors’ statement on page 125 on the use of the going concern
basis of accounting with no material uncertainties that may cast
significant doubt over the Group and parent Company’s use of that
basis for the going concern period, and we found the going concern
disclosure on page 125 to be acceptable; and
• the same statement is materially consistent with the financial
statements and our audit knowledge.
However, as we cannot predict all future events or conditions and as
subsequent events may result in outcomes that are inconsistent with
judgements that were reasonable at the time they were made, the
above conclusions are not a guarantee that the Group or the Company
will continue in operation.
116 Croda International Plc
116
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Annual report and Accounts 2021
Annual Report and Accounts 2021
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Financial statements (continued)
Financial statements (continued)
Independent Auditor’s Report to the Members of Croda International Plc (continued)
Independent Auditor’s Report to the Members of Croda International Plc (continued)
3. Our application of materiality and an overview of
3. Our application of materiality and an overview of
We held discussions with our own climate change professionals to
We held discussions with our own climate change professionals to
the scope of our audit continued
the scope of our audit continued
The Group team adopted a centralised approach to testing revenue,
The Group team adopted a centralised approach to testing revenue,
purchases and journal entries. Data and analytics routines were
purchases and journal entries. Data and analytics routines were
performed for 13 components, and the Group team assessed the
performed for 13 components, and the Group team assessed the
outputs of these routines before sending outputs to component
outputs of these routines before sending outputs to component
auditors and instructing them to test transactions meeting certain
auditors and instructing them to test transactions meeting certain
criteria. The instructions to component auditors also included significant
criteria. The instructions to component auditors also included significant
areas to be covered, including the relevant risks detailed above and
areas to be covered, including the relevant risks detailed above and
the information to be reported back. The Group team approved the
the information to be reported back. The Group team approved the
component materialities, which ranged from £0.9m to £9.0m (2020:
component materialities, which ranged from £0.9m to £9.0m (2020:
£0.5m to £8.7m), having regard to the mix of size and risk profile of the
£0.5m to £8.7m), having regard to the mix of size and risk profile of the
Group across the components. The work on 12 of the 16 components
Group across the components. The work on 12 of the 16 components
(2020: 11 of the 19 components) was performed by component
(2020: 11 of the 19 components) was performed by component
auditors and the rest, including the audit of the parent Company, was
auditors and the rest, including the audit of the parent Company, was
performed by the Group team. The Group team performed procedures
performed by the Group team. The Group team performed procedures
on the items excluded from normalised Group profit before tax.
on the items excluded from normalised Group profit before tax.
The scope of the audit work performed was predominately substantive
The scope of the audit work performed was predominately substantive
as we placed limited reliance upon the Group’s internal control over
as we placed limited reliance upon the Group’s internal control over
financial reporting.
financial reporting.
On account of travel restrictions in place during the performance of the
On account of travel restrictions in place during the performance of the
audit the Group team did not visit the component auditors and instead
audit the Group team did not visit the component auditors and instead
senior members of the Group audit team held regular video conference
senior members of the Group audit team held regular video conference
meetings with all in scope components. These meetings involved
meetings with all in scope components. These meetings involved
explanation of Group audit instructions, involvement in planning audit
explanation of Group audit instructions, involvement in planning audit
procedures, discussing progress updates and emerging findings,
procedures, discussing progress updates and emerging findings,
reviewing outcomes of testing performed and involvement in discussing
reviewing outcomes of testing performed and involvement in discussing
audit findings with component management. The Group audit team
audit findings with component management. The Group audit team
reviewed the audit documentation of component audits through various
reviewed the audit documentation of component audits through various
stages of their audits. The Group team also attended the component
stages of their audits. The Group team also attended the component
virtual clearance meetings. At these meetings, the findings reported to the
virtual clearance meetings. At these meetings, the findings reported to the
Group team were discussed in more detail, and any further work required
Group team were discussed in more detail, and any further work required
by the Group team was then performed by the component auditor.
by the Group team was then performed by the component auditor.
4. The impact of climate change on our audit
4. The impact of climate change on our audit
challenge our risk assessment.
challenge our risk assessment.
Taking into account the extent of headroom on goodwill, the nature of the
Taking into account the extent of headroom on goodwill, the nature of the
Iberchem business, the expected remaining useful lives of property, plant
Iberchem business, the expected remaining useful lives of property, plant
and equipment, and the nature of unquoted pension assets, we assessed
and equipment, and the nature of unquoted pension assets, we assessed
that there is not a significant impact on our audit for this financial year.
that there is not a significant impact on our audit for this financial year.
There was no significant impact of climate on our key audit matters.
There was no significant impact of climate on our key audit matters.
We have read the Group’s disclosure of climate related information
We have read the Group’s disclosure of climate related information
in the front half of the annual report as set out on pages 40 to 43 and
in the front half of the annual report as set out on pages 40 to 43 and
considered consistency with the financial statements and our
considered consistency with the financial statements and our
audit knowledge.
audit knowledge.
5. Going concern
5. Going concern
The Directors have prepared the financial statements on the going
The Directors have prepared the financial statements on the going
concern basis as they do not intend to liquidate the Group or the parent
concern basis as they do not intend to liquidate the Group or the parent
Company or to cease their operations, and as they have concluded
Company or to cease their operations, and as they have concluded
that the Group’s and the parent Company’s financial position means
that the Group’s and the parent Company’s financial position means
that this is realistic. They have also concluded that there are no material
that this is realistic. They have also concluded that there are no material
uncertainties that could have cast significant doubt over their ability
uncertainties that could have cast significant doubt over their ability
to continue as a going concern for at least a year from the date of
to continue as a going concern for at least a year from the date of
approval of the financial statements (“the going concern period”).
approval of the financial statements (“the going concern period”).
We used our knowledge of the Group, its industry, and the general
We used our knowledge of the Group, its industry, and the general
economic environment to identify the inherent risks to its business
economic environment to identify the inherent risks to its business
model and analysed how those risks might affect the Group’s and
model and analysed how those risks might affect the Group’s and
parent Company’s financial resources or ability to continue operations
parent Company’s financial resources or ability to continue operations
over the going concern period. The risks that we considered most likely
over the going concern period. The risks that we considered most likely
to adversely affect the Group’s and parent Company’s available
to adversely affect the Group’s and parent Company’s available
financial resources and metrics relevant to debt covenants over this
financial resources and metrics relevant to debt covenants over this
period were:
period were:
• The potential impact on Group revenue of economic uncertainty and
• The potential impact on Group revenue of economic uncertainty and
reduced customer confidence with a reduction in the outlook for
reduced customer confidence with a reduction in the outlook for
global demand coupled with slower economic recovery; and
global demand coupled with slower economic recovery; and
• The impact of a product quality issue leading to a product recall or
• The impact of a product quality issue leading to a product recall or
loss of revenue for a period of time.
loss of revenue for a period of time.
We also considered less predictable but realistic second order impacts,
We also considered less predictable but realistic second order impacts,
In planning our audit, we have considered the potential impact of
In planning our audit, we have considered the potential impact of
such as product quality failures, regulatory incidents and site incidents,
such as product quality failures, regulatory incidents and site incidents,
climate change on the Group’s business and its financial statements.
climate change on the Group’s business and its financial statements.
which could result in a rapid reduction of available financial resources.
which could result in a rapid reduction of available financial resources.
The Group has set out its Climate Positive targets and Science Based
The Group has set out its Climate Positive targets and Science Based
We considered whether these risks could plausibly affect the liquidity or
We considered whether these risks could plausibly affect the liquidity or
targets in line with limiting global warming to 1.5ºC by 2030, and to be
targets in line with limiting global warming to 1.5ºC by 2030, and to be
covenant compliance in the going concern period by assessing the
covenant compliance in the going concern period by assessing the
climate net zero by 2050. The majority of the Group’s carbon emissions
climate net zero by 2050. The majority of the Group’s carbon emissions
degree of downside assumption that, individually and collectively, could
degree of downside assumption that, individually and collectively, could
are in the supply chain, and the Group continues to develop its
are in the supply chain, and the Group continues to develop its
result in a liquidity issue, taking into account the Group’s current and
result in a liquidity issue, taking into account the Group’s current and
assessment of climate change. Climate change initiatives impact the
assessment of climate change. Climate change initiatives impact the
projected cash and facilities (a reverse stress test). We also assessed
projected cash and facilities (a reverse stress test). We also assessed
Group in a variety of ways including opportunities and risks relating to
Group in a variety of ways including opportunities and risks relating to
the completeness of the going concern disclosure on page 125. Our
the completeness of the going concern disclosure on page 125. Our
bio-based raw material supply, operational and supply chain
bio-based raw material supply, operational and supply chain
conclusions based on this work:
conclusions based on this work:
decarbonisation and emerging regulatory requirements such as carbon
decarbonisation and emerging regulatory requirements such as carbon
taxes. Further information is provided on pages 40 to 43.
taxes. Further information is provided on pages 40 to 43.
• we consider that the Directors’ use of the going concern basis of
• we consider that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements is
accounting in the preparation of the financial statements is
While the Group has set out its Climate Positive targets and Science
While the Group has set out its Climate Positive targets and Science
appropriate;
appropriate;
Based targets, the Group continues to assess and develop the
Based targets, the Group continues to assess and develop the
• we have not identified, and concur with the Directors’ assessment
• we have not identified, and concur with the Directors’ assessment
consequences of this in terms of capital expenditure, the cost base and
consequences of this in terms of capital expenditure, the cost base and
that there is not, a material uncertainty related to events or conditions
that there is not, a material uncertainty related to events or conditions
impacts on cash flows.
impacts on cash flows.
The Group considered the impact of climate change and the Group’s
The Group considered the impact of climate change and the Group’s
targets in the preparation of the financial statements, including an
targets in the preparation of the financial statements, including an
evaluation of critical accounting estimates and judgements. The Group
evaluation of critical accounting estimates and judgements. The Group
concluded that this did not have a material effect on the consolidated
concluded that this did not have a material effect on the consolidated
financial statements, as described on page 125 and 126.
financial statements, as described on page 125 and 126.
As part of our audit, we have made enquiries of management to
As part of our audit, we have made enquiries of management to
understand the extent of the potential impact of climate change risks on
understand the extent of the potential impact of climate change risks on
the Group’s financial statements, including their assessment of critical
the Group’s financial statements, including their assessment of critical
accounting estimates and judgements, and the effect on our audit. We
accounting estimates and judgements, and the effect on our audit. We
have performed a risk assessment to evaluate the potential impact,
have performed a risk assessment to evaluate the potential impact,
including the goodwill impairment assessment, the estimates made
including the goodwill impairment assessment, the estimates made
regarding useful economic lives of property, plant and equipment, and
regarding useful economic lives of property, plant and equipment, and
the valuation of certain unquoted pension assets.
the valuation of certain unquoted pension assets.
that, individually or collectively, may cast significant doubt on the
that, individually or collectively, may cast significant doubt on the
Group’s or Company’s ability to continue as a going concern for the
Group’s or Company’s ability to continue as a going concern for the
going concern period;
going concern period;
• we have nothing material to add or draw attention to in relation to the
• we have nothing material to add or draw attention to in relation to the
Directors’ statement on page 125 on the use of the going concern
Directors’ statement on page 125 on the use of the going concern
basis of accounting with no material uncertainties that may cast
basis of accounting with no material uncertainties that may cast
significant doubt over the Group and parent Company’s use of that
significant doubt over the Group and parent Company’s use of that
basis for the going concern period, and we found the going concern
basis for the going concern period, and we found the going concern
disclosure on page 125 to be acceptable; and
disclosure on page 125 to be acceptable; and
• the same statement is materially consistent with the financial
• the same statement is materially consistent with the financial
statements and our audit knowledge.
statements and our audit knowledge.
However, as we cannot predict all future events or conditions and as
However, as we cannot predict all future events or conditions and as
subsequent events may result in outcomes that are inconsistent with
subsequent events may result in outcomes that are inconsistent with
judgements that were reasonable at the time they were made, the
judgements that were reasonable at the time they were made, the
above conclusions are not a guarantee that the Group or the Company
above conclusions are not a guarantee that the Group or the Company
will continue in operation.
will continue in operation.
6. Fraud and breaches of laws and regulations –
ability to detect
Identifying and responding to risks of material misstatement due
to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we
assessed events or conditions that could indicate an incentive or
pressure to commit fraud or provide an opportunity to commit fraud.
Our risk assessment procedures included:
• Enquiring of Directors, the Audit Committee, internal audit and
inspection of policy documentation as to the Group’s high-level
policies and procedures to prevent and detect fraud, including the
internal audit function, as well as whether they have knowledge of
any actual, suspected or alleged fraud.
• Reading Board and Audit Committee minutes.
• Considering remuneration incentive schemes (performance related
annual Bonus Plan and Performance Share Plan) and performance
targets for management, including the EPS growth target.
We communicated identified fraud risks throughout the audit team and
remained alert to any indications of fraud throughout the audit. This
included communication from the Group audit team to full scope and
specified risk-focused component audit teams of relevant fraud risks
identified at the Group level and requesting these component audit
teams to report to the Group audit team any instances of fraud that
could give rise to a material misstatement at the Group level.
As required by auditing standards, we perform procedures to
address the risk of management override of controls, in particular
the risk that management may be in a position to make inappropriate
accounting entries.
On this audit, we do not believe there is a fraud risk related to revenue
recognition because revenue transactions have low individual value
with high volume, are routine and process driven and do not involve
judgement or estimation. This reduces the opportunities for
fraudulent activity.
We did not identify any additional fraud risks.
We performed procedures including:
• Identifying journal entries to test for all full scope and specified risk
focused components based on risk criteria by the Group audit team.
Component audit teams were instructed to test the identified entries
to supporting documentation. These included those posted by senior
finance management or other high-risk users and those posted to
unusual account combinations.
• Assessing whether the judgements made in making accounting
estimates are indicative of a potential bias.
Identifying and responding to risks of material misstatement due
to non-compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be
expected to have a material effect on the financial statements from our
general commercial and sector experience, through discussion with the
Directors and other management (as required by auditing standards),
and from inspection of the Group’s regulatory and legal
correspondence and discussed with the Directors and other
management the policies and procedures regarding compliance with
laws and regulations.
We communicated identified laws and regulations throughout our team
and remained alert to any indications of non-compliance throughout the
audit. This included communication from the Group audit team to all full
scope and specified risk-focused component audit teams of relevant
laws and regulations identified at the Group level, and a request for
these component auditors to report to the Group team any instances of
non-compliance with laws and regulations that could give rise to a
material misstatement at the Group level.
The potential effect of these laws and regulations on the financial
statements varies considerably. Firstly, the Group is subject to laws and
regulations that directly affect the financial statements including financial
reporting legislation (including related companies legislation),
distributable profits legislation, pensions legislation, and taxation
legislation, and we assessed the extent of compliance with these laws
and regulations as part of our procedures on the related financial
statement items.
Secondly, the Group is subject to many other laws and regulations
where the consequences of non-compliance could have a material
effect on amounts or disclosures in the financial statements, for
instance through the imposition of fines or litigation or the loss of the
Group’s licence to operate. We identified the following areas as those
most likely to have such an effect: GDPR compliance, health and safety
and product liability, competition, anti-bribery and corruption,
intellectual property, employment law, tax, trade compliance laws and
environmental legislation, recognising the nature of the Group’s
activities. Auditing standards limit the required audit procedures to
identify non- compliance with these laws and regulations to enquiry of
the Directors and other management and inspection of regulatory and
legal correspondence, if any. Therefore if a breach of operational
regulations is not disclosed to us or evident from relevant
correspondence, an audit will not detect that breach.
We discussed with the Audit Committee environmental matters related
to actual or suspected breaches of laws or regulations, for which
disclosure is not necessary, and considered any implications for
our audit.
Context of the ability of the audit to detect fraud or breaches of
law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk
that we may not have detected some material misstatements in the
financial statements, even though we have properly planned and
performed our audit in accordance with auditing standards. For
example, the further removed non-compliance with laws and
regulations is from the events and transactions reflected in the financial
statements, the less likely the inherently limited procedures required by
auditing standards would identify it.
In addition, as with any audit, there remained a higher risk of non-
detection of fraud, as these may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal controls. Our
audit procedures are designed to detect material misstatement. We are
not responsible for preventing non-compliance or fraud and cannot be
expected to detect non-compliance with all laws and regulations.
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Financial statements (continued)
Independent Auditor’s Report to the Members of Croda International Plc (continued)
We are also required to review the long-term viability statement,
set out on pages 56 and 57 under the Listing Rules. Based on the
above procedures, we have concluded that the above disclosures
are materially consistent with the financial statements and our
audit knowledge.
Our work is limited to assessing these matters in the context of only the
knowledge acquired during our financial statements audit. As we
cannot predict all future events or conditions and as subsequent events
may result in outcomes that are inconsistent with judgements that were
reasonable at the time they were made, the absence of anything to
report on these statements is not a guarantee as to the Group’s and
parent Company’s longer-term viability.
Corporate governance disclosures
We are required to perform procedures to identify whether there is a
material inconsistency between the Directors’ corporate governance
disclosures and the financial statements and our audit knowledge.
Based on those procedures, we have concluded that each of the
following is materially consistent with the financial statements and our
audit knowledge:
• the Directors’ statement that they consider that the Annual Report
and financial statements taken as a whole is fair, balanced and
understandable, and provides the information necessary for
shareholders to assess the Group’s position and performance,
business model and strategy;
• the section of the annual report describing the work of the Audit
Committee, including the significant issues that the Audit Committee
considered in relation to the financial statements, and how these
issues were addressed; and
• the section of the annual report that describes the review of the
effectiveness of the Group’s risk management and internal
control systems.
We are required to review the part of Corporate Governance Statement
relating to the Group’s compliance with the provisions of the UK
Corporate Governance Code specified by the Listing Rules for our
review. We have nothing to report in this respect.
7. We have nothing to report on the other
information in the Annual Report
The Directors are responsible for the other information presented in the
Annual Report together with the financial statements. Our opinion on
the financial statements does not cover the other information
and, accordingly, we do not express an audit opinion or, except as
explicitly stated below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so,
consider whether, based on our financial statements audit work,
the information therein is materially misstated or inconsistent with
the financial statements or our audit knowledge. Based solely on
that work we have not identified material misstatements in the
other information.
Strategic Report and Directors’ Report
Based solely on our work on the other information:
• we have not identified material misstatements in the Strategic Report
and the Directors’ Report;
• in our opinion the information given in those reports for the financial
year is consistent with the financial statements; and
• in our opinion those reports have been prepared in accordance with
the Companies Act 2006.
Directors’ Remuneration Report
In our opinion the part of the Directors’ Remuneration Report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
Disclosures of emerging and principal risks and longer-term
viability
We are required to perform procedures to identify whether there is a
material inconsistency between the Directors’ disclosures in respect of
emerging and principal risks and the viability statement, and the
financial statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw
attention to in relation to:
• the Directors’ confirmation within the long-term viability statement on
pages 56 and 57 that they have carried out a robust assessment of
the emerging and principal risks facing the Group, including those
that would threaten its business model, future performance, solvency
and liquidity;
• the Principal Risks disclosures describing these risks and how
emerging risks are identified, and explaining how they are being
managed and mitigated; and
the Directors’ explanation in the long-term viability statement of how
they have assessed the prospects of the Group, over what period they
have done so and why they considered that period to be appropriate,
and their statement as to whether they have a reasonable expectation
that the Group will be able to continue in operation and meet its
liabilities as they fall due over the period of their assessment, including
any related disclosures drawing attention to any necessary
qualifications or assumptions.
118 Croda International Plc
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Financial statements (continued)
Financial statements (continued)
Independent Auditor’s Report to the Members of Croda International Plc (continued)
Independent Auditor’s Report to the Members of Croda International Plc (continued)
We are also required to review the long-term viability statement,
We are also required to review the long-term viability statement,
set out on pages 56 and 57 under the Listing Rules. Based on the
set out on pages 56 and 57 under the Listing Rules. Based on the
above procedures, we have concluded that the above disclosures
above procedures, we have concluded that the above disclosures
are materially consistent with the financial statements and our
are materially consistent with the financial statements and our
audit knowledge.
audit knowledge.
Our work is limited to assessing these matters in the context of only the
Our work is limited to assessing these matters in the context of only the
knowledge acquired during our financial statements audit. As we
knowledge acquired during our financial statements audit. As we
cannot predict all future events or conditions and as subsequent events
cannot predict all future events or conditions and as subsequent events
may result in outcomes that are inconsistent with judgements that were
may result in outcomes that are inconsistent with judgements that were
reasonable at the time they were made, the absence of anything to
reasonable at the time they were made, the absence of anything to
report on these statements is not a guarantee as to the Group’s and
report on these statements is not a guarantee as to the Group’s and
parent Company’s longer-term viability.
parent Company’s longer-term viability.
Corporate governance disclosures
Corporate governance disclosures
We are required to perform procedures to identify whether there is a
We are required to perform procedures to identify whether there is a
material inconsistency between the Directors’ corporate governance
material inconsistency between the Directors’ corporate governance
disclosures and the financial statements and our audit knowledge.
disclosures and the financial statements and our audit knowledge.
Based on those procedures, we have concluded that each of the
Based on those procedures, we have concluded that each of the
following is materially consistent with the financial statements and our
following is materially consistent with the financial statements and our
audit knowledge:
audit knowledge:
• the Directors’ statement that they consider that the Annual Report
• the Directors’ statement that they consider that the Annual Report
and financial statements taken as a whole is fair, balanced and
and financial statements taken as a whole is fair, balanced and
understandable, and provides the information necessary for
understandable, and provides the information necessary for
shareholders to assess the Group’s position and performance,
shareholders to assess the Group’s position and performance,
business model and strategy;
business model and strategy;
• the section of the annual report describing the work of the Audit
• the section of the annual report describing the work of the Audit
Committee, including the significant issues that the Audit Committee
Committee, including the significant issues that the Audit Committee
considered in relation to the financial statements, and how these
considered in relation to the financial statements, and how these
issues were addressed; and
issues were addressed; and
• the section of the annual report that describes the review of the
• the section of the annual report that describes the review of the
effectiveness of the Group’s risk management and internal
effectiveness of the Group’s risk management and internal
control systems.
control systems.
We are required to review the part of Corporate Governance Statement
We are required to review the part of Corporate Governance Statement
relating to the Group’s compliance with the provisions of the UK
relating to the Group’s compliance with the provisions of the UK
Corporate Governance Code specified by the Listing Rules for our
Corporate Governance Code specified by the Listing Rules for our
review. We have nothing to report in this respect.
review. We have nothing to report in this respect.
7. We have nothing to report on the other
7. We have nothing to report on the other
information in the Annual Report
information in the Annual Report
The Directors are responsible for the other information presented in the
The Directors are responsible for the other information presented in the
Annual Report together with the financial statements. Our opinion on
Annual Report together with the financial statements. Our opinion on
the financial statements does not cover the other information
the financial statements does not cover the other information
and, accordingly, we do not express an audit opinion or, except as
and, accordingly, we do not express an audit opinion or, except as
explicitly stated below, any form of assurance conclusion thereon.
explicitly stated below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so,
Our responsibility is to read the other information and, in doing so,
consider whether, based on our financial statements audit work,
consider whether, based on our financial statements audit work,
the information therein is materially misstated or inconsistent with
the information therein is materially misstated or inconsistent with
the financial statements or our audit knowledge. Based solely on
the financial statements or our audit knowledge. Based solely on
that work we have not identified material misstatements in the
that work we have not identified material misstatements in the
other information.
other information.
Strategic Report and Directors’ Report
Strategic Report and Directors’ Report
Based solely on our work on the other information:
Based solely on our work on the other information:
• we have not identified material misstatements in the Strategic Report
• we have not identified material misstatements in the Strategic Report
and the Directors’ Report;
and the Directors’ Report;
• in our opinion the information given in those reports for the financial
• in our opinion the information given in those reports for the financial
year is consistent with the financial statements; and
year is consistent with the financial statements; and
• in our opinion those reports have been prepared in accordance with
• in our opinion those reports have been prepared in accordance with
the Companies Act 2006.
the Companies Act 2006.
Directors’ Remuneration Report
Directors’ Remuneration Report
In our opinion the part of the Directors’ Remuneration Report to
In our opinion the part of the Directors’ Remuneration Report to
be audited has been properly prepared in accordance with the
be audited has been properly prepared in accordance with the
Companies Act 2006.
Companies Act 2006.
Disclosures of emerging and principal risks and longer-term
Disclosures of emerging and principal risks and longer-term
viability
viability
We are required to perform procedures to identify whether there is a
We are required to perform procedures to identify whether there is a
material inconsistency between the Directors’ disclosures in respect of
material inconsistency between the Directors’ disclosures in respect of
emerging and principal risks and the viability statement, and the
emerging and principal risks and the viability statement, and the
financial statements and our audit knowledge.
financial statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw
Based on those procedures, we have nothing material to add or draw
attention to in relation to:
attention to in relation to:
• the Directors’ confirmation within the long-term viability statement on
• the Directors’ confirmation within the long-term viability statement on
pages 56 and 57 that they have carried out a robust assessment of
pages 56 and 57 that they have carried out a robust assessment of
the emerging and principal risks facing the Group, including those
the emerging and principal risks facing the Group, including those
that would threaten its business model, future performance, solvency
that would threaten its business model, future performance, solvency
and liquidity;
and liquidity;
• the Principal Risks disclosures describing these risks and how
• the Principal Risks disclosures describing these risks and how
emerging risks are identified, and explaining how they are being
emerging risks are identified, and explaining how they are being
managed and mitigated; and
managed and mitigated; and
the Directors’ explanation in the long-term viability statement of how
the Directors’ explanation in the long-term viability statement of how
they have assessed the prospects of the Group, over what period they
they have assessed the prospects of the Group, over what period they
have done so and why they considered that period to be appropriate,
have done so and why they considered that period to be appropriate,
and their statement as to whether they have a reasonable expectation
and their statement as to whether they have a reasonable expectation
that the Group will be able to continue in operation and meet its
that the Group will be able to continue in operation and meet its
liabilities as they fall due over the period of their assessment, including
liabilities as they fall due over the period of their assessment, including
any related disclosures drawing attention to any necessary
any related disclosures drawing attention to any necessary
qualifications or assumptions.
qualifications or assumptions.
10. The purpose of our audit work and to whom we
owe our responsibilities
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.
Ian Griffiths (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London
E14 5GL
28 February 2022
8. We have nothing to report on the other matters
on which we are required to report by exception
Under the Companies Act 2006, we are required 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.
We have nothing to report in these respects.
9. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 111,
the Directors are responsible for: the preparation of the financial
statements including being satisfied that they give a true and fair view;
such internal control as they determine is necessary to enable the
preparation of financial statements that are free from material
misstatement, whether due to fraud or error; 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 they 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
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 our opinion in an auditor’s
report. Reasonable assurance is a high level of assurance, but does not
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 aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of the financial
statements.
A fuller description of our responsibilities is provided on the FRC’s
website at www.frc.org.uk/auditorsresponsibilities.
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Financial statements (continued)
Group Consolidated Statements
Group Income Statement
for the year ended 31 December 2021
Revenue
Cost of sales
Gross profit
Operating costs
Operating profit
Financial costs
Financial income
Profit before tax
Tax
Profit after tax for the year
Attributable to:
Non-controlling interests
Owners of the parent
Note
1
2
3
4
4
5
2021
2021
Adjusted
£m
1,889.6
(950.7)
938.9
(470.3)
468.6
(24.9)
1.5
445.2
(94.4)
350.8
Adjustments
£m
–
–
–
(30.4)
(30.4)
(3.3)
–
(33.7)
5.7
(28.0)
2021
Reported
Total
£m
1,889.6
(950.7)
938.9
(500.7)
438.2
(28.2)
1.5
411.5
(88.7)
322.8
2.0
348.8
350.8
–
(28.0)
(28.0)
2.0
320.8
322.8
2020
2020
Adjusted
£m
1,390.3
(758.2)
632.1
(312.5)
319.6
(19.5)
0.5
300.6
(72.4)
228.2
–
228.2
228.2
Adjustments
£m
–
–
–
(29.6)
(29.6)
(1.5)
–
(31.1)
4.5
(26.6)
–
(26.6)
(26.6)
Adjustments relate to exceptional items, amortisation of intangible assets arising on acquisition and the tax thereon. Details are disclosed in note 3.
Earnings per 10.61p ordinary share
Basic
Diluted
Pence
250.0
249.5
7
7
Pence
Pence
230.0
175.5
229.5
175.3
Group Statement of Comprehensive Income
for the year ended 31 December 2021
Note
2021
£m
322.8
11
5
20
20
5
40.6
(8.3)
32.3
(61.1)
3.7
(6.0)
0.4
(63.0)
(30.7)
292.1
2.1
290.0
292.1
292.1
292.1
Profit after tax for the year
Other comprehensive income/(expense):
Items that will not be reclassified
subsequently to profit or loss:
Remeasurements of post-retirement
benefit obligations
Tax on items that will not be reclassified
Items that may be reclassified
subsequently to profit or loss:
Currency translation
Cash flow hedging
Cost of hedging reserve
Tax on items that may be reclassified
Other comprehensive (expense)/income for the year
Total comprehensive income for the year
Attributable to:
Non-controlling interests
Owners of the parent
Arising from:
Continuing operations
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2020
Reported
Total
£m
1,390.3
(758.2)
632.1
(342.1)
290.0
(21.0)
0.5
269.5
(67.9)
201.6
–
201.6
201.6
Pence
155.1
154.8
2020
£m
201.6
51.3
(9.7)
41.6
(15.0)
–
–
–
(15.0)
26.6
228.2
0.1
228.1
228.2
228.2
228.2
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Financial statements (continued)
Financial statements (continued)
Group Consolidated Statements
Group Consolidated Statements
Group Income Statement
Group Income Statement
for the year ended 31 December 2021
for the year ended 31 December 2021
Revenue
Revenue
Cost of sales
Cost of sales
Gross profit
Gross profit
Operating costs
Operating costs
Operating profit
Operating profit
Financial costs
Financial costs
Financial income
Financial income
Profit before tax
Profit before tax
Tax
Tax
Profit after tax for the year
Profit after tax for the year
Attributable to:
Attributable to:
Non-controlling interests
Non-controlling interests
Owners of the parent
Owners of the parent
Earnings per 10.61p ordinary share
Earnings per 10.61p ordinary share
Basic
Basic
Diluted
Diluted
2021
2021
2021
2021
2020
2020
2020
2020
Adjusted
Adjusted
Adjustments
Adjustments
Adjusted
Adjusted
Adjustments
Adjustments
Note
Note
1
1
£m
£m
1,889.6
1,889.6
1,889.6
1,889.6
1,390.3
1,390.3
2021
2021
Reported
Reported
Total
Total
£m
£m
(950.7)
(950.7)
938.9
938.9
(500.7)
(500.7)
438.2
438.2
(28.2)
(28.2)
1.5
1.5
411.5
411.5
(88.7)
(88.7)
322.8
322.8
2.0
2.0
320.8
320.8
322.8
322.8
£m
£m
–
–
–
–
–
–
(30.4)
(30.4)
(30.4)
(30.4)
(3.3)
(3.3)
–
–
(33.7)
(33.7)
5.7
5.7
(28.0)
(28.0)
–
–
(28.0)
(28.0)
(28.0)
(28.0)
£m
£m
(758.2)
(758.2)
632.1
632.1
(312.5)
(312.5)
319.6
319.6
(19.5)
(19.5)
0.5
0.5
300.6
300.6
(72.4)
(72.4)
228.2
228.2
–
–
228.2
228.2
228.2
228.2
£m
£m
–
–
–
–
–
–
(29.6)
(29.6)
(29.6)
(29.6)
(1.5)
(1.5)
–
–
(31.1)
(31.1)
4.5
4.5
(26.6)
(26.6)
–
–
(26.6)
(26.6)
(26.6)
(26.6)
(950.7)
(950.7)
938.9
938.9
(470.3)
(470.3)
468.6
468.6
(24.9)
(24.9)
1.5
1.5
445.2
445.2
(94.4)
(94.4)
350.8
350.8
2.0
2.0
348.8
348.8
350.8
350.8
Pence
Pence
250.0
250.0
249.5
249.5
2
2
3
3
4
4
4
4
5
5
7
7
7
7
Pence
Pence
Pence
Pence
230.0
230.0
175.5
175.5
229.5
229.5
175.3
175.3
Adjustments relate to exceptional items, amortisation of intangible assets arising on acquisition and the tax thereon. Details are disclosed in note 3.
Adjustments relate to exceptional items, amortisation of intangible assets arising on acquisition and the tax thereon. Details are disclosed in note 3.
Group Statement of Comprehensive Income
Group Statement of Comprehensive Income
for the year ended 31 December 2021
for the year ended 31 December 2021
Profit after tax for the year
Profit after tax for the year
Other comprehensive income/(expense):
Other comprehensive income/(expense):
Items that will not be reclassified
Items that will not be reclassified
subsequently to profit or loss:
subsequently to profit or loss:
Remeasurements of post-retirement
Remeasurements of post-retirement
benefit obligations
benefit obligations
Tax on items that will not be reclassified
Tax on items that will not be reclassified
Items that may be reclassified
Items that may be reclassified
subsequently to profit or loss:
subsequently to profit or loss:
Currency translation
Currency translation
Cash flow hedging
Cash flow hedging
Cost of hedging reserve
Cost of hedging reserve
Tax on items that may be reclassified
Tax on items that may be reclassified
Other comprehensive (expense)/income for the year
Other comprehensive (expense)/income for the year
Total comprehensive income for the year
Total comprehensive income for the year
Attributable to:
Attributable to:
Non-controlling interests
Non-controlling interests
Owners of the parent
Owners of the parent
Arising from:
Arising from:
Continuing operations
Continuing operations
120 Croda International Plc
120 Croda International Plc
Croda International Plc
Annual report and Accounts 2021
Annual report and Accounts 2021
Annual Report and Accounts 2021
120
Note
Note
2021
2021
£m
£m
322.8
322.8
11
11
5
5
20
20
20
20
5
5
40.6
40.6
(8.3)
(8.3)
32.3
32.3
(61.1)
(61.1)
3.7
3.7
(6.0)
(6.0)
0.4
0.4
(63.0)
(63.0)
(30.7)
(30.7)
292.1
292.1
2.1
2.1
290.0
290.0
292.1
292.1
292.1
292.1
292.1
292.1
2020
2020
Reported
Reported
Total
Total
£m
£m
1,390.3
1,390.3
(758.2)
(758.2)
632.1
632.1
(342.1)
(342.1)
290.0
290.0
(21.0)
(21.0)
0.5
0.5
269.5
269.5
(67.9)
(67.9)
201.6
201.6
–
–
201.6
201.6
201.6
201.6
Pence
Pence
155.1
155.1
154.8
154.8
2020
2020
£m
£m
201.6
201.6
51.3
51.3
(9.7)
(9.7)
41.6
41.6
(15.0)
(15.0)
–
–
–
–
–
–
(15.0)
(15.0)
26.6
26.6
228.2
228.2
0.1
0.1
228.1
228.1
228.2
228.2
228.2
228.2
228.2
228.2
Group Balance Sheet
at 31 December 2021
Assets
Non-current assets
Intangible assets
Property, plant and equipment
Right of use assets
Investments
Deferred tax assets
Retirement benefit assets
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Liabilities
Current liabilities
Trade and other payables
Borrowings and other financial liabilities
Lease liabilities
Provisions
Current tax liabilities
Net current assets
Non-current liabilities
Borrowings and other financial liabilities
Lease liabilities
Other payables
Retirement benefit liabilities
Provisions
Deferred tax liabilities
Net assets
Equity
Ordinary share capital
Preference share capital
Share capital
Share premium account
Reserves
Equity attributable to owners of the parent
Non-controlling interests in equity
Total equity
Note
2021
£m
2020
£m
12
13
14
16
6
11
17
18
20
19
20
14
21
20
14
19
11
21
6
22
24
26
1,271.6
988.1
87.9
3.3
13.5
35.3
2,399.7
443.0
337.9
112.8
893.7
(358.0)
(50.9)
(12.2)
(5.5)
(33.3)
(459.9)
433.8
(794.6)
(78.3)
(12.3)
(27.4)
(3.6)
(151.4)
(1,067.6)
1,765.9
15.1
1.1
16.2
707.7
1,029.2
1,753.1
12.8
1,765.9
1,311.7
900.8
80.1
5.2
14.5
17.6
2,329.9
302.6
289.9
106.5
699.0
(240.5)
(49.1)
(10.7)
(6.7)
(38.4)
(345.4)
353.6
(776.2)
(71.0)
(27.1)
(49.9)
(3.9)
(160.3)
(1,088.4)
1,595.1
15.1
1.1
16.2
707.7
861.9
1,585.8
9.3
1,595.1
The financial statements on pages 120 to 161 were signed on behalf of the Board who approved the accounts on 28 February 2022.
Anita Frew
Chair
Jez Maiden
Group Finance Director
Croda International Plc
Croda International Plc
Annual report and Accounts 2021 121
Annual Report and Accounts 2021 121
Note
ii
28
16
13
12
21
14
8
i,iii
iii
2021
£m
479.0
(19.8)
(111.5)
347.7
(58.1)
–
(153.0)
(5.7)
0.2
(1.1)
1.5
(216.2)
320.2
(282.6)
(14.4)
–
(0.7)
(2.4)
(132.5)
(0.2)
(112.6)
18.9
77.8
(2.4)
94.3
112.8
(18.5)
94.3
2020
£m
375.2
(17.5)
(70.7)
287.0
(868.2)
(1.5)
(115.0)
(6.2)
0.2
(1.7)
0.5
(991.9)
438.7
(201.4)
(7.6)
615.5
–
(6.9)
(115.9)
–
722.4
17.5
63.1
(2.8)
77.8
106.5
(28.7)
77.8
Financial statements (continued)
Group Consolidated Statements (continued)
Group Statement of Cash Flows
for the year ended 31 December 2021
Cash generated from operating activities
Cash generated by operations
Interest paid
Tax paid
Net cash generated from operating activities
Cash flows from investing activities
Acquisition of subsidiaries, net of cash acquired
Acquisition of associates and other investments
Purchase of property, plant and equipment
Purchase of other intangible assets
Proceeds from sale of property, plant and equipment
Cash paid against non-operating provisions
Interest received
Net cash used in investing activities
Cash flows from financing activities
New borrowings
Repayment of borrowings
Payment of lease liabilities
Issue of ordinary shares
Acquisition of non-controlling interests
Net transactions in own shares
Dividends paid to equity shareholders
Dividends paid to non-controlling interests
Net cash used in financing activities
Net movement in cash and cash equivalents
Cash and cash equivalents brought forward
Exchange differences
Cash and cash equivalents carried forward
Cash and cash equivalents carried forward comprise:
Cash at bank and in hand
Bank overdrafts
122 Croda International Plc
122
Croda International Plc
Annual report and Accounts 2021
Annual Report and Accounts 2021
Financial statements (continued)
Financial statements (continued)
Group Consolidated Statements (continued)
Group Consolidated Statements (continued)
Group Statement of Cash Flows
Group Statement of Cash Flows
for the year ended 31 December 2021
for the year ended 31 December 2021
Cash generated from operating activities
Cash generated from operating activities
Cash generated by operations
Cash generated by operations
Interest paid
Interest paid
Tax paid
Tax paid
Net cash generated from operating activities
Net cash generated from operating activities
Cash flows from investing activities
Cash flows from investing activities
Acquisition of subsidiaries, net of cash acquired
Acquisition of subsidiaries, net of cash acquired
Acquisition of associates and other investments
Acquisition of associates and other investments
Purchase of property, plant and equipment
Purchase of property, plant and equipment
Purchase of other intangible assets
Purchase of other intangible assets
Proceeds from sale of property, plant and equipment
Proceeds from sale of property, plant and equipment
Cash paid against non-operating provisions
Cash paid against non-operating provisions
Interest received
Interest received
Net cash used in investing activities
Net cash used in investing activities
Cash flows from financing activities
Cash flows from financing activities
New borrowings
New borrowings
Repayment of borrowings
Repayment of borrowings
Payment of lease liabilities
Payment of lease liabilities
Issue of ordinary shares
Issue of ordinary shares
Acquisition of non-controlling interests
Acquisition of non-controlling interests
Net transactions in own shares
Net transactions in own shares
Dividends paid to equity shareholders
Dividends paid to equity shareholders
Dividends paid to non-controlling interests
Dividends paid to non-controlling interests
Net cash used in financing activities
Net cash used in financing activities
Net movement in cash and cash equivalents
Net movement in cash and cash equivalents
Cash and cash equivalents brought forward
Cash and cash equivalents brought forward
Exchange differences
Exchange differences
Cash and cash equivalents carried forward
Cash and cash equivalents carried forward
Cash and cash equivalents carried forward comprise:
Cash and cash equivalents carried forward comprise:
Cash at bank and in hand
Cash at bank and in hand
Bank overdrafts
Bank overdrafts
Note
Note
ii
ii
28
28
16
16
13
13
12
12
21
21
14
14
8
8
i,iii
i,iii
iii
iii
(216.2)
(216.2)
(991.9)
(991.9)
2021
2021
£m
£m
479.0
479.0
(19.8)
(19.8)
(111.5)
(111.5)
347.7
347.7
(58.1)
(58.1)
–
–
(153.0)
(153.0)
(5.7)
(5.7)
0.2
0.2
(1.1)
(1.1)
1.5
1.5
320.2
320.2
(282.6)
(282.6)
(14.4)
(14.4)
–
–
(0.7)
(0.7)
(2.4)
(2.4)
(132.5)
(132.5)
(0.2)
(0.2)
(112.6)
(112.6)
18.9
18.9
77.8
77.8
(2.4)
(2.4)
94.3
94.3
112.8
112.8
(18.5)
(18.5)
94.3
94.3
2020
2020
£m
£m
375.2
375.2
(17.5)
(17.5)
(70.7)
(70.7)
287.0
287.0
(868.2)
(868.2)
(1.5)
(1.5)
(115.0)
(115.0)
(6.2)
(6.2)
0.2
0.2
(1.7)
(1.7)
0.5
0.5
438.7
438.7
(201.4)
(201.4)
(7.6)
(7.6)
615.5
615.5
–
–
(6.9)
(6.9)
(115.9)
(115.9)
–
–
722.4
722.4
17.5
17.5
63.1
63.1
(2.8)
(2.8)
77.8
77.8
106.5
106.5
(28.7)
(28.7)
77.8
77.8
Group Cash Flow Notes
for the year ended 31 December 2021
(i) Reconciliation to net debt
Net movement in cash and cash equivalents
Net movement in borrowings and other financial liabilities
Change in net debt from cash flows
Loans in acquired businesses
Non-cash movement in lease liabilities
Exchange differences
Net debt brought forward
Net debt carried forward
(ii) Cash generated by operations
Adjusted operating profit
Exceptional items
Amortisation of intangible assets arising on acquisition
Operating profit
Adjustments for:
Depreciation and amortisation
Fair value movement on contingent consideration
Impairments
Loss on disposal and write-offs of intangible assets and property, plant and equipment
Net provisions charged
Share-based payments
Non-cash pension expense
Share of loss of associate
Cash paid against operating provisions
Movement in inventories
Movement in receivables
Movement in payables
Cash generated by operations
(iii) Analysis of net debt
Cash and cash equivalents
Bank overdrafts
Movement in cash and cash equivalents
Borrowings repayable within one year
Borrowings repayable after more than one year
Lease liabilities
Movement in borrowings and other financial liabilities
Total net debt
Note
iii
iii
iii
Note
iv
21
21
2021
£m
18.9
(23.2)
(4.3)
(5.7)
(24.1)
11.4
(22.7)
(800.5)
(823.2)
2021
£m
468.6
3.9
(34.3)
438.2
113.3
(6.2)
1.1
5.8
1.6
29.1
–
0.7
(2.1)
(140.9)
(53.2)
91.6
479.0
i
F
n
a
n
c
a
i
l
s
t
a
t
e
m
e
n
t
s
2020
£m
17.5
(229.7)
(212.2)
–
(47.8)
7.2
(252.8)
(547.7)
(800.5)
2020
£m
319.6
(16.0)
(13.6)
290.0
81.8
–
1.4
–
4.2
4.1
7.7
1.1
(7.8)
(7.0)
(15.6)
15.3
375.2
2020
£m
106.5
(28.7)
(20.4)
(776.2)
(81.7)
(800.5)
2021
£m
112.8
(18.5)
(32.4)
(794.6)
(90.5)
(823.2)
Cash
flow
£m
8.7
10.2
18.9
3.1
(40.7)
14.4
(23.2)
(4.3)
Exchange
movements
£m
(2.4)
–
(2.4)
(0.5)
13.4
0.9
13.8
11.4
Other
non-cash
£m
–
–
–
(14.6)
8.9
(24.1)
(29.8)
(29.8)
Included within other non-cash movements are £17.7m of lease liabilities recognised in the year.
(iv) Cash flow on exceptional items
The total cash outflow during the year in respect of exceptional items, including those recognised in prior years’ income statements,
was £16.0m (2020: £16.7m). Details of exceptional items can be found in note 3 on page 133.
122 Croda International Plc
122 Croda International Plc
Croda International Plc
Annual report and Accounts 2021
Annual report and Accounts 2021
Annual Report and Accounts 2021
122
Croda International Plc
Croda International Plc
Annual report and Accounts 2021 123
Annual Report and Accounts 2021 123
Financial statements (continued)
Group Consolidated Statements (continued)
Group Statement of Changes in Equity
for the year ended 31 December 2021
Note
8
At 1 January 2020
Profit after tax for the year
Other comprehensive (expense)/income
Total comprehensive (expense)/income for the year
Transactions with owners:
Dividends on equity shares
Share-based payments
Issue of ordinary shares
Transactions in own shares
Total transactions with owners
Changes in ownership interests:
Acquisition of a subsidiary with a non-controlling interest
Total changes in ownership interests
Share
capital
£m
15.1
Share
premium
account
£m
93.3
Other
reserves
£m
34.4
Retained
earnings
£m
718.8
Non-
controlling
interests
£m
7.0
Total
equity
£m
868.6
201.6
26.6
228.2
(115.9)
3.4
615.5
(6.9)
496.1
–
0.1
0.1
–
–
–
–
–
–
–
2.2
2.2
2.2
2.2
–
–
–
–
–
1.1
–
1.1
–
–
–
–
–
–
(15.1)
(15.1)
201.6
41.6
243.2
(115.9)
3.4
–
(6.9)
(119.4)
–
–
614.4
–
614.4
–
–
–
–
–
–
–
–
–
Total equity at 31 December 2020
16.2
707.7
19.3
842.6
9.3
1,595.1
At 1 January 2021
16.2
707.7
19.3
842.6
9.3
1,595.1
Profit after tax for the year
Other comprehensive (expense)/income
Total comprehensive (expense)/income for the year
Transactions with owners:
Dividends on equity shares
Share-based payments
Transactions in own shares
Total transactions with owners
8
Changes in ownership interests:
Acquisition of a subsidiary with a non-controlling interest
Acquisition of a non-controlling interest
Issue of share capital
Dividends paid to non-controlling interests
Total changes in ownership interests
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(63.1)
(63.1)
320.8
32.3
353.1
–
–
–
–
–
–
–
–
–
(132.5)
12.7
(2.4)
(122.2)
–
(0.5)
–
–
(0.5)
2.0
0.1
2.1
–
–
–
–
1.6
(0.2)
0.2
(0.2)
1.4
322.8
(30.7)
292.1
(132.5)
12.7
(2.4)
(122.2)
1.6
(0.7)
0.2
(0.2)
0.9
Total equity at 31 December 2021
16.2
707.7
(43.8)
1,073.0
12.8
1,765.9
Other reserves include the Capital Redemption Reserve of £0.9m (2020: £0.9m), the Hedging Reserve of £3.0m (2020: £Nil), the Cost of Hedging Reserve of £(4.9)m (2020: £Nil) and the Translation
Reserve of £(42.8)m (2020: £18.4m).
124 Croda International Plc
124
Croda International Plc
Annual report and Accounts 2021
Annual Report and Accounts 2021
i
F
n
a
n
c
a
i
l
s
t
a
t
e
m
e
n
t
s
Financial statements (continued)
Financial statements (continued)
Group Consolidated Statements (continued)
Group Consolidated Statements (continued)
Group Statement of Changes in Equity
Group Statement of Changes in Equity
for the year ended 31 December 2021
for the year ended 31 December 2021
At 1 January 2020
At 1 January 2020
Profit after tax for the year
Profit after tax for the year
Other comprehensive (expense)/income
Other comprehensive (expense)/income
Total comprehensive (expense)/income for the year
Total comprehensive (expense)/income for the year
Transactions with owners:
Transactions with owners:
Dividends on equity shares
Dividends on equity shares
Share-based payments
Share-based payments
Issue of ordinary shares
Issue of ordinary shares
Transactions in own shares
Transactions in own shares
Total transactions with owners
Total transactions with owners
Changes in ownership interests:
Changes in ownership interests:
Acquisition of a subsidiary with a non-controlling interest
Acquisition of a subsidiary with a non-controlling interest
Total changes in ownership interests
Total changes in ownership interests
Transactions with owners:
Transactions with owners:
Dividends on equity shares
Dividends on equity shares
Share-based payments
Share-based payments
Transactions in own shares
Transactions in own shares
Total transactions with owners
Total transactions with owners
Changes in ownership interests:
Changes in ownership interests:
Acquisition of a subsidiary with a non-controlling interest
Acquisition of a subsidiary with a non-controlling interest
Acquisition of a non-controlling interest
Acquisition of a non-controlling interest
Issue of share capital
Issue of share capital
Dividends paid to non-controlling interests
Dividends paid to non-controlling interests
Total changes in ownership interests
Total changes in ownership interests
Note
Note
Share
Share
capital
capital
£m
£m
15.1
15.1
Share
Share
premium
premium
account
account
£m
£m
93.3
93.3
Non-
Non-
controlling
controlling
interests
interests
Other
Other
reserves
reserves
£m
£m
34.4
34.4
Retained
Retained
earnings
earnings
£m
£m
718.8
718.8
–
–
(15.1)
(15.1)
(15.1)
(15.1)
201.6
201.6
41.6
41.6
243.2
243.2
–
–
–
–
2.2
2.2
2.2
2.2
2.2
2.2
2.2
2.2
Total
Total
equity
equity
£m
£m
868.6
868.6
201.6
201.6
26.6
26.6
228.2
228.2
(115.9)
(115.9)
3.4
3.4
615.5
615.5
(6.9)
(6.9)
496.1
496.1
322.8
322.8
(30.7)
(30.7)
292.1
292.1
(132.5)
(132.5)
12.7
12.7
(2.4)
(2.4)
(122.2)
(122.2)
1.6
1.6
(0.7)
(0.7)
0.2
0.2
(0.2)
(0.2)
0.9
0.9
£m
£m
7.0
7.0
–
–
0.1
0.1
0.1
0.1
–
–
–
–
–
–
–
–
–
–
2.0
2.0
0.1
0.1
2.1
2.1
–
–
–
–
–
–
–
–
1.6
1.6
(0.2)
(0.2)
0.2
0.2
(0.2)
(0.2)
1.4
1.4
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(115.9)
(115.9)
3.4
3.4
–
–
(6.9)
(6.9)
(119.4)
(119.4)
(132.5)
(132.5)
12.7
12.7
(2.4)
(2.4)
(122.2)
(122.2)
(0.5)
(0.5)
–
–
–
–
–
–
(0.5)
(0.5)
8
8
8
8
1.1
1.1
614.4
614.4
1.1
1.1
614.4
614.4
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Total equity at 31 December 2020
Total equity at 31 December 2020
16.2
16.2
707.7
707.7
19.3
19.3
842.6
842.6
9.3
9.3
1,595.1
1,595.1
At 1 January 2021
At 1 January 2021
16.2
16.2
707.7
707.7
19.3
19.3
842.6
842.6
9.3
9.3
1,595.1
1,595.1
Profit after tax for the year
Profit after tax for the year
Other comprehensive (expense)/income
Other comprehensive (expense)/income
Total comprehensive (expense)/income for the year
Total comprehensive (expense)/income for the year
–
–
(63.1)
(63.1)
(63.1)
(63.1)
320.8
320.8
32.3
32.3
353.1
353.1
Total equity at 31 December 2021
Total equity at 31 December 2021
16.2
16.2
707.7
707.7
(43.8)
(43.8)
1,073.0
1,073.0
12.8
12.8
1,765.9
1,765.9
Other reserves include the Capital Redemption Reserve of £0.9m (2020: £0.9m), the Hedging Reserve of £3.0m (2020: £Nil), the Cost of Hedging Reserve of £(4.9)m (2020: £Nil) and the Translation
Other reserves include the Capital Redemption Reserve of £0.9m (2020: £0.9m), the Hedging Reserve of £3.0m (2020: £Nil), the Cost of Hedging Reserve of £(4.9)m (2020: £Nil) and the Translation
Reserve of £(42.8)m (2020: £18.4m).
Reserve of £(42.8)m (2020: £18.4m).
Climate change
The Group has long recognised the scale of the climate emergency and
considers this to offer both opportunities and risks in the future. The
Group’s current climate change strategy focuses on reducing its carbon
footprint and increasing its use of bio-based raw materials, whilst the
benefits in using its ingredients will enable more carbon to be saved than
were emitted through operations and supply chain.
The impact of climate change has been considered in the preparation of
these financial statements across a number of areas, including our
evaluation of critical accounting estimates and judgements which are
detailed below, consistent with the risks and opportunities set out on
page 43. None of these risks had a material effect on the consolidated
financial statements of the Group. The Group will continue developing its
assessment of the impact that climate change has on the assets and
liabilities recognised and presented in its financial statements.
Critical accounting judgements and key sources of estimation
uncertainty
The Group’s significant accounting policies under UK-adopted
international accounting standards have been set by management with
the approval of the Audit Committee. The application of these policies
requires estimates and assumptions to be made concerning the future
and judgements to be made on the applicability of policies to particular
situations. Estimates and judgements are continually evaluated and
are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under
the circumstances.
Under UK-adopted international accounting standards an estimate or
judgement may be considered critical if it involves matters that are highly
uncertain or where different estimation methods could reasonably have
been used, or if changes in the estimate that would have a material
impact on the Group’s results are likely to occur from period to period.
The critical accounting judgement required when preparing the Group’s
accounts is as follows:
(i) Business disposal – the Group has signed an agreement to sell the
majority of its Performance Technologies and Industrial Chemicals
businesses. Whilst completion of the sale is considered highly
probable, the Group’s assessment that the disposal group is not
available for sale in its present condition is a key judgement in
determining that the disposal group is not classified as an asset held
for sale at 31 December 2021. The divested business, comprising
five manufacturing facilities, together with associated laboratory
facilities and sales operations, currently forms part of Croda’s
integrated operating model and work is ongoing to separate the
disposal group, with completion of the transaction expected in
summer 2022.
Group Accounting Policies
The principal accounting policies adopted in the preparation of these
financial statements are set out below. These policies have been
consistently applied to all the years presented, unless otherwise stated.
Basis of preparation
The consolidated financial statements have been prepared under the
historical cost convention, in accordance with applicable law and UK-
adopted international accounting standards. A summary of the more
important Group accounting policies is set out below.
Going concern
The ongoing impact of COVID-19 and the broader consequences on the
markets in which the Group operates have been considered in the
preparation of the financial statements including our evaluation of critical
accounting estimates and judgements which are detailed below. The
financial statements on pages 120 to 161 have been prepared on a
going concern basis which the Directors believe to be appropriate for
the following reasons:
In 2021, the Group successfully extended the existing 2019 Club facility
by a further year, resetting its five-year term and resulting in a maturity
date of October 2026. At 31 December 2021 the Group had £1,226m
of committed debt facilities available from its banking group, USPP
bondholders and lease providers, with principal maturities between
2023 and 2030, of which £334.4m (2020: £378.3m) was undrawn,
together with cash balances of £112.8m (2020: £106.5m).
The Directors have reviewed the liquidity and covenant forecasts for the
Group’s going concern assessment period covering at least 12 months
from the date of approval of the financial statements. The Directors have
also considered sensitivities in respect of potential downside scenarios,
and the mitigating actions available, in concluding that the Group is able
to continue in operation for a period of at least 12 months from the date
of approving the financial statements. These sensitivities include a
severe but plausible downside scenario, alongside an additional
scenario considered to be severe but remote. Relative to a base case
scenario, the sensitivities assume increasingly pessimistic outlooks for
global demand, coupled with slower economic recoveries. In the severe
downside scenario, demand falls below average 2021 levels throughout
2022 and 2023. Furthermore, both downside scenarios also assume a
material increase in working capital, due to inventory build and higher
customer receivables, and substantial margin erosion, predicated on a
further deterioration in the economic conditions.
Based on 2021 results, reverse stress testing assesses that adjusted
operating profit would need to fall by 69% to trigger an event of default,
before consideration of available actions to conserve cash. The
Directors do not consider this a plausible scenario. In considering the
suitability of these scenarios, the Directors have considered, among
other factors, the impact of the risk scenario combinations that form part
of the viability statement.
In the downside scenarios, the Group continues to have significant
liquidity headroom and good financial covenant headroom under its debt
facilities. Excluded from the above scenario testing, the Directors have
also considered the impact on the Group from the agreement to sell the
majority of the Performance Technologies and Industrial Chemicals
businesses for total consideration of €915m. The disposal will have a
significant positive impact on Croda’s leverage and liquidity in the short
to medium term. The Directors are therefore satisfied that the Group has
sufficient resources to continue in operation for a period of not less than
12 months from the date of approval of the financial statements.
Accordingly, the consolidated financial statements have been prepared
on a going concern basis.
124 Croda International Plc
124 Croda International Plc
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124
125 Croda International Plc
Annual report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021 125
Group accounts
General information
Croda International Plc is a public limited company, which is listed on
the London Stock Exchange and incorporated and domiciled in the
United Kingdom. It is registered in England and Wales and the address
of its registered office can be found on page 172.
Subsidiaries
Subsidiaries are all entities over which the Parent Company has control.
The Parent controls an entity when it is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to
affect those returns through its power over the entity. Subsidiaries are
fully consolidated from the date on which control is transferred to the
Group. They are deconsolidated from the date that control ceases.
The Group uses the acquisition method of accounting to account for
business combinations. The consideration transferred for the acquisition
of a subsidiary is the fair value of the assets transferred, the liabilities
incurred and the equity interests issued by the Group. Acquisition costs
are expensed as incurred.
Identifiable assets acquired, and liabilities and contingent liabilities
assumed, in a business combination are measured initially at their
fair values at the acquisition date, irrespective of the extent of any
minority interest. The excess of the cost of acquisition over the Group’s
share of identifiable net assets acquired is recorded as goodwill.
Intra-Group transactions, balances and unrealised gains on transactions
between Group companies are eliminated. Unrealised losses are also
eliminated.
Accounting policies of subsidiaries have been changed where necessary
to ensure consistency with the policies adopted by the Group.
Transactions with non-controlling interests
The Group treats transactions with non-controlling interests as
transactions with the equity owners of the Group. For purchases from
non-controlling interests, the difference between any consideration paid
and the relevant share acquired of the carrying value of net assets of the
subsidiary is recorded as equity. Gains or losses on disposals to non-
controlling interests are also recorded in equity.
Financial statements (continued)
Group Accounting Policies (continued)
The critical accounting estimates and assumptions required when
preparing the Group’s accounts are as follows:
(i) Post-retirement benefits – as disclosed in note 11, the Group’s
principal retirement benefit schemes are of the defined benefit type.
Year end recognition of the liabilities under these schemes and the
valuation of assets held to fund these liabilities require a number of
significant assumptions to be made, relating to key financial market
indicators such as inflation and expectations on future salary growth
and asset returns. These assumptions are made by the Group in
conjunction with the schemes’ actuaries and the Directors are of the
view that any estimation should be appropriate and in line with
consensus opinion.
(ii) Goodwill impairment – management are required to undertake an
annual test for impairment of indefinite lived assets such as goodwill.
Accordingly, the Group tests annually whether goodwill has suffered
any impairment and the Group’s goodwill value has been supported
by the fair value less cost to sell or detailed value in use calculations
relating to the recoverable amounts of the underlying Cash
Generating Units (‘CGUs’). These value in use calculations require
the use of estimates to enable the calculation of the net present
value of cash flow projections of the relevant CGU. The critical
assumptions are as follows:
• Terminal value growth in EBITDA (calculated as operating profit
before depreciation and amortisation) – estimated at 3% unless
the profile of a particular CGU warrants a different treatment.
• Selection of appropriate market participant discount rates to
reflect the risks specific to the CGU.
• Specific cash flow projections including key assumptions on
revenue growth and operating margins – generally over a five-
year period unless the profile of a particular CGU warrants a
longer period.
Recoverable amounts currently exceed carrying values including
goodwill; however, testing did identify that reasonable possible
changes in key assumptions would cause the recoverable amount
of the Iberchem CGUs to be less than the carrying value. The
assumptions selected and associated sensitivity analysis are
disclosed in note 12. Due to the nature of the Iberchem business,
including its low carbon footprint, the key assumptions were not
materially impacted by the climate change risks and opportunities
set out in the annual report on page 43.
Changes in accounting policy
(i) A number of new amendments to standards and interpretations are
effective for annual periods beginning on or after 1 January 2021
and have been applied in preparing these consolidated financial
statements. None of these had a significant effect on the
consolidated financial statements of the Group.
(ii) New standards and interpretations not yet adopted – a number of
new standards and amendments to standards and interpretations
are effective for annual periods beginning on or after 1 January 2022
and have not been applied in preparing these consolidated financial
statements. The Group is assessing the impact of these new
standards and the Group’s financial reporting will be presented in
accordance with these standards from 1 January 2022 or 1 January
2023 as applicable.
126 Croda International Plc
126
Croda International Plc
Annual report and Accounts 2021
Annual Report and Accounts 2021
i
F
n
a
n
c
a
i
l
s
t
a
t
e
m
e
n
t
s
Croda International Plc is a public limited company, which is listed on
Croda International Plc is a public limited company, which is listed on
the London Stock Exchange and incorporated and domiciled in the
the London Stock Exchange and incorporated and domiciled in the
United Kingdom. It is registered in England and Wales and the address
United Kingdom. It is registered in England and Wales and the address
of its registered office can be found on page 172.
of its registered office can be found on page 172.
Subsidiaries
Subsidiaries
Subsidiaries are all entities over which the Parent Company has control.
Subsidiaries are all entities over which the Parent Company has control.
The Parent controls an entity when it is exposed to, or has rights to,
The Parent controls an entity when it is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to
variable returns from its involvement with the entity and has the ability to
affect those returns through its power over the entity. Subsidiaries are
affect those returns through its power over the entity. Subsidiaries are
fully consolidated from the date on which control is transferred to the
fully consolidated from the date on which control is transferred to the
Group. They are deconsolidated from the date that control ceases.
Group. They are deconsolidated from the date that control ceases.
The Group uses the acquisition method of accounting to account for
The Group uses the acquisition method of accounting to account for
business combinations. The consideration transferred for the acquisition
business combinations. The consideration transferred for the acquisition
of a subsidiary is the fair value of the assets transferred, the liabilities
of a subsidiary is the fair value of the assets transferred, the liabilities
incurred and the equity interests issued by the Group. Acquisition costs
incurred and the equity interests issued by the Group. Acquisition costs
are expensed as incurred.
are expensed as incurred.
Identifiable assets acquired, and liabilities and contingent liabilities
Identifiable assets acquired, and liabilities and contingent liabilities
assumed, in a business combination are measured initially at their
assumed, in a business combination are measured initially at their
fair values at the acquisition date, irrespective of the extent of any
fair values at the acquisition date, irrespective of the extent of any
minority interest. The excess of the cost of acquisition over the Group’s
minority interest. The excess of the cost of acquisition over the Group’s
share of identifiable net assets acquired is recorded as goodwill.
share of identifiable net assets acquired is recorded as goodwill.
Intra-Group transactions, balances and unrealised gains on transactions
Intra-Group transactions, balances and unrealised gains on transactions
between Group companies are eliminated. Unrealised losses are also
between Group companies are eliminated. Unrealised losses are also
eliminated.
eliminated.
Accounting policies of subsidiaries have been changed where necessary
Accounting policies of subsidiaries have been changed where necessary
to ensure consistency with the policies adopted by the Group.
to ensure consistency with the policies adopted by the Group.
Transactions with non-controlling interests
Transactions with non-controlling interests
The Group treats transactions with non-controlling interests as
The Group treats transactions with non-controlling interests as
transactions with the equity owners of the Group. For purchases from
transactions with the equity owners of the Group. For purchases from
non-controlling interests, the difference between any consideration paid
non-controlling interests, the difference between any consideration paid
and the relevant share acquired of the carrying value of net assets of the
and the relevant share acquired of the carrying value of net assets of the
subsidiary is recorded as equity. Gains or losses on disposals to non-
subsidiary is recorded as equity. Gains or losses on disposals to non-
controlling interests are also recorded in equity.
controlling interests are also recorded in equity.
Financial statements (continued)
Financial statements (continued)
Group Accounting Policies (continued)
Group Accounting Policies (continued)
The critical accounting estimates and assumptions required when
The critical accounting estimates and assumptions required when
preparing the Group’s accounts are as follows:
preparing the Group’s accounts are as follows:
(i) Post-retirement benefits – as disclosed in note 11, the Group’s
(i) Post-retirement benefits – as disclosed in note 11, the Group’s
Group accounts
Group accounts
General information
General information
principal retirement benefit schemes are of the defined benefit type.
principal retirement benefit schemes are of the defined benefit type.
Year end recognition of the liabilities under these schemes and the
Year end recognition of the liabilities under these schemes and the
valuation of assets held to fund these liabilities require a number of
valuation of assets held to fund these liabilities require a number of
significant assumptions to be made, relating to key financial market
significant assumptions to be made, relating to key financial market
indicators such as inflation and expectations on future salary growth
indicators such as inflation and expectations on future salary growth
and asset returns. These assumptions are made by the Group in
and asset returns. These assumptions are made by the Group in
conjunction with the schemes’ actuaries and the Directors are of the
conjunction with the schemes’ actuaries and the Directors are of the
view that any estimation should be appropriate and in line with
view that any estimation should be appropriate and in line with
consensus opinion.
consensus opinion.
(ii) Goodwill impairment – management are required to undertake an
(ii) Goodwill impairment – management are required to undertake an
annual test for impairment of indefinite lived assets such as goodwill.
annual test for impairment of indefinite lived assets such as goodwill.
Accordingly, the Group tests annually whether goodwill has suffered
Accordingly, the Group tests annually whether goodwill has suffered
any impairment and the Group’s goodwill value has been supported
any impairment and the Group’s goodwill value has been supported
by the fair value less cost to sell or detailed value in use calculations
by the fair value less cost to sell or detailed value in use calculations
relating to the recoverable amounts of the underlying Cash
relating to the recoverable amounts of the underlying Cash
Generating Units (‘CGUs’). These value in use calculations require
Generating Units (‘CGUs’). These value in use calculations require
the use of estimates to enable the calculation of the net present
the use of estimates to enable the calculation of the net present
value of cash flow projections of the relevant CGU. The critical
value of cash flow projections of the relevant CGU. The critical
assumptions are as follows:
assumptions are as follows:
• Terminal value growth in EBITDA (calculated as operating profit
• Terminal value growth in EBITDA (calculated as operating profit
before depreciation and amortisation) – estimated at 3% unless
before depreciation and amortisation) – estimated at 3% unless
the profile of a particular CGU warrants a different treatment.
the profile of a particular CGU warrants a different treatment.
• Selection of appropriate market participant discount rates to
• Selection of appropriate market participant discount rates to
reflect the risks specific to the CGU.
reflect the risks specific to the CGU.
• Specific cash flow projections including key assumptions on
• Specific cash flow projections including key assumptions on
revenue growth and operating margins – generally over a five-
revenue growth and operating margins – generally over a five-
year period unless the profile of a particular CGU warrants a
year period unless the profile of a particular CGU warrants a
longer period.
longer period.
Recoverable amounts currently exceed carrying values including
Recoverable amounts currently exceed carrying values including
goodwill; however, testing did identify that reasonable possible
goodwill; however, testing did identify that reasonable possible
changes in key assumptions would cause the recoverable amount
changes in key assumptions would cause the recoverable amount
of the Iberchem CGUs to be less than the carrying value. The
of the Iberchem CGUs to be less than the carrying value. The
assumptions selected and associated sensitivity analysis are
assumptions selected and associated sensitivity analysis are
disclosed in note 12. Due to the nature of the Iberchem business,
disclosed in note 12. Due to the nature of the Iberchem business,
including its low carbon footprint, the key assumptions were not
including its low carbon footprint, the key assumptions were not
materially impacted by the climate change risks and opportunities
materially impacted by the climate change risks and opportunities
set out in the annual report on page 43.
set out in the annual report on page 43.
Changes in accounting policy
Changes in accounting policy
(i) A number of new amendments to standards and interpretations are
(i) A number of new amendments to standards and interpretations are
effective for annual periods beginning on or after 1 January 2021
effective for annual periods beginning on or after 1 January 2021
and have been applied in preparing these consolidated financial
and have been applied in preparing these consolidated financial
statements. None of these had a significant effect on the
statements. None of these had a significant effect on the
consolidated financial statements of the Group.
consolidated financial statements of the Group.
(ii) New standards and interpretations not yet adopted – a number of
(ii) New standards and interpretations not yet adopted – a number of
new standards and amendments to standards and interpretations
new standards and amendments to standards and interpretations
are effective for annual periods beginning on or after 1 January 2022
are effective for annual periods beginning on or after 1 January 2022
and have not been applied in preparing these consolidated financial
and have not been applied in preparing these consolidated financial
statements. The Group is assessing the impact of these new
statements. The Group is assessing the impact of these new
standards and the Group’s financial reporting will be presented in
standards and the Group’s financial reporting will be presented in
accordance with these standards from 1 January 2022 or 1 January
accordance with these standards from 1 January 2022 or 1 January
2023 as applicable.
2023 as applicable.
Intangible assets relating to products in development are subject to
impairment testing at each balance sheet date or earlier upon
indication of impairment. Any impairment losses are written off to the
income statement.
Computer software
Computer software licences covering a period of greater than a year
are capitalised on the basis of the costs incurred to acquire and bring to
use the specific software. These costs are amortised over their
estimated useful lives which range from 3 to 7 years.
Revenue recognition
Revenue is measured based on the consideration specified in a contract
with a customer and excludes intra-Group sales. The Group recognises
revenue on completion of contractual performance obligations, generally
when it transfers control over a product or service to a customer.
Sale of goods
The principal activity from which the Group generates revenue is the
supply of products to customers from its various manufacturing sites
and warehouses, and in some limited instances from consignment
inventory held on customer sites. Products are supplied under a variety
of standard terms and conditions, and in each case, revenue is
recognised when contractual performance obligations between the
Group and the customer are satisfied. This will typically be on dispatch
or delivery. When sales discount and rebate arrangements result in net
variable consideration, appropriate provisions are recognised as a
deduction from revenue at the point of sale. The Group typically uses
the expected value method for estimating rebates, reflecting that such
contracts have similar characteristics and a range of possible outcomes.
The Group recognises revenue to the extent that it is highly probable
that a significant reversal in the amount of cumulative revenue will not
be required.
Interest and dividend income
Interest income is recognised on a time-proportion basis using the
effective interest method.
Dividend income is recognised when the right to receive payment is
established.
Intangible assets
Goodwill
On acquisition of a business, fair values are attributed to the net assets
acquired. Goodwill arises where the fair value of the consideration given
for a business exceeds such net assets. Goodwill arising on acquisitions
is capitalised and carried at cost less accumulated impairment losses.
Goodwill is subject to impairment review, both annually and when there
are indications that the carrying value may not be recoverable. For the
purpose of impairment testing, assets are grouped at the lowest levels
for which there are separately identifiable cash flows, known as CGUs.
Goodwill is allocated to the CGU that is expected to benefit from the
synergies of the acquisition. For goodwill balances where the relevant
group of CGUs exceeds the size of the Group’s operating segments,
impairment testing is performed at the operating segment level.
If the recoverable amount of the CGU is less than the carrying value of
the goodwill, an impairment loss is recognised immediately against the
goodwill value. The recoverable amount of the CGU is the higher of fair
value less costs to sell and value in use. Fair value less costs to sell is
measured on a market-based approach using prices and other relevant
information generated by market transactions. Value in use is estimated
with reference to estimated future cash flows discounted to net present
value using a market participant discount rate that reflects the time value
of money and risks specific to the CGU. Typically, the Group’s weighted
average cost of capital is used as a starting point and then adjusted to
reflect the risk profile of a particular CGU if warranted. The Group uses
growth estimates that track below the Group’s historical growth rates
unless the profile of a particular CGU warrants a different treatment.
Other intangible assets arising on acquisition
On acquisition, intangible assets other than goodwill are recognised if
they can be identified through being separable from the acquired entity
or arising from specific contractual or legal rights.
Once recognised, such intangible assets will be initially valued using
an appropriate methodology. For acquisitions in 2021 the following
intangible asset types recognised and valuation methodologies
applied were:
• Technology processes (relief-from-royalty and replacement cost)
• Customer relationships (income approach)
• Trade names and brands (relief-from-royalty)
Following initial recognition, the asset will be written down on a straight-
line basis over its useful life, which range from 7 to 15 years for
technology processes and from 6 to 20 years for trade names, brands
and customer relationships. Useful lives are regularly reviewed to ensure
their continuing relevance.
Research and development
Research expenditure, undertaken with the prospect of gaining new
scientific or technical knowledge and understanding, is charged to the
income statement in the year in which it is incurred. Internal
development expenditure, whereby research findings are applied to a
plan for the production of new or substantially improved products or
processes, is charged to the income statement in the year in which it is
incurred unless it meets the recognition criteria of IAS 38 ‘Intangible
Assets’. Development uncertainties typically mean that such criteria are
not met, most commonly because the Group can only demonstrate the
existence of a market at a late stage in the product development cycle,
at which point the material element of project spend has already been
incurred and charged to the income statement. Where, however, the
recognition criteria are met, intangible assets are capitalised and
amortised over their useful economic lives from product launch.
126 Croda International Plc
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126
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Annual report and Accounts 2020 127
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Share-based payments
The Group operates a number of cash and equity settled, share-based
incentive schemes. These are accounted for in accordance with IFRS 2
‘Share-based Payments’, which requires an expense to be recognised
in the income statement over the vesting period of the options. The
expense is based on the fair value of each instrument which is
calculated using the Black Scholes or binomial model as appropriate.
Any expense is adjusted to reflect expected and actual levels of options
vesting for non-market-based performance criteria.
Currency translations
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities
are measured using the currency of the primary economic environment
in which the entity operates (‘the functional currency’). The consolidated
financial statements are presented in Sterling, which is the Company’s
functional and presentation currency.
Transactions and balances
Monetary assets and liabilities are translated at the exchange rates ruling
at the end of the financial period. Exchange profits or losses on trading
transactions are included in the Group income statement except
when deferred in equity as qualifying cash flow hedges and qualifying
net investment hedges.
Group companies
The results and financial position of all the Group entities that have a
functional currency different from the presentation currency are
translated into the presentation currency as follows:
(i) assets and liabilities for each balance sheet presented are translated
at the closing rate at the date of that balance sheet;
(ii)
income and expenses for each income statement are translated at
average exchange rates (unless this average is not a reasonable
approximation of the cumulative effect of the rates prevailing on the
transaction dates, in which case income and expenses are
translated at the dates of the transactions); and
(iii) all resulting exchange differences are recognised as a separate
component of equity.
On consolidation, exchange differences arising from the translation of
the net investment in foreign entities, and of borrowings and other
currency instruments designated as hedges of such investments, are
taken to shareholders’ equity.
When a foreign operation is sold, such exchange differences are
recognised in the income statement as part of the gain or loss on sale.
Financial statements (continued)
Group Accounting Policies (continued)
Segmental reporting
An operating segment is a group of assets and operations engaged in
providing products and services that are subject to risks or returns that
are different from those of other segments. Operating segments
presented in the financial statements are consistent with the internal
reporting provided to the Group’s Chief Operating Decision Maker,
which has been identified as the Group Executive Committee.
Employee benefits
Pension obligations
The Group accounts for pensions and similar benefits under IAS 19
‘Employee Benefits’ (revised). In respect of defined benefit plans
(pension plans that define an amount of pension benefit that an
employee will receive on retirement, usually dependent on one or more
factors such as age, years of service and compensation), obligations are
measured at discounted present value whilst plan assets are recorded
at fair value. The assets and liabilities recognised in the balance sheet in
respect of defined benefit pension plans are the net of plan obligations
and assets. A scheme surplus is only recognised as an asset in the
balance sheet when the Group has the unconditional right to future
economic benefits in the form of a refund or a reduction in future
contributions. For those schemes where an accounting surplus is
currently recognised, the Group expects to recover the value through
reduced future contributions. No allowance is made in the past service
liability in respect of either the future expenses of running the schemes
or for non service-related death in service benefits which may arise in
the future. The operating costs of such plans are charged to operating
profit and the finance costs are recognised as financial income or an
expense as appropriate.
Service costs are spread systematically over the lives of employees and
financing costs are recognised in the periods in which they arise.
Remeasurements are recognised in the statement of comprehensive
income. Payments to defined contribution schemes (pension plans
under which the Group pays fixed contributions into a separate entity)
are charged as an expense as they fall due.
Other post-retirement benefits
Some Group companies provide post-retirement healthcare benefits to
their retirees. The entitlement to these benefits is usually conditional on
the employee remaining in service up to retirement age and the
completion of a minimum service period. The expected costs of these
benefits are accrued over the period of employment using an accounting
methodology similar to that for defined benefit pension plans.
Remeasurements are recognised in the statement of comprehensive
income. These obligations are valued annually by independent
qualified actuaries.
Termination benefits
Termination benefits are payable when employment is terminated by the
Group before the normal retirement date, or whenever an employee
accepts voluntary redundancy in exchange for these benefits. The
Group recognises termination benefits when it is demonstrably
committed to either (i) terminating the employment of current employees
according to a detailed formal plan without possibility of withdrawal or
(ii) providing termination benefits as a result of an offer made to
encourage voluntary redundancy.
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Financial statements (continued)
Financial statements (continued)
Group Accounting Policies (continued)
Group Accounting Policies (continued)
Segmental reporting
Segmental reporting
Share-based payments
Share-based payments
An operating segment is a group of assets and operations engaged in
An operating segment is a group of assets and operations engaged in
providing products and services that are subject to risks or returns that
providing products and services that are subject to risks or returns that
are different from those of other segments. Operating segments
are different from those of other segments. Operating segments
presented in the financial statements are consistent with the internal
presented in the financial statements are consistent with the internal
reporting provided to the Group’s Chief Operating Decision Maker,
reporting provided to the Group’s Chief Operating Decision Maker,
which has been identified as the Group Executive Committee.
which has been identified as the Group Executive Committee.
Employee benefits
Employee benefits
Pension obligations
Pension obligations
The Group accounts for pensions and similar benefits under IAS 19
The Group accounts for pensions and similar benefits under IAS 19
‘Employee Benefits’ (revised). In respect of defined benefit plans
‘Employee Benefits’ (revised). In respect of defined benefit plans
(pension plans that define an amount of pension benefit that an
(pension plans that define an amount of pension benefit that an
employee will receive on retirement, usually dependent on one or more
employee will receive on retirement, usually dependent on one or more
factors such as age, years of service and compensation), obligations are
factors such as age, years of service and compensation), obligations are
measured at discounted present value whilst plan assets are recorded
measured at discounted present value whilst plan assets are recorded
at fair value. The assets and liabilities recognised in the balance sheet in
at fair value. The assets and liabilities recognised in the balance sheet in
and assets. A scheme surplus is only recognised as an asset in the
and assets. A scheme surplus is only recognised as an asset in the
balance sheet when the Group has the unconditional right to future
balance sheet when the Group has the unconditional right to future
economic benefits in the form of a refund or a reduction in future
economic benefits in the form of a refund or a reduction in future
contributions. For those schemes where an accounting surplus is
contributions. For those schemes where an accounting surplus is
currently recognised, the Group expects to recover the value through
currently recognised, the Group expects to recover the value through
reduced future contributions. No allowance is made in the past service
reduced future contributions. No allowance is made in the past service
liability in respect of either the future expenses of running the schemes
liability in respect of either the future expenses of running the schemes
or for non service-related death in service benefits which may arise in
or for non service-related death in service benefits which may arise in
the future. The operating costs of such plans are charged to operating
the future. The operating costs of such plans are charged to operating
profit and the finance costs are recognised as financial income or an
profit and the finance costs are recognised as financial income or an
expense as appropriate.
expense as appropriate.
Service costs are spread systematically over the lives of employees and
Service costs are spread systematically over the lives of employees and
The Group operates a number of cash and equity settled, share-based
The Group operates a number of cash and equity settled, share-based
incentive schemes. These are accounted for in accordance with IFRS 2
incentive schemes. These are accounted for in accordance with IFRS 2
‘Share-based Payments’, which requires an expense to be recognised
‘Share-based Payments’, which requires an expense to be recognised
in the income statement over the vesting period of the options. The
in the income statement over the vesting period of the options. The
expense is based on the fair value of each instrument which is
expense is based on the fair value of each instrument which is
calculated using the Black Scholes or binomial model as appropriate.
calculated using the Black Scholes or binomial model as appropriate.
Any expense is adjusted to reflect expected and actual levels of options
Any expense is adjusted to reflect expected and actual levels of options
vesting for non-market-based performance criteria.
vesting for non-market-based performance criteria.
Currency translations
Currency translations
Functional and presentation currency
Functional and presentation currency
Items included in the financial statements of each of the Group’s entities
Items included in the financial statements of each of the Group’s entities
are measured using the currency of the primary economic environment
are measured using the currency of the primary economic environment
in which the entity operates (‘the functional currency’). The consolidated
in which the entity operates (‘the functional currency’). The consolidated
financial statements are presented in Sterling, which is the Company’s
financial statements are presented in Sterling, which is the Company’s
functional and presentation currency.
functional and presentation currency.
Monetary assets and liabilities are translated at the exchange rates ruling
Monetary assets and liabilities are translated at the exchange rates ruling
at the end of the financial period. Exchange profits or losses on trading
at the end of the financial period. Exchange profits or losses on trading
transactions are included in the Group income statement except
transactions are included in the Group income statement except
when deferred in equity as qualifying cash flow hedges and qualifying
when deferred in equity as qualifying cash flow hedges and qualifying
net investment hedges.
net investment hedges.
Group companies
Group companies
The results and financial position of all the Group entities that have a
The results and financial position of all the Group entities that have a
functional currency different from the presentation currency are
functional currency different from the presentation currency are
translated into the presentation currency as follows:
translated into the presentation currency as follows:
(i) assets and liabilities for each balance sheet presented are translated
(i) assets and liabilities for each balance sheet presented are translated
at the closing rate at the date of that balance sheet;
at the closing rate at the date of that balance sheet;
respect of defined benefit pension plans are the net of plan obligations
respect of defined benefit pension plans are the net of plan obligations
Transactions and balances
Transactions and balances
financing costs are recognised in the periods in which they arise.
financing costs are recognised in the periods in which they arise.
(ii)
(ii)
income and expenses for each income statement are translated at
income and expenses for each income statement are translated at
Remeasurements are recognised in the statement of comprehensive
Remeasurements are recognised in the statement of comprehensive
income. Payments to defined contribution schemes (pension plans
income. Payments to defined contribution schemes (pension plans
average exchange rates (unless this average is not a reasonable
average exchange rates (unless this average is not a reasonable
approximation of the cumulative effect of the rates prevailing on the
approximation of the cumulative effect of the rates prevailing on the
under which the Group pays fixed contributions into a separate entity)
under which the Group pays fixed contributions into a separate entity)
transaction dates, in which case income and expenses are
transaction dates, in which case income and expenses are
are charged as an expense as they fall due.
are charged as an expense as they fall due.
Other post-retirement benefits
Other post-retirement benefits
Some Group companies provide post-retirement healthcare benefits to
Some Group companies provide post-retirement healthcare benefits to
their retirees. The entitlement to these benefits is usually conditional on
their retirees. The entitlement to these benefits is usually conditional on
the employee remaining in service up to retirement age and the
the employee remaining in service up to retirement age and the
completion of a minimum service period. The expected costs of these
completion of a minimum service period. The expected costs of these
translated at the dates of the transactions); and
translated at the dates of the transactions); and
(iii) all resulting exchange differences are recognised as a separate
(iii) all resulting exchange differences are recognised as a separate
component of equity.
component of equity.
On consolidation, exchange differences arising from the translation of
On consolidation, exchange differences arising from the translation of
the net investment in foreign entities, and of borrowings and other
the net investment in foreign entities, and of borrowings and other
currency instruments designated as hedges of such investments, are
currency instruments designated as hedges of such investments, are
benefits are accrued over the period of employment using an accounting
benefits are accrued over the period of employment using an accounting
taken to shareholders’ equity.
taken to shareholders’ equity.
methodology similar to that for defined benefit pension plans.
methodology similar to that for defined benefit pension plans.
Remeasurements are recognised in the statement of comprehensive
Remeasurements are recognised in the statement of comprehensive
income. These obligations are valued annually by independent
income. These obligations are valued annually by independent
When a foreign operation is sold, such exchange differences are
When a foreign operation is sold, such exchange differences are
recognised in the income statement as part of the gain or loss on sale.
recognised in the income statement as part of the gain or loss on sale.
qualified actuaries.
qualified actuaries.
Termination benefits
Termination benefits
Termination benefits are payable when employment is terminated by the
Termination benefits are payable when employment is terminated by the
Group before the normal retirement date, or whenever an employee
Group before the normal retirement date, or whenever an employee
accepts voluntary redundancy in exchange for these benefits. The
accepts voluntary redundancy in exchange for these benefits. The
Group recognises termination benefits when it is demonstrably
Group recognises termination benefits when it is demonstrably
committed to either (i) terminating the employment of current employees
committed to either (i) terminating the employment of current employees
according to a detailed formal plan without possibility of withdrawal or
according to a detailed formal plan without possibility of withdrawal or
(ii) providing termination benefits as a result of an offer made to
(ii) providing termination benefits as a result of an offer made to
encourage voluntary redundancy.
encourage voluntary redundancy.
Taxation
The charge for taxation is based on the profit for the year and takes into
account taxation deferred because of temporary differences between
the treatment of certain items for taxation and for accounting purposes.
Temporary differences arise on differences between the carrying value
of assets and liabilities in the financial statements and their tax base
and primarily relate to the difference between tax allowances on
tangible fixed assets and the corresponding depreciation charge, and
upon the net pension fund deficit. Full provision is made for the tax
effects of these differences. No provision is made for unremitted
earnings of foreign subsidiaries where there is no commitment to remit
such earnings.
Similarly, no provision is made for temporary differences relating to
investments in subsidiaries since realisation of such differences can be
controlled and is not probable in the foreseeable future. Deferred tax
assets are recognised, using the balance sheet liability method, to the
extent that it is probable that future taxable profit will be available against
which the temporary differences can be utilised.
All taxation is calculated on the basis of the tax rates and laws enacted
or substantively enacted at the balance sheet date.
Income statement presentation
The acquisition of Avanti Polar Lipids, LLC and Fragrance Spanish
Topco, S.L. (Iberchem) in 2020 increased acquisition costs and
amortisation of acquired intangible assets. To avoid distorting the
underlying trend in profitability, the Group adopts the definitions
‘Adjusted operating profit’, ‘Adjusted profit before tax’ and ‘Adjusted
earnings per share’. In each case amortisation of intangible assets
arising on acquisition and exceptional items, including the respective tax
effect, are excluded. The Group income statement has been produced
in a columnar format to further aid this analysis.
Exceptional items
Exceptional items are those items that in the Directors’ view are required
to be separately disclosed by virtue of their size or incidence to enable a
full understanding of the Group’s financial performance. In the current
year exceptional items relate to discount unwind and fair value
adjustment in respect of contingent consideration, a pension curtailment
gain (arising from transfer of the Dutch scheme to a collective defined
contribution arrangement) and acquisition costs and fees incurred in
preparation of the disposal of part of the PTIC business. Exceptional
items in the prior year related to the delivery of cost saving actions
announced in the 2019 full year results, discount unwind in contingent
consideration and acquisition costs. Details can be found in note 3 on
page 133.
Property, plant and equipment
Property, plant and equipment is stated at historical cost less
depreciation, with the exception of assets acquired as part of a business
combination. Cost includes the original purchase price of the asset and
the costs attributable to bringing the asset to its working condition for its
intended use. The Group’s policy is to write off the difference between
the cost of all property, plant and equipment, except freehold land, and
their residual value on a straight-line basis over their estimated
useful lives.
Reviews are made annually of the estimated remaining lives and residual
values of individual productive assets, taking account of commercial and
technological obsolescence as well as normal wear and tear, and
adjustments are made where appropriate. Under this policy it becomes
impractical to calculate average asset lives exactly. However, the total
lives range from approximately 15 to 40 years for land and buildings,
and 3 to 25 years for plant and equipment. All individual assets are
reviewed for impairment when there are indications that the carrying
value may not be recoverable. The Group’s ‘plant and equipment’ asset
class predominantly relates to the value of plant and equipment at
the Group’s manufacturing facilities. Consequently, the Group does not
seek to analyse out of this class other items such as motor vehicles and
office equipment.
Impairment of non-financial assets
The Group assesses at each year end whether an asset may be
impaired. If any evidence exists of impairment, the estimated
recoverable amount is compared to the carrying value of the asset and
an impairment loss is recognised where appropriate. The recoverable
amount is the higher of an asset’s value in use and fair value less
costs to sell. In addition to this, goodwill is tested for impairment at least
annually. Non-financial assets other than goodwill which have suffered
impairment are reviewed for possible reversal of the impairment at each
reporting date.
Leases
When entering into a new contract, the Group assesses whether it is, or
contains, a lease. A lease conveys a right to control the use of an
identified asset for a period of time in exchange for consideration.
The Group recognises a right of use asset and a lease liability at the
lease commencement date. The right of use asset is initially measured at
cost, and subsequently at cost less any accumulated depreciation and
impairment losses, adjusted for certain remeasurements
of the lease liability.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date and discounted
using the interest rate implicit in the lease or, more typically, the Group’s
incremental borrowing rate (when the implicit rate cannot be readily
determined).
The lease liability is subsequently increased by the interest cost on the
lease liability and decreased by lease payments made. It is remeasured
when there is a change in future lease payments arising from a change
in an index or rate, a change in the estimate of the amount expected to
be payable under a residual value guarantee or changes in the Group’s
assessment of whether a purchase, extension or termination option is
reasonably certain to be exercised.
The Group adopts recognition exemptions for short-term (less than
12 months) and low value leases and elects not to separate lease
components from any associated fixed non-lease components.
The Group classifies payments of lease liabilities (principal and interest
portions) as part of financing activities. Payments of short-term, low
value and variable lease components are classified within operating
activities.
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Financial statements (continued)
Group Accounting Policies (continued)
Derivative financial instruments
The Group uses derivative financial instruments where deemed
appropriate to hedge its exposure to interest rates and short-term
currency rate fluctuations. The Group’s accounting policy is set out below.
Derivative financial instruments are recorded initially at cost. Subsequent
measurement depends on the designation of the instrument as either: (i)
a hedge of the fair value of recognised assets or liabilities or a firm
commitment (fair value hedge); or (ii) a hedge of highly probable forecast
transactions (cash flow hedge).
(i) Fair value hedge
Changes in the fair value of derivatives, for example interest rate swaps
and foreign exchange contracts, that are designated and qualify as fair
value hedges are recorded in the income statement, together with any
changes in the fair value of the hedged asset or liability that are
attributable to the hedged risk.
(ii) Cash flow hedge
The Group designates the spot element of forward foreign exchange
contracts to hedge its currency risk and applies a hedge ratio of 1:1.
The forward elements of the forward exchange contracts are excluded
from the designation of the hedging instrument and are separately
accounted for as a cost of hedging, which is recognised in equity in a
cost of hedging reserve. The Group’s policy is for the critical terms of
the forward exchange contracts to align with the hedged item.
The Group determines the existence of an economic relationship
between the hedging instrument and the hedged item based on the
current, amount and timing of the respective cash flows. The Group
assesses whether the derivative designated in each hedging relationship
is expected to be and has been effective in offsetting changes in the
cash flows of the hedged item using the hypothetical derivative method.
In these hedge relationships, the main sources of ineffectiveness are
changes in the time or amount of the hedged transactions.
The effective portion of changes in the fair value of derivatives that are
designated and qualify as cash flow hedges are recognised in equity.
The gain or loss relating to the ineffective portion is recognised
immediately in the income statement. Amounts accumulated in equity
are recycled in the income statement in the periods when the hedged
item will affect profit or loss (for instance when the forecast sale that is
hedged takes place). However, when the forecast transaction that is
hedged results in the recognition of a non-financial asset (for example
inventory) or a liability, the gains and losses previously deferred in equity
are transferred from equity and included in the initial measurement of the
cost of the asset or liability.
When a hedging instrument expires or is sold, or when a hedge no
longer meets the criteria for hedge accounting, any cumulative gain or
loss existing in equity at that time remains in equity and is recognised
when the forecast transaction is ultimately recognised in the income
statement.
When a forecast transaction is no longer expected to occur, the
cumulative gain or loss that was reported in equity is immediately
transferred to the income statement.
Certain derivative instruments do not qualify for hedge accounting.
Changes in the fair value of any derivative instruments that do not qualify
for hedge accounting are recognised immediately in the income
statement.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs
incurred. Any difference between the proceeds (net of transaction costs)
and the redemption value is recognised in the income statement over
the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability for at least 12
months after the balance sheet date.
Borrowing costs
General and specific borrowing costs directly attributable to the
acquisition, construction or production of qualifying assets, which are
assets that necessarily take a substantial period of time to get ready for
their intended use or sale, are added to the cost of those assets, until
such time as the assets are substantially ready for their intended use
or sale.
Trade and other payables
Trade and other payables are recognised initially at fair value. With the
exception of contingent consideration and forward foreign exchange
contracts, trade and other payables are subsequently measured at
amortised cost using the effective interest method. Contingent
consideration is measured at fair value based on the present value of the
expected future payments, discounted using a risk-adjusted discount
rate. Continent consideration is remeasured at fair value at each
reporting date and subsequent changes in fair value and associated
discount unwind are recognised in the income statement. Forward
foreign exchange contracts are initially recognised at cost and
subsequently measured at fair value on a mark-to-market basis.
Inventories
Inventories are stated at the lower of cost and net realisable amount on
a first in first out basis. Cost comprises all expenditure, including related
production overheads, incurred in the normal course of business
in bringing the inventory to its location and condition at the balance
sheet date. Net realisable amount is the estimated selling price in the
ordinary course of business less any applicable variable selling costs.
Provision is made for obsolete, slow moving and defective inventory
where appropriate. Profits arising on intra-group sales are eliminated in
so far as the product remains in Group inventory at the year end.
Trade and other receivables
Trade and other receivables are recognised initially at fair value and
subsequently measured at amortised cost, using the effective interest
method, less impairment losses. A provision for impairment of trade
receivables is recognised based on lifetime expected losses, but
principally comprises balances where objective evidence exists that the
amount will not be collectible. Such amounts are written down to their
estimated recoverable amounts, with the charge being made to
operating expenses.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and short-term
deposits. Bank overdrafts that are repayable on demand and form an
integral part of the Group’s cash management are included as a
component of cash and cash equivalents for the purpose of the
statement of cash flows. Cash and bank overdrafts are offset and the
net amount reported in the balance sheet when there is a legally
enforceable right to offset the recognised amounts, there is an intention
to settle on a net basis and interest is charged on a net basis.
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Financial statements (continued)
Financial statements (continued)
Group Accounting Policies (continued)
Group Accounting Policies (continued)
Derivative financial instruments
Derivative financial instruments
Borrowings
Borrowings
The Group uses derivative financial instruments where deemed
The Group uses derivative financial instruments where deemed
Borrowings are recognised initially at fair value, net of transaction costs
Borrowings are recognised initially at fair value, net of transaction costs
appropriate to hedge its exposure to interest rates and short-term
appropriate to hedge its exposure to interest rates and short-term
incurred. Any difference between the proceeds (net of transaction costs)
incurred. Any difference between the proceeds (net of transaction costs)
currency rate fluctuations. The Group’s accounting policy is set out below.
currency rate fluctuations. The Group’s accounting policy is set out below.
and the redemption value is recognised in the income statement over
and the redemption value is recognised in the income statement over
Derivative financial instruments are recorded initially at cost. Subsequent
Derivative financial instruments are recorded initially at cost. Subsequent
measurement depends on the designation of the instrument as either: (i)
measurement depends on the designation of the instrument as either: (i)
a hedge of the fair value of recognised assets or liabilities or a firm
a hedge of the fair value of recognised assets or liabilities or a firm
commitment (fair value hedge); or (ii) a hedge of highly probable forecast
commitment (fair value hedge); or (ii) a hedge of highly probable forecast
transactions (cash flow hedge).
transactions (cash flow hedge).
(i) Fair value hedge
(i) Fair value hedge
Changes in the fair value of derivatives, for example interest rate swaps
Changes in the fair value of derivatives, for example interest rate swaps
and foreign exchange contracts, that are designated and qualify as fair
and foreign exchange contracts, that are designated and qualify as fair
value hedges are recorded in the income statement, together with any
value hedges are recorded in the income statement, together with any
changes in the fair value of the hedged asset or liability that are
changes in the fair value of the hedged asset or liability that are
attributable to the hedged risk.
attributable to the hedged risk.
(ii) Cash flow hedge
(ii) Cash flow hedge
The Group designates the spot element of forward foreign exchange
The Group designates the spot element of forward foreign exchange
contracts to hedge its currency risk and applies a hedge ratio of 1:1.
contracts to hedge its currency risk and applies a hedge ratio of 1:1.
The forward elements of the forward exchange contracts are excluded
The forward elements of the forward exchange contracts are excluded
from the designation of the hedging instrument and are separately
from the designation of the hedging instrument and are separately
accounted for as a cost of hedging, which is recognised in equity in a
accounted for as a cost of hedging, which is recognised in equity in a
cost of hedging reserve. The Group’s policy is for the critical terms of
cost of hedging reserve. The Group’s policy is for the critical terms of
the forward exchange contracts to align with the hedged item.
the forward exchange contracts to align with the hedged item.
The Group determines the existence of an economic relationship
The Group determines the existence of an economic relationship
between the hedging instrument and the hedged item based on the
between the hedging instrument and the hedged item based on the
current, amount and timing of the respective cash flows. The Group
current, amount and timing of the respective cash flows. The Group
assesses whether the derivative designated in each hedging relationship
assesses whether the derivative designated in each hedging relationship
is expected to be and has been effective in offsetting changes in the
is expected to be and has been effective in offsetting changes in the
cash flows of the hedged item using the hypothetical derivative method.
cash flows of the hedged item using the hypothetical derivative method.
In these hedge relationships, the main sources of ineffectiveness are
In these hedge relationships, the main sources of ineffectiveness are
changes in the time or amount of the hedged transactions.
changes in the time or amount of the hedged transactions.
The effective portion of changes in the fair value of derivatives that are
The effective portion of changes in the fair value of derivatives that are
designated and qualify as cash flow hedges are recognised in equity.
designated and qualify as cash flow hedges are recognised in equity.
The gain or loss relating to the ineffective portion is recognised
The gain or loss relating to the ineffective portion is recognised
immediately in the income statement. Amounts accumulated in equity
immediately in the income statement. Amounts accumulated in equity
are recycled in the income statement in the periods when the hedged
are recycled in the income statement in the periods when the hedged
item will affect profit or loss (for instance when the forecast sale that is
item will affect profit or loss (for instance when the forecast sale that is
hedged takes place). However, when the forecast transaction that is
hedged takes place). However, when the forecast transaction that is
hedged results in the recognition of a non-financial asset (for example
hedged results in the recognition of a non-financial asset (for example
inventory) or a liability, the gains and losses previously deferred in equity
inventory) or a liability, the gains and losses previously deferred in equity
are transferred from equity and included in the initial measurement of the
are transferred from equity and included in the initial measurement of the
cost of the asset or liability.
cost of the asset or liability.
When a hedging instrument expires or is sold, or when a hedge no
When a hedging instrument expires or is sold, or when a hedge no
longer meets the criteria for hedge accounting, any cumulative gain or
longer meets the criteria for hedge accounting, any cumulative gain or
loss existing in equity at that time remains in equity and is recognised
loss existing in equity at that time remains in equity and is recognised
when the forecast transaction is ultimately recognised in the income
when the forecast transaction is ultimately recognised in the income
statement.
statement.
When a forecast transaction is no longer expected to occur, the
When a forecast transaction is no longer expected to occur, the
transferred to the income statement.
transferred to the income statement.
Certain derivative instruments do not qualify for hedge accounting.
Certain derivative instruments do not qualify for hedge accounting.
Changes in the fair value of any derivative instruments that do not qualify
Changes in the fair value of any derivative instruments that do not qualify
for hedge accounting are recognised immediately in the income
for hedge accounting are recognised immediately in the income
statement.
statement.
the period of the borrowings using the effective interest method.
the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an
Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability for at least 12
unconditional right to defer settlement of the liability for at least 12
months after the balance sheet date.
months after the balance sheet date.
Borrowing costs
Borrowing costs
General and specific borrowing costs directly attributable to the
General and specific borrowing costs directly attributable to the
acquisition, construction or production of qualifying assets, which are
acquisition, construction or production of qualifying assets, which are
assets that necessarily take a substantial period of time to get ready for
assets that necessarily take a substantial period of time to get ready for
their intended use or sale, are added to the cost of those assets, until
their intended use or sale, are added to the cost of those assets, until
such time as the assets are substantially ready for their intended use
such time as the assets are substantially ready for their intended use
or sale.
or sale.
Trade and other payables
Trade and other payables
Trade and other payables are recognised initially at fair value. With the
Trade and other payables are recognised initially at fair value. With the
exception of contingent consideration and forward foreign exchange
exception of contingent consideration and forward foreign exchange
contracts, trade and other payables are subsequently measured at
contracts, trade and other payables are subsequently measured at
amortised cost using the effective interest method. Contingent
amortised cost using the effective interest method. Contingent
consideration is measured at fair value based on the present value of the
consideration is measured at fair value based on the present value of the
expected future payments, discounted using a risk-adjusted discount
expected future payments, discounted using a risk-adjusted discount
rate. Continent consideration is remeasured at fair value at each
rate. Continent consideration is remeasured at fair value at each
reporting date and subsequent changes in fair value and associated
reporting date and subsequent changes in fair value and associated
discount unwind are recognised in the income statement. Forward
discount unwind are recognised in the income statement. Forward
foreign exchange contracts are initially recognised at cost and
foreign exchange contracts are initially recognised at cost and
subsequently measured at fair value on a mark-to-market basis.
subsequently measured at fair value on a mark-to-market basis.
Inventories
Inventories
Inventories are stated at the lower of cost and net realisable amount on
Inventories are stated at the lower of cost and net realisable amount on
a first in first out basis. Cost comprises all expenditure, including related
a first in first out basis. Cost comprises all expenditure, including related
production overheads, incurred in the normal course of business
production overheads, incurred in the normal course of business
in bringing the inventory to its location and condition at the balance
in bringing the inventory to its location and condition at the balance
sheet date. Net realisable amount is the estimated selling price in the
sheet date. Net realisable amount is the estimated selling price in the
ordinary course of business less any applicable variable selling costs.
ordinary course of business less any applicable variable selling costs.
Provision is made for obsolete, slow moving and defective inventory
Provision is made for obsolete, slow moving and defective inventory
where appropriate. Profits arising on intra-group sales are eliminated in
where appropriate. Profits arising on intra-group sales are eliminated in
so far as the product remains in Group inventory at the year end.
so far as the product remains in Group inventory at the year end.
Trade and other receivables
Trade and other receivables
Trade and other receivables are recognised initially at fair value and
Trade and other receivables are recognised initially at fair value and
subsequently measured at amortised cost, using the effective interest
subsequently measured at amortised cost, using the effective interest
method, less impairment losses. A provision for impairment of trade
method, less impairment losses. A provision for impairment of trade
receivables is recognised based on lifetime expected losses, but
receivables is recognised based on lifetime expected losses, but
principally comprises balances where objective evidence exists that the
principally comprises balances where objective evidence exists that the
amount will not be collectible. Such amounts are written down to their
amount will not be collectible. Such amounts are written down to their
estimated recoverable amounts, with the charge being made to
estimated recoverable amounts, with the charge being made to
operating expenses.
operating expenses.
Cash and cash equivalents
Cash and cash equivalents
deposits. Bank overdrafts that are repayable on demand and form an
deposits. Bank overdrafts that are repayable on demand and form an
integral part of the Group’s cash management are included as a
integral part of the Group’s cash management are included as a
component of cash and cash equivalents for the purpose of the
component of cash and cash equivalents for the purpose of the
statement of cash flows. Cash and bank overdrafts are offset and the
statement of cash flows. Cash and bank overdrafts are offset and the
net amount reported in the balance sheet when there is a legally
net amount reported in the balance sheet when there is a legally
enforceable right to offset the recognised amounts, there is an intention
enforceable right to offset the recognised amounts, there is an intention
to settle on a net basis and interest is charged on a net basis.
to settle on a net basis and interest is charged on a net basis.
cumulative gain or loss that was reported in equity is immediately
cumulative gain or loss that was reported in equity is immediately
Cash and cash equivalents comprise cash balances and short-term
Cash and cash equivalents comprise cash balances and short-term
Environmental, restructuring and other provisions
The Group is exposed to environmental liabilities relating to its
operations and liabilities following the acquisition of Uniqema. Provisions
are made immediately where a legal obligation is identified, can be
quantified and it is regarded as more likely than not that an outflow of
resources will be required to settle the obligation. The Group does
consider the impact of discounting when establishing provisions and
provisions are discounted when the impact is material and the timing of
cash flows can be estimated with reasonable certainty.
Share capital
Investment in own shares
(i) Employee share ownership trusts – shares acquired by the trustees
of the employee share ownership trust (the Trustees), funded by the
Company and held for the continuing benefit of the Company are
shown as a reduction in equity attributable to owners of the parent.
Movements in the year arising from additional purchases by the
Trustees of shares or the receipt of funds due to the exercise of
options by employees are accounted for within reserves and shown
as a movement in equity attributable to owners of the parent in the
year. Administration expenses of the trusts are charged
to the Company’s income statement as incurred.
(ii) Treasury shares – where any Group company purchases the
Company’s equity share capital as treasury shares, the
consideration paid, including any directly attributable incremental
costs (net of income taxes), is deducted from equity attributable to
the Company’s equity holders until the shares are cancelled,
reissued or disposed of. Where such shares are subsequently
sold or reissued, any consideration received, net of any directly
attributable incremental transaction costs and the related income
tax effects, is included in equity attributable to the Company’s
equity holders.
Dividends
Dividends on ordinary share capital are recognised as a liability when the
liability is irrevocable. Accordingly, final dividends are recognised when
approved by shareholders and interim dividends
are recognised when paid.
Investments
Investments in equity securities are measured at fair value, with
movements in the fair value being recognised in the income statement or
equity on an instrument by instrument basis. Investments in associates are
initially recorded at cost and subsequently adjusted for the Group’s share
of results. Investments are subject to impairment testing at each balance
sheet date or earlier upon indication of impairment.
130 Croda International Plc
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130
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Annual report and Accounts 2020 131
Annual Report and Accounts 2021 131
Financial statements (continued)
Notes to the Group Accounts
1. Segmental analysis
The Group’s sales, marketing and research activities are organised into four global market sectors, being Consumer Care, Life Sciences,
Performance Technologies and Industrial Chemicals. These are the segments for which summary management information is presented to
the Group’s Executive Committee, which is deemed to be the Group’s Chief Operating Decision Maker. A review of each sector can be found within
the Strategic Report on pages 24 to 29.
There is no material trade between segments. Segmental results include items directly attributable to a specific segment as well as those that can be
allocated on a reasonable basis.
Income statement
Revenue
Consumer Care
Life Sciences
Performance Technologies
Industrial Chemicals
Total Group revenue
Adjusted operating profit
Consumer Care
Life Sciences
Performance Technologies
Industrial Chemicals
Total Group operating profit (before exceptional items and amortisation of intangible assets arising on acquisition)
Exceptional items and amortisation of intangible assets arising on acquisition1
Total Group operating profit
2021
£m
Restated
2020
£m
763.0
572.3
439.5
114.8
1,889.6
527.8
392.5
373.6
96.4
1,390.3
188.5
208.5
64.5
7.1
468.6
(30.4)
438.2
146.5
124.5
48.9
(0.3)
319.6
(29.6)
290.0
1 Relates to Consumer Care £20.5m (2020: £13.5m), Life Sciences £7.5m (2020: £12.2m), Performance Technologies £1.8m (2020: £3.6m) and Industrial Chemicals £0.6m (2020: £0.3m)
As announced in the 2020 Annual Report the Group has revised the composition of its operating segments. Accordingly, the Group has restated the
previously reported segment information for the year ended 31 December 2020 and aligned this with the information that is regularly presented to
the Group’s Executive Committee.
In the following table, revenue has been disaggregated by sector and destination. This is the primary management information that is presented to
the Group’s Executive Committee.
Revenue 2021
Consumer Care
Life Sciences
Performance Technologies
Industrial Chemicals
Total Group revenue
Revenue 2020 (restated)
Consumer Care
Life Sciences
Performance Technologies
Industrial Chemicals
Total Group revenue
Europe, Middle
East & Africa
£m
North
America
£m
Latin
America
£m
300.3
266.3
209.8
48.9
825.3
178.1
164.7
177.0
42.6
562.4
210.9
167.2
102.1
13.0
493.2
172.0
113.2
90.1
11.7
387.0
68.6
60.9
22.4
2.4
154.3
55.0
54.5
20.1
2.0
131.6
Depreciation and amortisation (before amortisation of intangible assets arising on acquisition)
Consumer Care
Life Sciences
Performance Technologies
Industrial Chemicals
Total Group
Asia
£m
183.2
77.9
105.2
50.5
416.8
122.7
60.1
86.4
40.1
309.3
2021
£m
31.7
22.1
19.4
5.8
79.0
Total
£m
763.0
572.3
439.5
114.8
1,889.6
527.8
392.5
373.6
96.4
1,390.3
Restated
2020
£m
24.7
19.9
18.8
4.8
68.2
132 Croda International Plc
132
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Annual report and Accounts 2021
Annual Report and Accounts 2021
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Financial statements (continued)
Notes to the Group Accounts
1. Segmental analysis
the Strategic Report on pages 24 to 29.
allocated on a reasonable basis.
The Group’s sales, marketing and research activities are organised into four global market sectors, being Consumer Care, Life Sciences,
Performance Technologies and Industrial Chemicals. These are the segments for which summary management information is presented to
the Group’s Executive Committee, which is deemed to be the Group’s Chief Operating Decision Maker. A review of each sector can be found within
There is no material trade between segments. Segmental results include items directly attributable to a specific segment as well as those that can be
The Group manages its business segments on a global basis. The operations are based in the following geographical areas: Europe, with
manufacturing sites in the UK, France, the Netherlands, Italy, Spain, Finland and Denmark; North America, with manufacturing sites in the US;
Latin America, with manufacturing sites in Brazil, Argentina, Colombia and Mexico; Asia, with manufacturing sites in Singapore, Japan, India, China,
Indonesia, Malaysia and Australia; and South Africa and Tunisia.
The Group’s revenue from external customers in the UK is £52.3m (2020: £46.2m), in Germany is £196.0m (2020: £104.7m), in China is £161.4m
(2020: £105.2m), in the US is £455.3m (2020: £355.4m) and the total revenue from external customers from other countries is £1,024.6m (2020:
£778.8m). No single external customer represents more than 4% of the total revenue of the Group. The total of non-current assets other than
financial instruments, retirement benefit assets and deferred tax assets located in the UK is £208.2m (2020: £178.9m) and in other countries is
£1,290.7m (2020: £1,252.2m). Goodwill has not been split by geography as this asset is not attributable to a geographical area.
2. Operating costs
Analysis of net operating expenses by function:
Distribution costs
Administrative expenses
Additional information on the nature of operating expenses, including depreciation and employee costs, is provided in note 3.
Total Group operating profit (before exceptional items and amortisation of intangible assets arising on acquisition)
Exceptional items and amortisation of intangible assets arising on acquisition1
1 Relates to Consumer Care £20.5m (2020: £13.5m), Life Sciences £7.5m (2020: £12.2m), Performance Technologies £1.8m (2020: £3.6m) and Industrial Chemicals £0.6m (2020: £0.3m)
As announced in the 2020 Annual Report the Group has revised the composition of its operating segments. Accordingly, the Group has restated the
previously reported segment information for the year ended 31 December 2020 and aligned this with the information that is regularly presented to
In the following table, revenue has been disaggregated by sector and destination. This is the primary management information that is presented to
the Group’s Executive Committee.
the Group’s Executive Committee.
Europe, Middle
East & Africa
£m
North
America
£m
Latin
America
£m
300.3
266.3
209.8
48.9
825.3
178.1
164.7
177.0
42.6
562.4
210.9
167.2
102.1
13.0
493.2
172.0
113.2
90.1
11.7
387.0
68.6
60.9
22.4
2.4
154.3
55.0
54.5
20.1
2.0
131.6
309.3
1,390.3
3. Profit for the year
The Group profit for the year is stated after charging:
Depreciation and amortisation (notes 12, 13 & 14)
Impairments (exceptional)
Impairments (non-exceptional)
Staff costs (note 9)
Redundancy costs (non-exceptional)
Redundancy costs (exceptional)
Inventories – cost recognised as expense in cost of sales
Inventories – provision movement in the year
Research and development
Net foreign exchange
Bad debt charge (note 18)
Adjustments:
Exceptional items – operating profit
Business acquisitions and disposal costs
Redundancy, restructuring and impairments
Pension curtailment gain
Fair value movement on contingent consideration
Exceptional items – financial costs
Unwind of discount on contingent consideration
Exceptional items
Amortisation of intangible assets arising on acquisition
Total adjustments
2021
£m
93.0
407.7
500.7
2021
£m
113.3
–
1.1
411.9
0.8
–
950.7
6.7
58.7
0.8
0.4
2021
£m
(13.5)
–
11.2
6.2
(3.3)
0.6
(34.3)
(33.7)
2020
£m
71.7
270.4
342.1
2020
£m
81.8
1.4
–
295.5
0.2
1.8
758.2
3.8
38.2
2.1
0.5
2020
£m
(11.7)
(4.3)
–
–
(1.5)
(17.5)
(13.6)
(31.1)
Depreciation and amortisation (before amortisation of intangible assets arising on acquisition)
The exceptional items in the current year reflects discount unwind and fair value adjustment both in respect of contingent consideration, a pension
curtailment gain (arising from transfer of the Dutch scheme to a collective defined contribution arrangement) and acquisition costs and fees incurred
in preparation of the disposal of part of the PTIC business. Movements in contingent consideration have been presented as exceptional as they are
not directly representative of the underlying business performance in the period, and therefore this presentation provides a meaningful basis to make
comparisons between reporting periods. The pension curtailment gain and business acquisition and disposal costs have been presented as
exceptional due to their size and one-off nature. The exceptional items in the prior year related to the delivery of cost saving actions announced in
the 2019 full year results, discount unwind in contingent consideration and acquisition costs.
132 Croda International Plc
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Annual report and Accounts 2021
Annual Report and Accounts 2021
132
Croda International Plc
Croda International Plc
Annual report and Accounts 2021 133
Annual Report and Accounts 2021 133
Income statement
Revenue
Consumer Care
Life Sciences
Performance Technologies
Industrial Chemicals
Total Group revenue
Adjusted operating profit
Consumer Care
Life Sciences
Performance Technologies
Industrial Chemicals
Total Group operating profit
Revenue 2021
Consumer Care
Life Sciences
Performance Technologies
Industrial Chemicals
Total Group revenue
Revenue 2020 (restated)
Consumer Care
Life Sciences
Performance Technologies
Industrial Chemicals
Total Group revenue
Consumer Care
Life Sciences
Performance Technologies
Industrial Chemicals
Total Group
1,889.6
1,390.3
2021
£m
763.0
572.3
439.5
114.8
188.5
208.5
64.5
7.1
468.6
(30.4)
438.2
Asia
£m
183.2
77.9
105.2
50.5
416.8
122.7
60.1
86.4
40.1
2021
£m
31.7
22.1
19.4
5.8
79.0
Restated
2020
£m
527.8
392.5
373.6
96.4
146.5
124.5
48.9
(0.3)
319.6
(29.6)
290.0
Total
£m
763.0
572.3
439.5
114.8
1,889.6
527.8
392.5
373.6
96.4
Restated
2020
£m
24.7
19.9
18.8
4.8
68.2
2021
£m
2020
£m
0.2
1.4
0.1
1.7
2021
£m
–
2.7
7.0
0.3
0.3
0.9
0.8
2.0
0.5
1.6
1.6
0.3
2.5
2.2
2.2
3.3
28.2
0.1
1.4
0.1
1.6
2020
£m
0.4
2.7
4.5
0.2
0.3
0.9
0.8
2.0
0.5
1.6
1.7
1.2
–
1.5
1.2
1.5
21.0
(1.5)
26.7
(0.5)
20.5
Financial statements (continued)
Notes to the Group Accounts (continued)
3. Profit for the year continued
Services provided by the Group’s auditors
Audit services
Fees payable to the Group auditors for the audit of Parent Company and consolidated financial statements
Fees payable to the Group auditors and its associates for the audit of the Company’s subsidiaries
Other audit services
Other audit-related assurance services including fees payable in relation to the Group’s interim review
4. Net financial costs
Financial costs
US$100m 5.94% fixed rate 10 year note
US$100m 3.75% fixed rate 10 year note
2019 Club facility due 2026
US$200m 3 year term loan due 2023
€30m 1.08% fixed rate 7 year note
€70m 1.43% fixed rate 10 year note
£30m 2.54% fixed rate 7 year note
£70m 2.80% fixed rate 10 year note
€50m 1.18% fixed rate 8 year note
£65m 2.46% fixed rate 8 year note
US$60m 3.70% fixed rate 10 year note
Net interest on retirement benefit liabilities
Provision against non-operating loan
Interest on lease liabilities
Other bank loans and overdrafts
Unwind of discount on contingent consideration
Financial income
Bank interest receivable and similar income
Net financial costs
134 Croda International Plc
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Financial statements (continued)
Financial statements (continued)
Notes to the Group Accounts (continued)
Notes to the Group Accounts (continued)
3. Profit for the year continued
3. Profit for the year continued
Services provided by the Group’s auditors
Services provided by the Group’s auditors
Audit services
Audit services
Fees payable to the Group auditors for the audit of Parent Company and consolidated financial statements
Fees payable to the Group auditors for the audit of Parent Company and consolidated financial statements
Fees payable to the Group auditors and its associates for the audit of the Company’s subsidiaries
Fees payable to the Group auditors and its associates for the audit of the Company’s subsidiaries
Other audit services
Other audit services
Other audit-related assurance services including fees payable in relation to the Group’s interim review
Other audit-related assurance services including fees payable in relation to the Group’s interim review
4. Net financial costs
4. Net financial costs
Financial costs
Financial costs
US$100m 5.94% fixed rate 10 year note
US$100m 5.94% fixed rate 10 year note
US$100m 3.75% fixed rate 10 year note
US$100m 3.75% fixed rate 10 year note
2019 Club facility due 2026
2019 Club facility due 2026
US$200m 3 year term loan due 2023
US$200m 3 year term loan due 2023
€30m 1.08% fixed rate 7 year note
€30m 1.08% fixed rate 7 year note
€70m 1.43% fixed rate 10 year note
€70m 1.43% fixed rate 10 year note
£30m 2.54% fixed rate 7 year note
£30m 2.54% fixed rate 7 year note
£70m 2.80% fixed rate 10 year note
£70m 2.80% fixed rate 10 year note
€50m 1.18% fixed rate 8 year note
€50m 1.18% fixed rate 8 year note
£65m 2.46% fixed rate 8 year note
£65m 2.46% fixed rate 8 year note
US$60m 3.70% fixed rate 10 year note
US$60m 3.70% fixed rate 10 year note
Net interest on retirement benefit liabilities
Net interest on retirement benefit liabilities
Provision against non-operating loan
Provision against non-operating loan
Interest on lease liabilities
Interest on lease liabilities
Other bank loans and overdrafts
Other bank loans and overdrafts
Unwind of discount on contingent consideration
Unwind of discount on contingent consideration
Bank interest receivable and similar income
Bank interest receivable and similar income
Financial income
Financial income
Net financial costs
Net financial costs
0.2
0.2
1.4
1.4
0.1
0.1
1.7
1.7
–
–
2.7
2.7
7.0
7.0
0.3
0.3
0.3
0.3
0.9
0.9
0.8
0.8
2.0
2.0
0.5
0.5
1.6
1.6
1.6
1.6
0.3
0.3
2.5
2.5
2.2
2.2
2.2
2.2
3.3
3.3
0.1
0.1
1.4
1.4
0.1
0.1
1.6
1.6
0.4
0.4
2.7
2.7
4.5
4.5
0.2
0.2
0.3
0.3
0.9
0.9
0.8
0.8
2.0
2.0
0.5
0.5
1.6
1.6
1.7
1.7
1.2
1.2
–
–
1.5
1.5
1.2
1.2
1.5
1.5
28.2
28.2
21.0
21.0
(1.5)
(1.5)
26.7
26.7
(0.5)
(0.5)
20.5
20.5
2021
2021
£m
£m
2020
2020
£m
£m
5. Tax
(a) Analysis of tax charge for the year
UK current corporate tax
Overseas current corporate taxes
Current tax
Deferred tax (note 6)
2021
2021
£m
£m
2020
2020
£m
£m
(b) Tax on items charged/(credited) to other comprehensive income or equity
Deferred tax on remeasurement of post-retirement benefits (OCI)
Deferred tax on share-based payments (equity)
Deferred tax on provisions (OCI)
(c) Factors affecting the tax charge for the year
Profit before tax
Tax at the standard rate of corporation tax in the UK, 19.0% (2020: 19.0%)
Effect of:
Tax rate changes
Prior year over-provisions
Tax cost of remitting overseas income to the UK
Expenses and write-offs not deductible for tax purposes
Utilisation of unrecognised tax losses
Net effect of higher overseas tax rates
2021
£m
11.5
95.0
106.5
(17.8)
88.7
8.3
(2.4)
(0.2)
5.7
411.5
78.2
7.1
(16.3)
2.2
7.3
–
10.2
88.7
2020
£m
13.2
52.1
65.3
2.6
67.9
9.7
(0.9)
0.3
9.1
269.5
51.2
(1.5)
(3.2)
1.5
1.8
(1.4)
19.5
67.9
The adjusted effective corporate tax rate before exceptional items of 21.2% (2020: 24.1%) is higher than the UK's standard tax rate of 19.0%. The
reported effective corporate tax rate after exceptional items is 21.6% (2020: 25.2%). This year's tax charge benefitted from a one-off settlement of a
previous uncertain tax position.
Croda operates in many tax jurisdictions other than the UK, both as a manufacturer and distributor, with the majority of those jurisdictions having
rates higher than the UK; considerably so in some cases. It is the exposure to these different tax rates that increases the effective tax rate above the
UK standard rate and also makes it difficult to forecast the Group’s future tax rate with any certainty given the unpredictable nature of exchange
rates, individual economies and tax legislators. Other than the exposure to higher overseas tax rates, there are no significant adjustments between
the Group’s expected and reported tax charge based on its accounting profit. Given the global nature of the Group, and the number of associated
cross-border transactions between connected parties, we are exposed to potential adjustments to the price charged for those transactions by tax
authorities. However, the Group carries appropriate provisions relating to the level of risk.
Legislation to increase the UK standard rate of corporation tax from 19% to 25% was substantively enacted on 24 May 2021, effective from 1 April
2023. The calculation of deferred tax balances in the UK have been revised accordingly. Overseas tax is calculated at the rates prevailing in the
respective jurisdictions.
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Annual Report and Accounts 2021 135
Financial statements (continued)
Notes to the Group Accounts (continued)
6. Deferred tax
The deferred tax balances included in these accounts are attributable to the following:
Deferred tax assets
Retirement benefit liabilities
Provisions
Gross deferred tax asset
Offset with deferred tax liabilities
Net deferred tax asset
Deferred tax liabilities
Accelerated capital allowances
Revaluation gains
Acquired intangibles
Retirement benefit assets
Other
Gross deferred tax liability
Offset with deferred tax assets
Net deferred tax liability
The movement on deferred tax balances during the year is summarised as follows:
Deferred tax credited/(charged) through the income statement
Continuing operations before adjustments
Adjustments and exceptional items
Deferred tax charged directly to other comprehensive income or equity (note 5(b))
Acquisitions
Exchange differences
Net balance brought forward
Net balance carried forward
Deferred tax (charged)/credited through the income statement relates to the following:
Retirement benefit obligations
Accelerated capital allowances
Provisions
Other
2021
£m
2020
£m
6.1
42.1
48.2
(34.7)
13.5
97.1
1.9
77.9
8.2
1.0
186.1
(34.7)
151.4
13.9
3.9
(5.7)
(8.9)
4.7
7.9
(145.8)
(137.9)
(0.7)
(2.1)
13.9
6.7
17.8
11.1
25.5
36.6
(22.1)
14.5
93.1
1.9
82.3
4.1
1.0
182.4
(22.1)
160.3
(3.6)
1.0
(9.1)
(64.8)
1.3
(75.2)
(70.6)
(145.8)
1.5
(10.3)
4.1
2.1
(2.6)
Deferred tax is calculated in full on temporary differences under the balance sheet liability method at rates appropriate to each subsidiary. Deferred
tax expected to reverse in the year to 31 December 2022 and beyond has been measured using the rate due to prevail in the year of reversal.
Deferred tax assets have been recognised in all material cases where such assets arise, as it is probable the assets will be recovered. At
31 December 2021, no deferred tax asset has been recognised in respect of £32.6m of losses across the Group as it is not considered probable
that there will be future taxable profits against which these losses can be offset.
Deferred tax is only recognised on the unremitted earnings of overseas subsidiaries to the extent that remittance is expected in the foreseeable
future. If all earnings were remitted, an additional £9.3m (2020: £6.6m) of tax would be payable.
All movements on deferred tax balances have been recognised in the income statement with the exception of the items shown in note 5(b).
Of the gross deferred tax assets, £10.4m are expected to reverse within 12 months of the balance sheet date. No material reversal of any of the
deferred tax liability is expected within 12 months of the balance sheet date based on the Group’s current capital expenditure programme.
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Financial statements (continued)
Financial statements (continued)
Notes to the Group Accounts (continued)
Notes to the Group Accounts (continued)
The deferred tax balances included in these accounts are attributable to the following:
The deferred tax balances included in these accounts are attributable to the following:
6. Deferred tax
6. Deferred tax
Deferred tax assets
Deferred tax assets
Retirement benefit liabilities
Retirement benefit liabilities
Provisions
Provisions
Gross deferred tax asset
Gross deferred tax asset
Offset with deferred tax liabilities
Offset with deferred tax liabilities
Net deferred tax asset
Net deferred tax asset
Deferred tax liabilities
Deferred tax liabilities
Accelerated capital allowances
Accelerated capital allowances
Revaluation gains
Revaluation gains
Acquired intangibles
Acquired intangibles
Retirement benefit assets
Retirement benefit assets
Other
Other
Gross deferred tax liability
Gross deferred tax liability
Offset with deferred tax assets
Offset with deferred tax assets
Net deferred tax liability
Net deferred tax liability
Acquisitions
Acquisitions
Exchange differences
Exchange differences
Net balance brought forward
Net balance brought forward
Net balance carried forward
Net balance carried forward
Retirement benefit obligations
Retirement benefit obligations
Accelerated capital allowances
Accelerated capital allowances
Provisions
Provisions
Other
Other
The movement on deferred tax balances during the year is summarised as follows:
The movement on deferred tax balances during the year is summarised as follows:
Deferred tax credited/(charged) through the income statement
Deferred tax credited/(charged) through the income statement
Continuing operations before adjustments
Continuing operations before adjustments
Adjustments and exceptional items
Adjustments and exceptional items
Deferred tax charged directly to other comprehensive income or equity (note 5(b))
Deferred tax charged directly to other comprehensive income or equity (note 5(b))
Deferred tax (charged)/credited through the income statement relates to the following:
Deferred tax (charged)/credited through the income statement relates to the following:
Deferred tax is calculated in full on temporary differences under the balance sheet liability method at rates appropriate to each subsidiary. Deferred
Deferred tax is calculated in full on temporary differences under the balance sheet liability method at rates appropriate to each subsidiary. Deferred
tax expected to reverse in the year to 31 December 2022 and beyond has been measured using the rate due to prevail in the year of reversal.
tax expected to reverse in the year to 31 December 2022 and beyond has been measured using the rate due to prevail in the year of reversal.
Deferred tax assets have been recognised in all material cases where such assets arise, as it is probable the assets will be recovered. At
Deferred tax assets have been recognised in all material cases where such assets arise, as it is probable the assets will be recovered. At
31 December 2021, no deferred tax asset has been recognised in respect of £32.6m of losses across the Group as it is not considered probable
31 December 2021, no deferred tax asset has been recognised in respect of £32.6m of losses across the Group as it is not considered probable
that there will be future taxable profits against which these losses can be offset.
that there will be future taxable profits against which these losses can be offset.
Deferred tax is only recognised on the unremitted earnings of overseas subsidiaries to the extent that remittance is expected in the foreseeable
Deferred tax is only recognised on the unremitted earnings of overseas subsidiaries to the extent that remittance is expected in the foreseeable
future. If all earnings were remitted, an additional £9.3m (2020: £6.6m) of tax would be payable.
future. If all earnings were remitted, an additional £9.3m (2020: £6.6m) of tax would be payable.
All movements on deferred tax balances have been recognised in the income statement with the exception of the items shown in note 5(b).
All movements on deferred tax balances have been recognised in the income statement with the exception of the items shown in note 5(b).
Of the gross deferred tax assets, £10.4m are expected to reverse within 12 months of the balance sheet date. No material reversal of any of the
Of the gross deferred tax assets, £10.4m are expected to reverse within 12 months of the balance sheet date. No material reversal of any of the
deferred tax liability is expected within 12 months of the balance sheet date based on the Group’s current capital expenditure programme.
deferred tax liability is expected within 12 months of the balance sheet date based on the Group’s current capital expenditure programme.
6.1
6.1
42.1
42.1
48.2
48.2
(34.7)
(34.7)
13.5
13.5
97.1
97.1
1.9
1.9
77.9
77.9
8.2
8.2
1.0
1.0
186.1
186.1
(34.7)
(34.7)
151.4
151.4
13.9
13.9
3.9
3.9
(5.7)
(5.7)
(8.9)
(8.9)
4.7
4.7
7.9
7.9
(145.8)
(145.8)
(137.9)
(137.9)
(0.7)
(0.7)
(2.1)
(2.1)
13.9
13.9
6.7
6.7
17.8
17.8
11.1
11.1
25.5
25.5
36.6
36.6
(22.1)
(22.1)
14.5
14.5
93.1
93.1
1.9
1.9
82.3
82.3
4.1
4.1
1.0
1.0
182.4
182.4
(22.1)
(22.1)
160.3
160.3
(3.6)
(3.6)
1.0
1.0
(9.1)
(9.1)
(64.8)
(64.8)
1.3
1.3
(75.2)
(75.2)
(70.6)
(70.6)
(145.8)
(145.8)
1.5
1.5
(10.3)
(10.3)
4.1
4.1
2.1
2.1
(2.6)
(2.6)
2021
2021
£m
£m
2020
2020
£m
£m
7. Earnings per share
Adjusted profit after tax for the year attributable to owners of the parent
Exceptional items and amortisation of intangible assets
Tax impact of exceptional items and amortisation of intangible assets
Profit after tax for the year attributable to owners of the parent
Weighted average number of 10.61p (2020: 10.61p) ordinary shares in issue for basic calculation
Deemed issue of potentially dilutive shares
Average number of 10.61p (2020: 10.61p) ordinary shares for diluted calculation
Basic earnings per share
Adjusted basic earnings per share
Diluted earnings per share
Adjusted diluted earnings per share
2021
£m
348.8
(33.7)
5.7
320.8
Number
m
139.5
0.3
139.8
Pence
230.0
250.0
229.5
249.5
2020
£m
228.2
(31.1)
4.5
201.6
Number
m
130.0
0.2
130.2
Pence
155.1
175.5
154.8
175.3
Basic earnings per share is calculated by dividing the profit after tax attributable to owners of the parent by the weighted average number of ordinary
shares in issue during the year, excluding those shares held in treasury or employee share trusts (note 25). Shares held in employee share trusts are
treated as cancelled because, except for a nominal amount, dividends have been waived.
For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potentially dilutive
ordinary shares.
Additional earnings per share calculations are included above to give a better indication of the Group’s underlying performance.
8. Dividends
Ordinary
Interim
2020 interim, paid October 2020
2021 interim, paid October 2021
Final
2019 final, paid May 2020
2020 final, paid June 2021
Preference (paid June and December)
Pence per
share
2021
£m
Pence per
share
2020
£m
–
43.5
–
51.5
95.0
–
60.6
–
71.8
132.4
0.1
132.5
39.5
–
50.5
–
90.0
50.8
–
65.0
–
115.8
0.1
115.9
The Directors are recommending a final dividend of 56.5p per share, amounting to a total of £78.8m, in respect of the financial year ended
31 December 2021.
Subject to shareholder approval, the dividend will be paid on 6 June 2022 to shareholders registered on 6 May 2022 and has not been accrued in
these financial statements. The total dividend for the year ended 31 December 2021 will be 100.0p per share amounting to a total of £139.4m.
136 Croda International Plc
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Annual Report and Accounts 2021 137
Financial statements (continued)
Notes to the Group Accounts (continued)
9. Employees
Group employment costs including Directors
Wages and salaries
Share-based payment charges (note 23)
Social security costs
Post-retirement benefit costs
Redundancy costs
Average employee numbers by function
Production
Selling and distribution
Administration
2021
£m
288.0
41.3
49.7
32.9
0.8
412.7
2020
£m
215.7
13.6
36.6
29.6
2.0
297.5
2021
Number
2020
Number
3,766
1,342
929
6,037
3,044
1,189
689
4,922
As required by the Companies Act 2006, the figures disclosed above are the weighted averages based on the number of employees including
Executive Directors. At 31 December 2021, the Group had 6,135 (2020: 5,684) employees in total.
10. Directors’ and key management compensation
Detailed information concerning Directors’ remuneration, interests and options is shown in section D of the Directors’ Remuneration Report,
which is subject to audit, on pages 97 to 105 forming part of the Annual Report and Accounts.
Aggregate compensation for key management, being the Directors and members of the Group Executive Committee, was as follows:
Key management compensation including Directors
Short-term employee benefits
Post-retirement benefit costs
Share-based payment charge
2021
£m
8.1
0.1
6.6
14.8
2020
£m
4.8
0.1
1.2
6.1
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Financial statements (continued)
Financial statements (continued)
Notes to the Group Accounts (continued)
Notes to the Group Accounts (continued)
9. Employees
9. Employees
Group employment costs including Directors
Group employment costs including Directors
Wages and salaries
Wages and salaries
Share-based payment charges (note 23)
Share-based payment charges (note 23)
Social security costs
Social security costs
Post-retirement benefit costs
Post-retirement benefit costs
Redundancy costs
Redundancy costs
Average employee numbers by function
Average employee numbers by function
Production
Production
Selling and distribution
Selling and distribution
Administration
Administration
As required by the Companies Act 2006, the figures disclosed above are the weighted averages based on the number of employees including
As required by the Companies Act 2006, the figures disclosed above are the weighted averages based on the number of employees including
Executive Directors. At 31 December 2021, the Group had 6,135 (2020: 5,684) employees in total.
Executive Directors. At 31 December 2021, the Group had 6,135 (2020: 5,684) employees in total.
10. Directors’ and key management compensation
10. Directors’ and key management compensation
Detailed information concerning Directors’ remuneration, interests and options is shown in section D of the Directors’ Remuneration Report,
Detailed information concerning Directors’ remuneration, interests and options is shown in section D of the Directors’ Remuneration Report,
which is subject to audit, on pages 97 to 105 forming part of the Annual Report and Accounts.
which is subject to audit, on pages 97 to 105 forming part of the Annual Report and Accounts.
Aggregate compensation for key management, being the Directors and members of the Group Executive Committee, was as follows:
Aggregate compensation for key management, being the Directors and members of the Group Executive Committee, was as follows:
Key management compensation including Directors
Key management compensation including Directors
Short-term employee benefits
Short-term employee benefits
Post-retirement benefit costs
Post-retirement benefit costs
Share-based payment charge
Share-based payment charge
288.0
288.0
215.7
215.7
2021
2021
£m
£m
41.3
41.3
49.7
49.7
32.9
32.9
0.8
0.8
2020
2020
£m
£m
13.6
13.6
36.6
36.6
29.6
29.6
2.0
2.0
412.7
412.7
297.5
297.5
2021
2021
Number
Number
2020
2020
Number
Number
3,766
3,766
1,342
1,342
929
929
6,037
6,037
3,044
3,044
1,189
1,189
689
689
4,922
4,922
2021
2021
£m
£m
8.1
8.1
0.1
0.1
6.6
6.6
14.8
14.8
2020
2020
£m
£m
4.8
4.8
0.1
0.1
1.2
1.2
6.1
6.1
11. Post-retirement benefits
The table below summarises the Group’s net year end post-retirement benefits balance sheet positions and activity for the year.
Balance sheet:
Retirement benefit assets
Retirement benefit liabilities
Net asset/(liability) in Group balance sheet
Net balance sheet assets/(liabilities) for:
Defined pension benefits
Post-employment medical benefits
Income statement charge included in profit before tax for:
Defined pension benefits
Post-employment medical benefits
Remeasurements included in other comprehensive income for:
Defined pension benefits
Post-employment medical benefits
2021
£m
35.3
(27.4)
7.9
21.4
(13.5)
7.9
13.5
0.7
14.2
(38.5)
(2.1)
(40.6)
2020
£m
17.6
(49.9)
(32.3)
(17.2)
(15.1)
(32.3)
23.9
0.8
24.7
(52.5)
1.2
(51.3)
Defined benefit pension schemes
The Group operates defined benefit pension schemes in the UK, US, Netherlands and several other territories under broadly similar regulatory
frameworks. All of the Group’s final salary type pension schemes (which provide benefits to members in the form of a guaranteed level of pension
payable for life based on salary in the final years leading up to retirement) are closed to future service accrual with the exception of a small number of
‘grandfathered’ employees in the US scheme.
The UK scheme operated on a final salary basis until 5 April 2016, following which the scheme changed to a Career Average Revalued Earnings
(CARE) defined benefit scheme, with annual pensionable earnings capped and pensions in payment indexed based on CPI (previously RPI) for
service accrued from 6 April 2016. This change is expected to reduce the future comparable cost and risk attached to the UK scheme. The US
scheme operates a cash balance pension scheme that provides a guaranteed rate of return on pension contributions until retirement (other than for
‘grandfathered’ employees). From 1 October 2017 the US scheme was closed to new joiners, who will receive defined contribution benefits. The US
plans also do not generally receive inflationary increases once in payment. With the exception of this difference in inflationary risk, the Group’s main
defined benefit pension schemes continue to face materially similar risks, as described on pages 142 and 143.
The majority of benefit payments are from trustee administered funds; however, there are also a number of unfunded plans where the relevant Group
company meets the benefit payment obligation as it falls due.
Plan assets held in trusts are governed by local regulations and practice in each country, as is the nature of the relationship between the Group and
the trustees (or equivalent) and their composition. Responsibility for governance of the schemes, including investment decisions and contribution
schedules, predominantly lies with the particular scheme’s board of trustees with appropriate input from the relevant Group company. The board of
trustees must be composed of representatives in accordance with each scheme’s regulations and any relevant legislation.
During the period the Group's primary Netherlands scheme was converted into a collective defined contribution scheme for both past and future
service, as allowed under local regulations and as agreed with the representative trade unions. This change resulted in the settlement of the defined
benefit scheme's assets and liabilities and a corresponding curtailment gain of £11.2m on cessation of defined benefit accrual, which has been
recognised in the Group income statement. All parties had formally agreed to the settlement by 30 November 2021, therefore the settlement
accounting is based on the valuation of the scheme assets and liabilities at this date. Under the new scheme, employer contributions have been
fixed for the next two years initially, and the level thereafter will be subject to agreement with employees and the trade unions. The employer is not
exposed to demographic and financial risks, as the benefits provided will be those that can be afforded by the scheme only, without recourse to the
employer, therefore this scheme is accounted for as a defined contribution scheme.
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Croda International Plc
Croda International Plc
Annual report and Accounts 2021 139
Annual Report and Accounts 2021 139
Financial statements (continued)
Notes to the Group Accounts (continued)
11. Post-retirement benefits continued
The amounts recognised in the balance sheet in respect of these schemes are as follows:
Present value of funded obligations
UK pension scheme
US pension scheme
Netherlands pension scheme
Rest of world
Fair value of schemes’ assets
UK pension scheme
US pension scheme
Netherlands pension scheme
Rest of world
Net asset/(liability) in respect of funded schemes
Present value of unfunded obligations
Net asset/(liability) in Group balance sheet (excluding post-employment medical benefits)
Movement in present value of retirement benefit obligations in the year:
Opening balance
Current service cost
Past service cost – curtailments
Settlements
Acquisitions
Interest cost
Remeasurements
Change in demographic assumptions
Change in financial assumptions
Experience losses/(gains)
Contributions paid in
Employee
Benefits paid
Exchange differences on overseas schemes
Movement in fair value of schemes’ assets in the year:
Opening balance
Interest income
Remeasurements
Return on scheme assets, excluding amounts included in financial expenses
Contributions paid in
Employee
Employer
Settlements
Benefits paid out
Exchange differences on overseas schemes
2021
£m
2020
£m
(1,162.6)
(126.8)
–
(19.6)
(1,309.0)
1,178.3
145.4
–
16.4
1,340.1
31.1
(9.7)
21.4
(1,178.5)
(133.9)
(212.3)
(19.7)
(1,544.4)
1,163.7
150.4
205.7
17.0
1,536.8
(7.6)
(9.6)
(17.2)
2021
£m
2020
£m
1,554.0
24.7
(11.2)
(207.1)
0.9
20.1
8.2
(46.7)
26.9
3.0
(46.8)
(7.3)
1,318.7
1,451.7
23.1
–
–
–
27.3
(56.4)
149.3
(1.9)
2.9
(46.2)
4.2
1,554.0
1,536.8
20.1
1,390.8
26.5
26.9
143.5
3.0
13.6
(207.1)
(46.8)
(6.4)
1,340.1
2.9
15.4
–
(46.2)
3.9
1,536.8
As at the balance sheet date, the present value of retirement benefit obligations comprised approximately £351m in respect of active employees,
£367m in respect of deferred members and £601m in relation to members in retirement.
Total employer contributions to the schemes in 2022 are expected to be £10.7m.
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Financial statements (continued)
Financial statements (continued)
Notes to the Group Accounts (continued)
Notes to the Group Accounts (continued)
11. Post-retirement benefits continued
11. Post-retirement benefits continued
The amounts recognised in the balance sheet in respect of these schemes are as follows:
The amounts recognised in the balance sheet in respect of these schemes are as follows:
Net asset/(liability) in respect of funded schemes
Net asset/(liability) in respect of funded schemes
Present value of unfunded obligations
Present value of unfunded obligations
Net asset/(liability) in Group balance sheet (excluding post-employment medical benefits)
Net asset/(liability) in Group balance sheet (excluding post-employment medical benefits)
Movement in present value of retirement benefit obligations in the year:
Movement in present value of retirement benefit obligations in the year:
Present value of funded obligations
Present value of funded obligations
UK pension scheme
UK pension scheme
US pension scheme
US pension scheme
Netherlands pension scheme
Netherlands pension scheme
Rest of world
Rest of world
Fair value of schemes’ assets
Fair value of schemes’ assets
UK pension scheme
UK pension scheme
US pension scheme
US pension scheme
Netherlands pension scheme
Netherlands pension scheme
Rest of world
Rest of world
Opening balance
Opening balance
Current service cost
Current service cost
Past service cost – curtailments
Past service cost – curtailments
Settlements
Settlements
Acquisitions
Acquisitions
Interest cost
Interest cost
Remeasurements
Remeasurements
Change in demographic assumptions
Change in demographic assumptions
Change in financial assumptions
Change in financial assumptions
Experience losses/(gains)
Experience losses/(gains)
Contributions paid in
Contributions paid in
Employee
Employee
Benefits paid
Benefits paid
Exchange differences on overseas schemes
Exchange differences on overseas schemes
Opening balance
Opening balance
Interest income
Interest income
Remeasurements
Remeasurements
Contributions paid in
Contributions paid in
Employee
Employee
Employer
Employer
Settlements
Settlements
Benefits paid out
Benefits paid out
Exchange differences on overseas schemes
Exchange differences on overseas schemes
Movement in fair value of schemes’ assets in the year:
Movement in fair value of schemes’ assets in the year:
Return on scheme assets, excluding amounts included in financial expenses
Return on scheme assets, excluding amounts included in financial expenses
2021
2021
£m
£m
2020
2020
£m
£m
(1,162.6)
(1,162.6)
(1,178.5)
(1,178.5)
(126.8)
(126.8)
–
–
(19.6)
(19.6)
(133.9)
(133.9)
(212.3)
(212.3)
(19.7)
(19.7)
(1,309.0)
(1,309.0)
(1,544.4)
(1,544.4)
1,178.3
1,178.3
145.4
145.4
–
–
16.4
16.4
1,163.7
1,163.7
150.4
150.4
205.7
205.7
17.0
17.0
1,340.1
1,340.1
1,536.8
1,536.8
31.1
31.1
(9.7)
(9.7)
21.4
21.4
2021
2021
£m
£m
1,554.0
1,554.0
24.7
24.7
(11.2)
(11.2)
(207.1)
(207.1)
0.9
0.9
20.1
20.1
8.2
8.2
(46.7)
(46.7)
26.9
26.9
3.0
3.0
(46.8)
(46.8)
(7.3)
(7.3)
(7.6)
(7.6)
(9.6)
(9.6)
(17.2)
(17.2)
2020
2020
£m
£m
1,451.7
1,451.7
23.1
23.1
–
–
–
–
–
–
27.3
27.3
(56.4)
(56.4)
149.3
149.3
(1.9)
(1.9)
2.9
2.9
(46.2)
(46.2)
4.2
4.2
1,318.7
1,318.7
1,554.0
1,554.0
1,536.8
1,536.8
20.1
20.1
1,390.8
1,390.8
26.5
26.5
26.9
26.9
143.5
143.5
3.0
3.0
13.6
13.6
(207.1)
(207.1)
(46.8)
(46.8)
(6.4)
(6.4)
2.9
2.9
15.4
15.4
–
–
(46.2)
(46.2)
3.9
3.9
1,340.1
1,340.1
1,536.8
1,536.8
The actuarial assumptions were as follows:
Discount rate
Inflation rate – RPI
Inflation rate – CPI
Rate of increase in salaries
Rate of increase for pensions in payment
Duration of liabilities (i.e. life expectancy) (years)
Remaining working life
* Actuarial assumptions as at the settlement date
2021
UK
1.8%
3.2%
2.8%
4.8%
3.1%
18.9
9.6
2021
US
2.8%
2.5%
n/a
3.5%
n/a
11.0
10.6
2021
Netherlands*
1.1%
2.0%
n/a
2.4%
1.8%
n/a
n/a
2020
UK
1.3%
2.8%
2.4%
4.4%
2.7%
19.6
9.6
2020
US
2.4%
2.5%
n/a
3.5%
n/a
11.2
10.6
2020
Netherlands
0.8%
1.8%
n/a
2.4%
1.3%
22.3
12.4
Mortality assumptions are based on country-specific mortality tables and where appropriate allow for future improvements in life expectancy. Where
credible data exists, actual plan experience is taken into account. No adjustments have been made to mortality assumptions as at 31 December
2021 to reflect the potential effects of COVID-19 as the actual plan experience is not yet available and as it is too soon to make a judgement on the
impact of the pandemic on future mortality improvements. The mortality experience analysis for the scheme will be carried out in the future as part of
the 30 September 2023 funding valuation for the UK Croda Pension Scheme. Applying the mortality tables adopted, the expected future average
lifetime of members currently at age 65 and members at age 65 in 20 years' time is as follows:
Male
Female
UK
20.1
23.3
Current age 65
Netherlands
21.1
25.0
US
20.9
22.8
UK
21.4
24.7
US
22.1
23.9
Age 65 in
20 years
Netherlands
22.6
26.4
The sensitivity of the defined benefit obligation to changes in the significant assumptions is as follows:
Discount rate
Inflation rate
Mortality (assumes a one-year change in life expectancy)
Impact on retirement benefit obligation
Of decrease
9.7%
-6.0%
-4.8%
Of increase
-8.5%
6.5%
4.9%
Sensitivity
0.5%
0.5%
1 year
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to
occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant
actuarial assumptions, the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end
of the reporting year) has been applied as when calculating the retirement benefit obligation recognised in the Group balance sheet. The weighted
average duration of the defined benefit obligation is 18.1 years (2020: 19.2 years).
The assets in the schemes comprised:
Quoted
Equities
Government bonds
Corporate bonds
Other quoted securities
Unquoted
Cash and cash equivalents
Real estate (pooled investment vehicles)
Derivatives
Other
2021
£m
188.2
590.8
70.6
28.7
73.1
61.6
10.0
317.1
1,340.1
2021
%
14%
44%
5%
2%
5%
5%
1%
24%
100%
2020
£m
277.9
674.0
124.2
31.3
77.5
56.7
6.4
288.8
1,536.8
2020
%
18%
44%
8%
2%
5%
4%
0%
19%
100%
As at the balance sheet date, the present value of retirement benefit obligations comprised approximately £351m in respect of active employees,
As at the balance sheet date, the present value of retirement benefit obligations comprised approximately £351m in respect of active employees,
£367m in respect of deferred members and £601m in relation to members in retirement.
£367m in respect of deferred members and £601m in relation to members in retirement.
Total employer contributions to the schemes in 2022 are expected to be £10.7m.
Total employer contributions to the schemes in 2022 are expected to be £10.7m.
Derivatives presented above represent the scheme’s net position on Government bond repurchase agreements and other swap contracts (valued
on a mark-to-market basis) which form part of the scheme’s liability driven investment (LDI) portfolio. The non-derivative assets in the LDI portfolio
have been presented in the relevant asset category. Other investments include; a fund of hedge funds, which consists of a fund of multiple
investment managers across both traditional markets such as equities and credit and also more specialist diversified strategies; infrastructure type
investments that hold assets linked to the value and income from UK and overseas infrastructure.
140 Croda International Plc
140 Croda International Plc
Annual report and Accounts 2021
Annual report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021
140
Croda International Plc
Croda International Plc
Annual report and Accounts 2021 141
Annual Report and Accounts 2021 141
Financial statements (continued)
Notes to the Group Accounts (continued)
11. Post-retirement benefits continued
Post-employment medical benefits
The Group operates an unfunded post-employment medical benefit scheme in the US. The method of accounting, significant assumptions and the
frequency of valuations are similar to those used for defined benefit pension schemes set out above with the addition of actuarial assumptions
relating to the long-term increase in health care costs of 5.0% a year (2020: 5.0%).
The amounts recognised in the balance sheet in respect of this scheme are as follows:
Present value of unfunded obligations
US scheme
Movement in present value of retirement benefit obligations in the year:
Opening balance
Current service cost
Interest cost
Remeasurements – change in demographic assumptions
Remeasurements – change in financial assumptions
Remeasurements – experience gains
Benefits paid
Exchange differences on overseas schemes
2021
£m
13.5
2021
£m
15.1
0.4
0.3
–
(1.2)
(0.9)
(0.3)
0.1
13.5
2020
£m
15.1
2020
£m
14.1
0.4
0.4
(0.2)
1.7
(0.3)
(0.4)
(0.6)
15.1
Pension and medical benefits – risks and volatility
Through its defined benefit pension schemes and post-employment medical schemes, the Group is exposed to a number of risks, the most
significant of which are detailed below:
Asset volatility
The schemes’ liabilities are calculated using a discount rate set with reference to corporate bond yields; if scheme assets underperform this yield, a
deficit will be created. The schemes hold a significant proportion of equities, which are expected to outperform corporate bonds in the long term
while providing volatility and risk in the short term. As the schemes mature, the Group intends to reduce the level of investment risk by investing
more in assets that better match the liabilities. However, the Group and the pension trustees (Trustees) believe that due to the long term nature of
the scheme liabilities and the strength of the supporting Group, a level of continuing equity investment is an appropriate element of the Group’s long
term strategy to manage the schemes efficiently. See below for more details on the Group’s asset-liability matching strategy.
Changes in bond yields
A decrease in corporate bond yields will increase scheme liabilities, although this will be partially offset by an increase in the value of the schemes’
bond holdings.
Inflation risk
Some of the Group’s pension obligations are linked to inflation, and higher inflation will lead to higher liabilities. However, the level of inflationary
increases are usually capped to protect the scheme against extreme inflation. The majority of the schemes’ assets are either unaffected by inflation
in the case of fixed interest bonds or loosely correlated in the case of equities, meaning that an increase in inflation will thus increase the deficit. In
the US schemes, the pensions in payment are not linked to inflation, so this is a less material risk.
Life expectancy
The majority of the schemes’ obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase
in the schemes’ liabilities. This is particularly significant in the UK scheme, where inflationary increases result in higher sensitivity to changes in life
expectancy. In the case of the funded schemes, the Group ensures that the investment positions are managed within an asset-liability matching
(ALM) framework that has been developed to achieve long-term investments that are cognisant of the obligations under the pension schemes.
Within this framework, the Group’s ALM objective is to match a portion of assets to the pension obligations by investing in long-term fixed interest
securities with maturities that match the benefit payments as they fall due and in the appropriate currency. The Group and Trustees actively monitor
how the duration and the expected yield of the investments are matching the expected cash outflows arising from the pension obligations. The
Group has not changed the processes used to manage its risks from previous years.
Investments are well diversified, such that the failure of any single investment would not have a material impact on the overall level of assets. A
significant portion of assets in 2021 consists of equities and bonds, although the schemes also invest in property, cash and infrastructure funds.
The Group believes that equities offer the best returns over the long term with an acceptable level of risk. The UK scheme makes use of a portfolio
of derivative instruments to mitigate interest rate and inflation risk.
The latest triennial valuation of the UK scheme was completed as at 30 September 2020. As a result, no deficit funding payments to this scheme are
required prior to completion of the next triennial valuation (as at 30 September 2023). The funding review of our US scheme is undertaken annually.
As at 1 December 2020 the scheme was 142.8% funded.
142 Croda International Plc
142
Annual report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021
i
F
n
a
n
c
a
i
l
s
t
a
t
e
m
e
n
t
s
2021
2021
£m
£m
13.5
13.5
2021
2021
£m
£m
15.1
15.1
0.4
0.4
0.3
0.3
–
–
(1.2)
(1.2)
(0.9)
(0.9)
(0.3)
(0.3)
0.1
0.1
13.5
13.5
2020
2020
£m
£m
15.1
15.1
2020
2020
£m
£m
14.1
14.1
0.4
0.4
0.4
0.4
(0.2)
(0.2)
1.7
1.7
(0.3)
(0.3)
(0.4)
(0.4)
(0.6)
(0.6)
15.1
15.1
The Group operates an unfunded post-employment medical benefit scheme in the US. The method of accounting, significant assumptions and the
The Group operates an unfunded post-employment medical benefit scheme in the US. The method of accounting, significant assumptions and the
frequency of valuations are similar to those used for defined benefit pension schemes set out above with the addition of actuarial assumptions
frequency of valuations are similar to those used for defined benefit pension schemes set out above with the addition of actuarial assumptions
relating to the long-term increase in health care costs of 5.0% a year (2020: 5.0%).
relating to the long-term increase in health care costs of 5.0% a year (2020: 5.0%).
The amounts recognised in the balance sheet in respect of this scheme are as follows:
The amounts recognised in the balance sheet in respect of this scheme are as follows:
Financial statements (continued)
Financial statements (continued)
Notes to the Group Accounts (continued)
Notes to the Group Accounts (continued)
11. Post-retirement benefits continued
11. Post-retirement benefits continued
Post-employment medical benefits
Post-employment medical benefits
Present value of unfunded obligations
Present value of unfunded obligations
US scheme
US scheme
Opening balance
Opening balance
Current service cost
Current service cost
Interest cost
Interest cost
Remeasurements – change in demographic assumptions
Remeasurements – change in demographic assumptions
Remeasurements – change in financial assumptions
Remeasurements – change in financial assumptions
Remeasurements – experience gains
Remeasurements – experience gains
Benefits paid
Benefits paid
Exchange differences on overseas schemes
Exchange differences on overseas schemes
Pension and medical benefits – risks and volatility
Pension and medical benefits – risks and volatility
significant of which are detailed below:
significant of which are detailed below:
Asset volatility
Asset volatility
Movement in present value of retirement benefit obligations in the year:
Movement in present value of retirement benefit obligations in the year:
Changes in bond yields
Changes in bond yields
bond holdings.
bond holdings.
Inflation risk
Inflation risk
Life expectancy
Life expectancy
Through its defined benefit pension schemes and post-employment medical schemes, the Group is exposed to a number of risks, the most
Through its defined benefit pension schemes and post-employment medical schemes, the Group is exposed to a number of risks, the most
The schemes’ liabilities are calculated using a discount rate set with reference to corporate bond yields; if scheme assets underperform this yield, a
The schemes’ liabilities are calculated using a discount rate set with reference to corporate bond yields; if scheme assets underperform this yield, a
deficit will be created. The schemes hold a significant proportion of equities, which are expected to outperform corporate bonds in the long term
deficit will be created. The schemes hold a significant proportion of equities, which are expected to outperform corporate bonds in the long term
while providing volatility and risk in the short term. As the schemes mature, the Group intends to reduce the level of investment risk by investing
while providing volatility and risk in the short term. As the schemes mature, the Group intends to reduce the level of investment risk by investing
more in assets that better match the liabilities. However, the Group and the pension trustees (Trustees) believe that due to the long term nature of
more in assets that better match the liabilities. However, the Group and the pension trustees (Trustees) believe that due to the long term nature of
the scheme liabilities and the strength of the supporting Group, a level of continuing equity investment is an appropriate element of the Group’s long
the scheme liabilities and the strength of the supporting Group, a level of continuing equity investment is an appropriate element of the Group’s long
term strategy to manage the schemes efficiently. See below for more details on the Group’s asset-liability matching strategy.
term strategy to manage the schemes efficiently. See below for more details on the Group’s asset-liability matching strategy.
A decrease in corporate bond yields will increase scheme liabilities, although this will be partially offset by an increase in the value of the schemes’
A decrease in corporate bond yields will increase scheme liabilities, although this will be partially offset by an increase in the value of the schemes’
Some of the Group’s pension obligations are linked to inflation, and higher inflation will lead to higher liabilities. However, the level of inflationary
Some of the Group’s pension obligations are linked to inflation, and higher inflation will lead to higher liabilities. However, the level of inflationary
increases are usually capped to protect the scheme against extreme inflation. The majority of the schemes’ assets are either unaffected by inflation
increases are usually capped to protect the scheme against extreme inflation. The majority of the schemes’ assets are either unaffected by inflation
in the case of fixed interest bonds or loosely correlated in the case of equities, meaning that an increase in inflation will thus increase the deficit. In
in the case of fixed interest bonds or loosely correlated in the case of equities, meaning that an increase in inflation will thus increase the deficit. In
the US schemes, the pensions in payment are not linked to inflation, so this is a less material risk.
the US schemes, the pensions in payment are not linked to inflation, so this is a less material risk.
The majority of the schemes’ obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase
The majority of the schemes’ obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase
in the schemes’ liabilities. This is particularly significant in the UK scheme, where inflationary increases result in higher sensitivity to changes in life
in the schemes’ liabilities. This is particularly significant in the UK scheme, where inflationary increases result in higher sensitivity to changes in life
expectancy. In the case of the funded schemes, the Group ensures that the investment positions are managed within an asset-liability matching
expectancy. In the case of the funded schemes, the Group ensures that the investment positions are managed within an asset-liability matching
(ALM) framework that has been developed to achieve long-term investments that are cognisant of the obligations under the pension schemes.
(ALM) framework that has been developed to achieve long-term investments that are cognisant of the obligations under the pension schemes.
Within this framework, the Group’s ALM objective is to match a portion of assets to the pension obligations by investing in long-term fixed interest
Within this framework, the Group’s ALM objective is to match a portion of assets to the pension obligations by investing in long-term fixed interest
securities with maturities that match the benefit payments as they fall due and in the appropriate currency. The Group and Trustees actively monitor
securities with maturities that match the benefit payments as they fall due and in the appropriate currency. The Group and Trustees actively monitor
how the duration and the expected yield of the investments are matching the expected cash outflows arising from the pension obligations. The
how the duration and the expected yield of the investments are matching the expected cash outflows arising from the pension obligations. The
Group has not changed the processes used to manage its risks from previous years.
Group has not changed the processes used to manage its risks from previous years.
Investments are well diversified, such that the failure of any single investment would not have a material impact on the overall level of assets. A
Investments are well diversified, such that the failure of any single investment would not have a material impact on the overall level of assets. A
significant portion of assets in 2021 consists of equities and bonds, although the schemes also invest in property, cash and infrastructure funds.
significant portion of assets in 2021 consists of equities and bonds, although the schemes also invest in property, cash and infrastructure funds.
The Group believes that equities offer the best returns over the long term with an acceptable level of risk. The UK scheme makes use of a portfolio
The Group believes that equities offer the best returns over the long term with an acceptable level of risk. The UK scheme makes use of a portfolio
of derivative instruments to mitigate interest rate and inflation risk.
of derivative instruments to mitigate interest rate and inflation risk.
The latest triennial valuation of the UK scheme was completed as at 30 September 2020. As a result, no deficit funding payments to this scheme are
The latest triennial valuation of the UK scheme was completed as at 30 September 2020. As a result, no deficit funding payments to this scheme are
required prior to completion of the next triennial valuation (as at 30 September 2023). The funding review of our US scheme is undertaken annually.
required prior to completion of the next triennial valuation (as at 30 September 2023). The funding review of our US scheme is undertaken annually.
As at 1 December 2020 the scheme was 142.8% funded.
As at 1 December 2020 the scheme was 142.8% funded.
The expected distribution of the timing of discounted benefit payments is as follows:
Pension benefits
Post-employment medical benefits
Defined contribution schemes
Contributions paid charged to operating profit
12. Intangible assets
Cost
At 1 January 2020
Exchange differences
Additions
Acquisitions
Reclassifications
At 31 December 2020
At 1 January 2021
Exchange differences
Additions
Acquisitions
Disposals and write-offs
Reclassifications
At 31 December 2021
Accumulated amortisation
At 1 January 2020
Exchange differences
Charge for the year (note 3)
Reclassifications
At 31 December 2020
At 1 January 2021
Exchange differences
Charge for the year (note 3)
Disposals and write-offs
Reclassifications
At 31 December 2021
Net carrying amount
At 31 December 2021
At 31 December 2020
At 1 January 2020
Less than
a year
£m
40.4
0.5
40.9
Between
1–2 years
£m
40.7
0.5
41.2
Between
2–5 years
£m
133.5
1.6
135.1
Beyond
5 years
£m
1,104.1
10.9
1,115.0
Total
£m
1,318.7
13.5
1,332.2
2021
£m
7.8
2020
£m
6.1
Goodwill
£m
Software
£m
Technology
processes
£m
Customer
relationships
£m
Trade names
and brands
£m
Other
intangibles
£m
348.5
3.1
–
515.1
–
866.7
866.7
(34.7)
–
20.0
–
–
852.0
–
–
–
–
–
–
–
–
–
–
–
852.0
866.7
348.5
29.5
(0.1)
5.3
0.8
0.2
35.7
35.7
(0.7)
5.5
0.2
(4.0)
(0.3)
36.4
17.5
0.1
2.0
–
19.6
19.6
(0.8)
2.7
(0.9)
(0.2)
20.4
16.0
16.1
12.0
61.7
1.8
–
90.8
–
154.3
154.3
(7.6)
–
6.0
–
(0.1)
152.6
13.6
0.7
7.8
0.1
22.2
22.2
(1.6)
15.8
–
–
36.4
36.1
(1.0)
–
183.5
–
218.6
218.6
(10.2)
–
18.0
–
–
226.4
6.4
0.1
4.4
–
10.9
10.9
(0.7)
12.9
–
–
23.1
116.2
132.1
48.1
203.3
207.7
29.7
6.8
(0.3)
0.1
82.8
–
89.4
89.4
(4.5)
–
4.2
–
–
89.1
1.3
0.1
1.2
–
2.6
2.6
(0.1)
5.0
–
–
7.5
81.6
86.8
5.5
2.9
(0.2)
0.9
0.3
–
3.9
3.9
(0.1)
0.2
–
–
0.9
4.9
1.4
–
0.3
(0.1)
1.6
1.6
–
0.6
–
0.2
2.4
2.5
2.3
1.5
Total
£m
485.5
3.3
6.3
873.3
0.2
1,368.6
1,368.6
(57.8)
5.7
48.4
(4.0)
0.5
1,361.4
40.2
1.0
15.7
–
56.9
56.9
(3.2)
37.0
(0.9)
–
89.8
1,271.6
1,311.7
445.3
Intangible asset amortisation is recorded in operating costs within the income statement on page 120.
142 Croda International Plc
142 Croda International Plc
Annual report and Accounts 2021
Annual report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021
142
Croda International Plc
Croda International Plc
Annual report and Accounts 2021 143
Annual Report and Accounts 2021 143
Financial statements (continued)
Notes to the Group Accounts (continued)
12. Intangible assets continued
Impairment testing for CGUs containing goodwill
The Group’s goodwill balance predominantly relates to the value of commercial and other synergies arising from the combination of acquired
businesses with Croda’s established global sales, marketing and R&D networks. This goodwill is allocated to the Group’s Cash Generating Units
(CGUs) expected to benefit from that combination based on the smallest identifiable group of assets that generate independent cash inflows.
As discussed in the accounting policies note on page 127, goodwill is tested at each year end for impairment with reference to the relevant CGU's
recoverable amount compared to the unit's carrying value including goodwill. Assets are grouped at the lowest level for which there are separately
identifiable cash flows relevant to the acquisition generating the goodwill. The recoverable amount is based on the higher of fair value less cost to sell
and value in use calculations using discounted cash flow projections with the following key assumptions:
• Terminal value growth rates – set for each CGU with reference to the long-term growth rate for the market and territory in which the CGU operates
• Discount rate – set using a weighted average cost of capital adjusted for the specific risk profile of each CGU
• Cash flow projections – based on key assumptions including revenue growth, operating margins and forecast period.
The carrying amount of goodwill is allocated to CGUs as follows:
Consumer Care
Life Sciences
Performance Technologies
Industrial Chemicals
Standalone
CGUs
£m
385.4
151.2
24.3
6.6
567.5
Allocated
goodwill
£m
210.6
69.5
4.4
–
284.5
2021
Total
£m
596.0
220.7
28.7
6.6
852.0
Standalone
CGUs
£m
390.4
156.6
24.3
6.4
577.7
Allocated
goodwill
£m
214.7
69.8
4.5
–
289.0
2020
Total
£m
605.1
226.4
28.8
6.4
866.7
The allocated goodwill primarily relates to £59m (2020: £63m) associated with the 2020 acquisition of Iberchem as it relates to revenue synergies
with Croda’s existing Consumer Care business and £192m (2020: £192m) associated with the 2006 acquisition of Uniqema (with all other balances
individually less than £10m). Due to the geographical and operational scale of the Uniqema acquisition, this goodwill balance is tested for impairment
at an operating segment level. Standalone CGUs operate independently of the Group’s core regional operating assets, are capable of generating
largely independent cash inflows and are therefore annually tested separately for impairment.
For impairment testing performed at an operating segment level, cash flow projections are based on the Group's current year results and a growth
rate of 3% (an appropriate view based on past experience reflecting the market and territories in which the Group operates), discounted using a
weighted average cost of capital, which for these purposes has been calculated to be approximately 8.5% pre-tax (2020: 8.3%). No reasonably
possible changes in key assumptions would cause the recoverable amount of the operating segments to be less than their carrying value. Based on
the testing performed, no impairment has been recognised for the year ended 31 December 2021.
Standalone CGUs
The carrying amount of goodwill is allocated to Standalone CGUs as follows:
2021
£m
67.6
24.6
22.1
6.5
2.3
59.0
242.2
123.6
6.3
13.3
567.5
2020
£m
72.1
26.2
21.3
7.0
2.4
58.3
258.5
131.9
–
–
577.7
Incotec
Biosector
Sipo
Ionphase
Rewitec
Avanti
Iberchem – Fragrances
Iberchem – Flavours
Alban Muller
Parfex
144 Croda International Plc
144
Annual report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021
i
F
n
a
n
c
a
i
l
s
t
a
t
e
m
e
n
t
s
Financial statements (continued)
Financial statements (continued)
Notes to the Group Accounts (continued)
Notes to the Group Accounts (continued)
12. Intangible assets continued
12. Intangible assets continued
Impairment testing for CGUs containing goodwill
Impairment testing for CGUs containing goodwill
The Group’s goodwill balance predominantly relates to the value of commercial and other synergies arising from the combination of acquired
The Group’s goodwill balance predominantly relates to the value of commercial and other synergies arising from the combination of acquired
businesses with Croda’s established global sales, marketing and R&D networks. This goodwill is allocated to the Group’s Cash Generating Units
businesses with Croda’s established global sales, marketing and R&D networks. This goodwill is allocated to the Group’s Cash Generating Units
(CGUs) expected to benefit from that combination based on the smallest identifiable group of assets that generate independent cash inflows.
(CGUs) expected to benefit from that combination based on the smallest identifiable group of assets that generate independent cash inflows.
As discussed in the accounting policies note on page 127, goodwill is tested at each year end for impairment with reference to the relevant CGU's
As discussed in the accounting policies note on page 127, goodwill is tested at each year end for impairment with reference to the relevant CGU's
recoverable amount compared to the unit's carrying value including goodwill. Assets are grouped at the lowest level for which there are separately
recoverable amount compared to the unit's carrying value including goodwill. Assets are grouped at the lowest level for which there are separately
identifiable cash flows relevant to the acquisition generating the goodwill. The recoverable amount is based on the higher of fair value less cost to sell
identifiable cash flows relevant to the acquisition generating the goodwill. The recoverable amount is based on the higher of fair value less cost to sell
and value in use calculations using discounted cash flow projections with the following key assumptions:
and value in use calculations using discounted cash flow projections with the following key assumptions:
• Terminal value growth rates – set for each CGU with reference to the long-term growth rate for the market and territory in which the CGU operates
• Terminal value growth rates – set for each CGU with reference to the long-term growth rate for the market and territory in which the CGU operates
• Discount rate – set using a weighted average cost of capital adjusted for the specific risk profile of each CGU
• Discount rate – set using a weighted average cost of capital adjusted for the specific risk profile of each CGU
• Cash flow projections – based on key assumptions including revenue growth, operating margins and forecast period.
• Cash flow projections – based on key assumptions including revenue growth, operating margins and forecast period.
The carrying amount of goodwill is allocated to CGUs as follows:
The carrying amount of goodwill is allocated to CGUs as follows:
Standalone
Standalone
Allocated
Allocated
CGUs
CGUs
goodwill
goodwill
Standalone
Standalone
2021
2021
Total
Total
£m
£m
596.0
596.0
220.7
220.7
28.7
28.7
6.6
6.6
Allocated
Allocated
goodwill
goodwill
£m
£m
214.7
214.7
69.8
69.8
4.5
4.5
–
–
CGUs
CGUs
£m
£m
390.4
390.4
156.6
156.6
24.3
24.3
6.4
6.4
577.7
577.7
2020
2020
Total
Total
£m
£m
605.1
605.1
226.4
226.4
28.8
28.8
6.4
6.4
284.5
284.5
852.0
852.0
289.0
289.0
866.7
866.7
£m
£m
385.4
385.4
151.2
151.2
24.3
24.3
6.6
6.6
567.5
567.5
£m
£m
210.6
210.6
69.5
69.5
4.4
4.4
–
–
The allocated goodwill primarily relates to £59m (2020: £63m) associated with the 2020 acquisition of Iberchem as it relates to revenue synergies
The allocated goodwill primarily relates to £59m (2020: £63m) associated with the 2020 acquisition of Iberchem as it relates to revenue synergies
with Croda’s existing Consumer Care business and £192m (2020: £192m) associated with the 2006 acquisition of Uniqema (with all other balances
with Croda’s existing Consumer Care business and £192m (2020: £192m) associated with the 2006 acquisition of Uniqema (with all other balances
individually less than £10m). Due to the geographical and operational scale of the Uniqema acquisition, this goodwill balance is tested for impairment
individually less than £10m). Due to the geographical and operational scale of the Uniqema acquisition, this goodwill balance is tested for impairment
at an operating segment level. Standalone CGUs operate independently of the Group’s core regional operating assets, are capable of generating
at an operating segment level. Standalone CGUs operate independently of the Group’s core regional operating assets, are capable of generating
largely independent cash inflows and are therefore annually tested separately for impairment.
largely independent cash inflows and are therefore annually tested separately for impairment.
For impairment testing performed at an operating segment level, cash flow projections are based on the Group's current year results and a growth
For impairment testing performed at an operating segment level, cash flow projections are based on the Group's current year results and a growth
rate of 3% (an appropriate view based on past experience reflecting the market and territories in which the Group operates), discounted using a
rate of 3% (an appropriate view based on past experience reflecting the market and territories in which the Group operates), discounted using a
weighted average cost of capital, which for these purposes has been calculated to be approximately 8.5% pre-tax (2020: 8.3%). No reasonably
weighted average cost of capital, which for these purposes has been calculated to be approximately 8.5% pre-tax (2020: 8.3%). No reasonably
possible changes in key assumptions would cause the recoverable amount of the operating segments to be less than their carrying value. Based on
possible changes in key assumptions would cause the recoverable amount of the operating segments to be less than their carrying value. Based on
the testing performed, no impairment has been recognised for the year ended 31 December 2021.
the testing performed, no impairment has been recognised for the year ended 31 December 2021.
Standalone CGUs
Standalone CGUs
The carrying amount of goodwill is allocated to Standalone CGUs as follows:
The carrying amount of goodwill is allocated to Standalone CGUs as follows:
Consumer Care
Consumer Care
Life Sciences
Life Sciences
Performance Technologies
Performance Technologies
Industrial Chemicals
Industrial Chemicals
Incotec
Incotec
Biosector
Biosector
Sipo
Sipo
Ionphase
Ionphase
Rewitec
Rewitec
Avanti
Avanti
Iberchem – Fragrances
Iberchem – Fragrances
Iberchem – Flavours
Iberchem – Flavours
Alban Muller
Alban Muller
Parfex
Parfex
2021
2021
£m
£m
67.6
67.6
24.6
24.6
22.1
22.1
6.5
6.5
2.3
2.3
59.0
59.0
242.2
242.2
123.6
123.6
6.3
6.3
13.3
13.3
567.5
567.5
2020
2020
£m
£m
72.1
72.1
26.2
26.2
21.3
21.3
7.0
7.0
2.4
2.4
58.3
58.3
258.5
258.5
131.9
131.9
–
–
–
–
577.7
577.7
For impairment testing performed at a Standalone CGU level, the recoverable amount for Sipo, Ionphase and Rewitec CGUs was based on fair value
less cost to sell as they form part of the Performance Technologies and Industrial Chemicals business disposal. For other Standalone CGUs the
recoverable amount was based on value in use calculations. Incotec and Avanti cash flow projections have been based on specific estimates for five
years, with Biosector and Iberchem CGUs using 10-year projections to better reflect the industry and territory in which they operate and the period
through to when they are expected to reach a steady state of operation. Unless otherwise stated, these cash flow projections assume an
appropriate view of past experience, specifically that the market share will not change significantly and that gross and operating margins will remain
broadly constant. The terminal value growth rates and discount rates applied in these CGU level calculations are set out below:
Incotec
Biosector
Avanti
Iberchem – Fragrances
Iberchem – Flavours
Terminal value
growth rate
2020
3.0%
3.0%
n/a
n/a
n/a
2021
3.0%
3.0%
3.0%
3.0%
3.0%
Pre-tax
discount rate
2020
8.5%
11.0%
n/a
n/a
n/a
2021
8.9%
11.9%
11.0%
10.5%
10.4%
Based on the annual impairment testing performed, no impairment has been recognised for the year ended 31 December 2021, and all Standalone
CGUs remain on track to perform to our long-term expectations. In forming this conclusion, the Directors have reviewed sensitivity analysis which
considered all reasonably possible downsides on key assumptions, both individually and in combination, and considered whether these would give
rise to an impairment. This analysis concluded that no reasonably possible changes in key assumptions would cause the recoverable amount of the
Standalone CGUs to be less than the carrying value, other than for the Iberchem CGUs.
For the Iberchem CGUs, the assumptions underpinning the cash flow projections used in the value in use calculation reflect delivery of the
acquisition business plan, which the business remains on track to achieve in the medium to long term. These projections use an appropriate view of
past experience, specifically that operating margins will improve and sales growth targets will be achieved resulting in approximately 10% compound
average growth rates ('CAGR') at a sales level and operating profit level over the period. The estimated recoverable amount of the CGUs exceeded
their carrying value by approximately £27m (Fragrances: £17m, Flavours: £10m) and therefore the Directors concluded that no impairment was
required; however, the calculations are sensitive to changes in key assumptions. The key assumptions considered by the Directors, where a
reasonably possible change could give rise to an impairment, were the projection period operating profit CAGR, terminal value growth rate and
discount rate. If the Fragrances/Flavours operating profit CAGR assumptions were reduced by 0.4%/0.6% or the pre-tax discount rates increased
by 0.2%/0.3%, then the CGUs' recoverable amount would be reduced to a level comparable with the carrying value. A 1% decrease in the terminal
value growth rate, which, although not management's current expectation, is considered to be reasonably possible, would lead to an impairment
charge of £45m (Fragrances: £32m, Flavours: £13m).
Goodwill arising in the year was assessed for impairment with reference to the consideration paid and no impairment has been recognised. This
goodwill will be subject to the same annual review process commencing the year after initial recognition. Parfex goodwill will be tested alongside the
Iberchem – Fragrances CGU in line with the level at which goodwill is monitored.
144 Croda International Plc
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144
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Annual report and Accounts 2021 145
Annual Report and Accounts 2021 145
Land and
buildings
£m
Plant and
equipment
£m
198.6
(0.6)
20.2
32.5
(0.1)
6.3
256.9
256.9
(6.9)
40.2
9.9
(0.6)
(2.6)
296.9
76.0
0.5
6.9
(0.1)
(0.1)
0.7
83.9
83.9
(3.1)
8.5
(0.6)
(0.9)
87.8
209.1
173.0
122.6
1,107.8
(11.5)
94.8
18.4
(3.3)
(6.5)
1,199.7
1,199.7
(24.6)
112.8
3.1
(8.8)
2.1
1,284.3
425.2
0.5
48.6
(2.9)
0.1
0.4
471.9
471.9
(16.0)
54.6
(6.1)
0.9
505.3
779.0
727.8
682.6
2021
£m
42.8
178.6
221.4
Total
£m
1,306.4
(12.1)
115.0
50.9
(3.4)
(0.2)
1,456.6
1,456.6
(31.5)
153.0
13.0
(9.4)
(0.5)
1,581.2
501.2
1.0
55.5
(3.0)
–
1.1
555.8
555.8
(19.1)
63.1
(6.7)
–
593.1
988.1
900.8
805.2
2020
£m
16.9
153.7
170.6
Financial statements (continued)
Notes to the Group Accounts (continued)
13. Property, plant and equipment
Cost
At 1 January 2020
Exchange differences
Additions
Acquisitions
Other disposals and write-offs
Reclassifications to intangible assets
At 31 December 2020
At 1 January 2021
Exchange differences
Additions
Acquisitions
Other disposals and write-offs
Reclassifications to intangible assets
At 31 December 2021
Accumulated depreciation and impairment losses
At 1 January 2020
Exchange differences
Charge for the year (note 3)
Other disposals and write-offs
Reclassifications
Impairments
At 31 December 2020
At 1 January 2021
Exchange differences
Charge for the year (note 3)
Other disposals and write-offs
Reclassifications
At 31 December 2021
Net book amount
At 31 December 2021
At 31 December 2020
At 1 January 2020
The value of assets under construction not yet subject to depreciation at 31 December was as follows:
Assets under construction
Land and buildings
Plant and equipment
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i
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n
a
n
c
a
i
l
s
t
a
t
e
m
e
n
t
s
Financial statements (continued)
Financial statements (continued)
Notes to the Group Accounts (continued)
Notes to the Group Accounts (continued)
13. Property, plant and equipment
13. Property, plant and equipment
Accumulated depreciation and impairment losses
Accumulated depreciation and impairment losses
Cost
Cost
At 1 January 2020
At 1 January 2020
Exchange differences
Exchange differences
Additions
Additions
Acquisitions
Acquisitions
Other disposals and write-offs
Other disposals and write-offs
Reclassifications to intangible assets
Reclassifications to intangible assets
At 31 December 2020
At 31 December 2020
At 1 January 2021
At 1 January 2021
Exchange differences
Exchange differences
Additions
Additions
Acquisitions
Acquisitions
Other disposals and write-offs
Other disposals and write-offs
Reclassifications to intangible assets
Reclassifications to intangible assets
At 31 December 2021
At 31 December 2021
At 1 January 2020
At 1 January 2020
Exchange differences
Exchange differences
Charge for the year (note 3)
Charge for the year (note 3)
Other disposals and write-offs
Other disposals and write-offs
Reclassifications
Reclassifications
Impairments
Impairments
At 31 December 2020
At 31 December 2020
At 1 January 2021
At 1 January 2021
Exchange differences
Exchange differences
Charge for the year (note 3)
Charge for the year (note 3)
Other disposals and write-offs
Other disposals and write-offs
Reclassifications
Reclassifications
At 31 December 2021
At 31 December 2021
Net book amount
Net book amount
At 31 December 2021
At 31 December 2021
At 31 December 2020
At 31 December 2020
At 1 January 2020
At 1 January 2020
Assets under construction
Assets under construction
Land and buildings
Land and buildings
Plant and equipment
Plant and equipment
The value of assets under construction not yet subject to depreciation at 31 December was as follows:
The value of assets under construction not yet subject to depreciation at 31 December was as follows:
Land and
Land and
buildings
buildings
£m
£m
Plant and
Plant and
equipment
equipment
£m
£m
198.6
198.6
1,107.8
1,107.8
1,306.4
1,306.4
256.9
256.9
1,199.7
1,199.7
1,456.6
1,456.6
256.9
256.9
1,199.7
1,199.7
1,456.6
1,456.6
296.9
296.9
1,284.3
1,284.3
1,581.2
1,581.2
425.2
425.2
501.2
501.2
471.9
471.9
555.8
555.8
(0.6)
(0.6)
20.2
20.2
32.5
32.5
(0.1)
(0.1)
6.3
6.3
(6.9)
(6.9)
40.2
40.2
9.9
9.9
(0.6)
(0.6)
(2.6)
(2.6)
76.0
76.0
0.5
0.5
6.9
6.9
(0.1)
(0.1)
(0.1)
(0.1)
0.7
0.7
83.9
83.9
83.9
83.9
(3.1)
(3.1)
8.5
8.5
(0.6)
(0.6)
(0.9)
(0.9)
87.8
87.8
209.1
209.1
173.0
173.0
122.6
122.6
(11.5)
(11.5)
94.8
94.8
18.4
18.4
(3.3)
(3.3)
(6.5)
(6.5)
(24.6)
(24.6)
112.8
112.8
3.1
3.1
(8.8)
(8.8)
2.1
2.1
0.5
0.5
48.6
48.6
(2.9)
(2.9)
0.1
0.1
0.4
0.4
471.9
471.9
(16.0)
(16.0)
54.6
54.6
(6.1)
(6.1)
0.9
0.9
505.3
505.3
779.0
779.0
727.8
727.8
682.6
682.6
2021
2021
£m
£m
42.8
42.8
178.6
178.6
221.4
221.4
Total
Total
£m
£m
(12.1)
(12.1)
115.0
115.0
50.9
50.9
(3.4)
(3.4)
(0.2)
(0.2)
(31.5)
(31.5)
153.0
153.0
13.0
13.0
(9.4)
(9.4)
(0.5)
(0.5)
1.0
1.0
55.5
55.5
(3.0)
(3.0)
–
–
1.1
1.1
555.8
555.8
(19.1)
(19.1)
63.1
63.1
(6.7)
(6.7)
–
–
593.1
593.1
988.1
988.1
900.8
900.8
805.2
805.2
2020
2020
£m
£m
16.9
16.9
153.7
153.7
170.6
170.6
14. Leases
Right of use assets
Cost
At 1 January 2020
Exchange differences
Additions
Remeasurements
Acquisitions
Other disposals and write-offs
At 31 December 2020
At 1 January 2021
Exchange differences
Additions
Remeasurements
Acquisitions
Other disposals and write-offs
At 31 December 2021
Accumulated depreciation and impairment losses
At 1 January 2020
Exchange differences
Charge for the year (note 3)
Other disposals and write-offs
Impairments
At 31 December 2020
At 1 January 2021
Exchange differences
Charge for the year (note 3)
Other disposals and write-offs
At 31 December 2021
Net book amount
At 31 December 2021
At 31 December 2020
At 1 January 2020
Lease liabilities
Lease liabilities included in the Group balance sheet
Current
Non-current
Land and
buildings
£m
Plant and
equipment
£m
48.4
(2.0)
42.6
0.2
2.4
(0.5)
91.1
91.1
(0.9)
10.1
3.4
0.8
(2.8)
101.7
9.1
(0.5)
9.0
(0.4)
0.3
17.5
17.5
(0.2)
10.9
(2.3)
25.9
75.8
73.6
39.3
9.3
(0.3)
1.2
0.2
0.1
(0.5)
10.0
10.0
(0.4)
7.6
0.1
0.5
(0.6)
17.2
2.4
(0.1)
1.6
(0.4)
–
3.5
3.5
(0.2)
2.3
(0.5)
5.1
12.1
6.5
6.9
2021
£m
12.2
78.3
90.5
Total
£m
57.7
(2.3)
43.8
0.4
2.5
(1.0)
101.1
101.1
(1.3)
17.7
3.5
1.3
(3.4)
118.9
11.5
(0.6)
10.6
(0.8)
0.3
21.0
21.0
(0.4)
13.2
(2.8)
31.0
87.9
80.1
46.2
2020
£m
10.7
71.0
81.7
A maturity analysis of contractual undiscounted cash flows relating to lease liabilities is presented within note 20.
In addition to the lease liabilities recognised at 31 December 2021 the Group has committed to new lease contracts, commencing in 2022, with a
total discounted value of £0.8m.
146 Croda International Plc
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Annual report and Accounts 2021 147
Annual Report and Accounts 2021 147
Financial statements (continued)
Notes to the Group Accounts (continued)
14. Leases continued
Amounts recognised in the Group income statement
Interest on lease liabilities
Expenses relating to short-term leases
Expenses relating to low value leases, excluding short-term leases of low value assets
Expenses relating to variable lease components
Depreciation of right of use assets
Impairment of right of use assets
Profit on disposal of right of use assets
Total cash outflow for leases
Payment of lease liabilities
Payment of short-term, low value and variable lease components
15. Future commitments
Group capital projects
At 31 December the Directors had authorised the following expenditure on capital projects:
Contracted, but not provided for
Property, plant and equipment
Intangible assets
Authorised, but not contracted for
Property, plant and equipment
Intangible assets
16. Investments
The amounts recognised in the balance sheet are as follows:
Associate
Other investments
2021
£m
2.2
0.3
0.6
0.5
13.2
–
(0.1)
16.7
2021
£m
14.4
1.4
15.8
2021
£m
19.3
0.8
106.4
3.7
130.2
2021
£m
–
3.3
3.3
2020
£m
1.5
0.5
0.1
0.4
10.6
0.3
(0.1)
13.3
2020
£m
7.6
1.0
8.6
2020
£m
41.1
1.8
72.3
3.6
118.8
2020
£m
1.8
3.4
5.2
During the year, the Group impaired the carrying value of its minority shareholding in Cutitronics Limited resulting in a charge to the income
statement of £1.1m. There have been no material changes in other investments during the year. All assets recognised as other investments on the
Group balance sheet are non-quoted equity securities measured at fair value.
The amounts recognised within administrative expenses in the income statement are as follows:
Share of loss of associate
Impairment of associate
2021
£m
0.7
1.1
1.8
2020
£m
1.1
–
1.1
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a
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m
e
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s
Financial statements (continued)
Financial statements (continued)
Notes to the Group Accounts (continued)
Notes to the Group Accounts (continued)
14. Leases continued
14. Leases continued
Amounts recognised in the Group income statement
Amounts recognised in the Group income statement
Interest on lease liabilities
Interest on lease liabilities
Expenses relating to short-term leases
Expenses relating to short-term leases
Expenses relating to variable lease components
Expenses relating to variable lease components
Depreciation of right of use assets
Depreciation of right of use assets
Impairment of right of use assets
Impairment of right of use assets
Profit on disposal of right of use assets
Profit on disposal of right of use assets
Total cash outflow for leases
Total cash outflow for leases
Payment of lease liabilities
Payment of lease liabilities
Payment of short-term, low value and variable lease components
Payment of short-term, low value and variable lease components
Expenses relating to low value leases, excluding short-term leases of low value assets
Expenses relating to low value leases, excluding short-term leases of low value assets
At 31 December the Directors had authorised the following expenditure on capital projects:
At 31 December the Directors had authorised the following expenditure on capital projects:
15. Future commitments
15. Future commitments
Group capital projects
Group capital projects
Contracted, but not provided for
Contracted, but not provided for
Property, plant and equipment
Property, plant and equipment
Intangible assets
Intangible assets
Authorised, but not contracted for
Authorised, but not contracted for
Property, plant and equipment
Property, plant and equipment
Intangible assets
Intangible assets
16. Investments
16. Investments
The amounts recognised in the balance sheet are as follows:
The amounts recognised in the balance sheet are as follows:
Associate
Associate
Other investments
Other investments
During the year, the Group impaired the carrying value of its minority shareholding in Cutitronics Limited resulting in a charge to the income
During the year, the Group impaired the carrying value of its minority shareholding in Cutitronics Limited resulting in a charge to the income
statement of £1.1m. There have been no material changes in other investments during the year. All assets recognised as other investments on the
statement of £1.1m. There have been no material changes in other investments during the year. All assets recognised as other investments on the
Group balance sheet are non-quoted equity securities measured at fair value.
Group balance sheet are non-quoted equity securities measured at fair value.
The amounts recognised within administrative expenses in the income statement are as follows:
The amounts recognised within administrative expenses in the income statement are as follows:
Share of loss of associate
Share of loss of associate
Impairment of associate
Impairment of associate
2021
2021
2020
2020
17. Inventories
Raw materials
Work in progress
Finished goods
The Group consumed £950.7m (2020: £758.2m) of inventories during the year.
18. Trade and other receivables
Amounts falling due within one year
Trade receivables
Less: provision for impairment of receivables
Trade receivables – net
Other receivables
Prepayments
The ageing of the Group’s year end overdue receivables against which no provision has been made is as follows:
Not impaired
Less than three months
Three to six months
Over six months
2021
£m
121.8
56.0
265.2
443.0
2021
£m
280.3
(2.9)
277.4
45.9
14.6
337.9
2021
£m
39.1
6.3
1.1
46.5
2020
£m
63.9
39.8
198.9
302.6
2020
£m
241.0
(2.5)
238.5
41.6
9.8
289.9
2020
£m
29.5
5.2
4.4
39.1
The provision for impairment of receivables principally relates to customers in unexpectedly difficult economic circumstances. The overdue receivables
against which no provision has been made relate to a number of customers for whom there is no recent history of default, nor any other indication that
settlement will not be forthcoming. The other classes within trade and other receivables do not contain impaired assets and are considered to be fully
recoverable. Overall, the impact from COVID-19 on the Group's provision for impairment of trade receivables has been immaterial.
The carrying amounts of the Group’s receivables are denominated in the following currencies:
Sterling
US Dollar
Euro
Other
Movements on the Group’s provision for impairment of trade receivables are as follows:
At 1 January
Charged to income statement
Net write-off of uncollectible receivables
At 31 December
Amounts charged to the income statement are included within administrative expenses.
2021
£m
17.2
112.0
106.4
102.3
337.9
2021
£m
2.5
0.4
–
2.9
2020
£m
11.9
75.5
105.4
97.1
289.9
2020
£m
2.2
0.5
(0.2)
2.5
£m
£m
2.2
2.2
0.3
0.3
0.6
0.6
0.5
0.5
13.2
13.2
–
–
(0.1)
(0.1)
16.7
16.7
2021
2021
£m
£m
14.4
14.4
1.4
1.4
15.8
15.8
2021
2021
£m
£m
19.3
19.3
0.8
0.8
106.4
106.4
3.7
3.7
130.2
130.2
2021
2021
£m
£m
–
–
3.3
3.3
3.3
3.3
2021
2021
£m
£m
0.7
0.7
1.1
1.1
1.8
1.8
£m
£m
1.5
1.5
0.5
0.5
0.1
0.1
0.4
0.4
10.6
10.6
0.3
0.3
(0.1)
(0.1)
13.3
13.3
2020
2020
£m
£m
7.6
7.6
1.0
1.0
8.6
8.6
2020
2020
£m
£m
41.1
41.1
1.8
1.8
72.3
72.3
3.6
3.6
118.8
118.8
2020
2020
£m
£m
1.8
1.8
3.4
3.4
5.2
5.2
2020
2020
£m
£m
1.1
1.1
–
–
1.1
1.1
148 Croda International Plc
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Croda International Plc
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Croda International Plc
Croda International Plc
Annual report and Accounts 2021 149
Annual Report and Accounts 2021 149
Financial statements (continued)
Notes to the Group Accounts (continued)
19. Trade and other payables
Trade payables
Taxation and social security
Other payables
Accruals and deferred income
Contingent consideration
2021
£m
133.2
15.7
62.8
132.5
26.1
370.3
2020
£m
97.8
10.3
37.6
83.8
38.1
267.6
All trade payables are payable within one year. Included in the above are balances payable after one year of £8.5m (2020: £26.1m) contingent
consideration and £3.8m (2020: £1.0m) other payables. During the period, contingent consideration has decreased by £6.2m due to fair value
movements and £9.2m due to payments, increasing by £3.3m for the unwind of discounting and £0.1m for foreign exchange. Fair value movements
in the year reflect the latest estimate of future revenue forecasts for applicable products. As at 31 December 2021, the undiscounted fair value of
contingent consideration in respect of the Avanti acquisition was £26.9m, capped at a maximum remaining amount of £35.2m.
20. Borrowings, other financial liabilities and other financial assets
This note should be read in conjunction with the further liquidity disclosures in our accounting policies note and the Finance Review on pages 46 to 49.
Assets
Non-current assets – Investments
Current assets – Trade and other receivables (excluding prepayments)
Current liabilities
Trade and other payables (excluding taxation, social security, contingent consideration, accruals and deferred income)
US$200m 3 year term loan due 2023
Unsecured bank loans and overdrafts due within one year or on demand
Other loans
Lease liabilities
Non-current liabilities
2019 Club facility due 2026
US$200m 3 year term loan due 2023
US$100m 3.75% fixed rate 10 year note
€30m 1.08% fixed rate 7 year note
€70m 1.43% fixed rate 10 year note
£30m 2.54% fixed rate 7 year note
£70m 2.80% fixed rate 10 year note
€50m 1.18% fixed rate 8 year note
£65m 2.46% fixed rate 8 year note
US$60m 3.70% fixed rate 10 year note
Other secured bank loans
Other unsecured bank loans
Lease liabilities
2021
£m
3.3
323.3
326.6
192.2
14.5
21.9
14.5
12.2
255.3
262.2
110.9
74.1
25.2
58.7
30.0
70.0
41.9
65.0
44.5
9.8
2.3
78.3
872.9
2020
£m
5.2
280.1
285.3
134.4
7.0
30.8
11.3
10.7
194.2
218.1
138.5
73.2
26.9
62.7
30.0
70.0
44.8
65.0
43.9
1.8
1.3
71.0
847.2
During October 2021, the Group extended the existing 2019 Club facility by a further year, resetting its five-year term and resulting in a maturity date
of October 2026. Interest is charged on this agreement at a floating rate based on ICE GBP LIBOR, ICE LIBOR or EURIBOR, depending upon the
drawdown currency, plus a variable margin. Due to the cessation of ICE GBP LIBOR at the end of 2021, the Group updated the existing 2019 Club
facility to include SONIA (Risk Free Rate) for GBP based borrowings. Until 31 December 2021, GBP borrowings were drawn using ICE GBP LIBOR.
In July 2020 the Group arranged a three-year amortising Term Loan for US$200m. Interest is charged on this agreement at a floating rate based on
ICE LIBOR plus a variable margin. The margin the Group pays on this borrowing over and above standard rates is determined by the Group's net
debt to EBITDA ratio.
150 Croda International Plc
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All trade payables are payable within one year. Included in the above are balances payable after one year of £8.5m (2020: £26.1m) contingent
All trade payables are payable within one year. Included in the above are balances payable after one year of £8.5m (2020: £26.1m) contingent
consideration and £3.8m (2020: £1.0m) other payables. During the period, contingent consideration has decreased by £6.2m due to fair value
consideration and £3.8m (2020: £1.0m) other payables. During the period, contingent consideration has decreased by £6.2m due to fair value
movements and £9.2m due to payments, increasing by £3.3m for the unwind of discounting and £0.1m for foreign exchange. Fair value movements
movements and £9.2m due to payments, increasing by £3.3m for the unwind of discounting and £0.1m for foreign exchange. Fair value movements
in the year reflect the latest estimate of future revenue forecasts for applicable products. As at 31 December 2021, the undiscounted fair value of
in the year reflect the latest estimate of future revenue forecasts for applicable products. As at 31 December 2021, the undiscounted fair value of
contingent consideration in respect of the Avanti acquisition was £26.9m, capped at a maximum remaining amount of £35.2m.
contingent consideration in respect of the Avanti acquisition was £26.9m, capped at a maximum remaining amount of £35.2m.
20. Borrowings, other financial liabilities and other financial assets
20. Borrowings, other financial liabilities and other financial assets
This note should be read in conjunction with the further liquidity disclosures in our accounting policies note and the Finance Review on pages 46 to 49.
This note should be read in conjunction with the further liquidity disclosures in our accounting policies note and the Finance Review on pages 46 to 49.
Assets
Assets
Non-current assets – Investments
Non-current assets – Investments
Current assets – Trade and other receivables (excluding prepayments)
Current assets – Trade and other receivables (excluding prepayments)
Trade and other payables (excluding taxation, social security, contingent consideration, accruals and deferred income)
Trade and other payables (excluding taxation, social security, contingent consideration, accruals and deferred income)
192.2
192.2
134.4
134.4
US$200m 3 year term loan due 2023
US$200m 3 year term loan due 2023
Unsecured bank loans and overdrafts due within one year or on demand
Unsecured bank loans and overdrafts due within one year or on demand
Financial statements (continued)
Financial statements (continued)
Notes to the Group Accounts (continued)
Notes to the Group Accounts (continued)
19. Trade and other payables
19. Trade and other payables
Trade payables
Trade payables
Taxation and social security
Taxation and social security
Other payables
Other payables
Accruals and deferred income
Accruals and deferred income
Contingent consideration
Contingent consideration
Current liabilities
Current liabilities
Other loans
Other loans
Lease liabilities
Lease liabilities
Non-current liabilities
Non-current liabilities
2019 Club facility due 2026
2019 Club facility due 2026
US$200m 3 year term loan due 2023
US$200m 3 year term loan due 2023
US$100m 3.75% fixed rate 10 year note
US$100m 3.75% fixed rate 10 year note
€30m 1.08% fixed rate 7 year note
€30m 1.08% fixed rate 7 year note
€70m 1.43% fixed rate 10 year note
€70m 1.43% fixed rate 10 year note
£30m 2.54% fixed rate 7 year note
£30m 2.54% fixed rate 7 year note
£70m 2.80% fixed rate 10 year note
£70m 2.80% fixed rate 10 year note
€50m 1.18% fixed rate 8 year note
€50m 1.18% fixed rate 8 year note
£65m 2.46% fixed rate 8 year note
£65m 2.46% fixed rate 8 year note
US$60m 3.70% fixed rate 10 year note
US$60m 3.70% fixed rate 10 year note
Other secured bank loans
Other secured bank loans
Other unsecured bank loans
Other unsecured bank loans
Lease liabilities
Lease liabilities
2021
2021
£m
£m
133.2
133.2
15.7
15.7
62.8
62.8
132.5
132.5
26.1
26.1
370.3
370.3
2020
2020
£m
£m
97.8
97.8
10.3
10.3
37.6
37.6
83.8
83.8
38.1
38.1
267.6
267.6
2021
2021
£m
£m
3.3
3.3
323.3
323.3
326.6
326.6
14.5
14.5
21.9
21.9
14.5
14.5
12.2
12.2
74.1
74.1
25.2
25.2
58.7
58.7
30.0
30.0
70.0
70.0
41.9
41.9
65.0
65.0
44.5
44.5
9.8
9.8
2.3
2.3
2020
2020
£m
£m
5.2
5.2
280.1
280.1
285.3
285.3
7.0
7.0
30.8
30.8
11.3
11.3
10.7
10.7
73.2
73.2
26.9
26.9
62.7
62.7
30.0
30.0
70.0
70.0
44.8
44.8
65.0
65.0
43.9
43.9
1.8
1.8
1.3
1.3
255.3
255.3
194.2
194.2
262.2
262.2
110.9
110.9
218.1
218.1
138.5
138.5
78.3
78.3
872.9
872.9
71.0
71.0
847.2
847.2
Maturity profile of financial liabilities
Repayments fall due as follows:
Within one year
Bank loans and overdrafts
Other loans
Lease liabilities
After more than one year
Loans repayable
Within one to two years
Within two to five years
Five years and over
Lease liabilities
The minimum lease payments under lease liabilities fall due as follows:
Within one year
Within one to two years
Within two to five years
Five years and over
Future finance charges on lease liabilities
Present value of lease liabilities
Undiscounted maturity analysis of financial liabilities
Within one year
Bank loans and overdrafts
Other loans
Lease liabilities
After more than one year
Loans repayable
Within one to two years
Within two to five years
Five years and over
Lease liabilities
Within one to two years
Within two to five years
Five years and over
2021
£m
2020
£m
36.4
14.5
50.9
12.2
63.1
171.2
397.9
225.5
794.6
78.3
872.9
14.4
13.0
24.9
54.6
106.9
(16.4)
90.5
2021
£m
36.8
15.1
14.4
66.3
187.6
437.0
245.5
13.0
24.9
54.6
962.6
37.8
11.3
49.1
10.7
59.8
30.8
385.4
360.0
776.2
71.0
847.2
12.7
11.8
19.2
55.0
98.7
(17.0)
81.7
2020
£m
38.3
11.8
12.7
62.8
45.3
423.9
391.4
11.8
19.2
55.0
946.6
During October 2021, the Group extended the existing 2019 Club facility by a further year, resetting its five-year term and resulting in a maturity date
During October 2021, the Group extended the existing 2019 Club facility by a further year, resetting its five-year term and resulting in a maturity date
of October 2026. Interest is charged on this agreement at a floating rate based on ICE GBP LIBOR, ICE LIBOR or EURIBOR, depending upon the
of October 2026. Interest is charged on this agreement at a floating rate based on ICE GBP LIBOR, ICE LIBOR or EURIBOR, depending upon the
drawdown currency, plus a variable margin. Due to the cessation of ICE GBP LIBOR at the end of 2021, the Group updated the existing 2019 Club
drawdown currency, plus a variable margin. Due to the cessation of ICE GBP LIBOR at the end of 2021, the Group updated the existing 2019 Club
facility to include SONIA (Risk Free Rate) for GBP based borrowings. Until 31 December 2021, GBP borrowings were drawn using ICE GBP LIBOR.
facility to include SONIA (Risk Free Rate) for GBP based borrowings. Until 31 December 2021, GBP borrowings were drawn using ICE GBP LIBOR.
In July 2020 the Group arranged a three-year amortising Term Loan for US$200m. Interest is charged on this agreement at a floating rate based on
In July 2020 the Group arranged a three-year amortising Term Loan for US$200m. Interest is charged on this agreement at a floating rate based on
ICE LIBOR plus a variable margin. The margin the Group pays on this borrowing over and above standard rates is determined by the Group's net
ICE LIBOR plus a variable margin. The margin the Group pays on this borrowing over and above standard rates is determined by the Group's net
debt to EBITDA ratio.
debt to EBITDA ratio.
The analysis above includes estimated interest payable to maturity on the underlying loans. For the loans due after more than one year £14.9m
(2020: £14.3m) of the interest falls due within one year of the balance sheet date, £13.4m (2020: £14.0m) within one to two years, £33.7m (2020:
£34.0m) within two to five years and £13.5m (2020: £22.1m) beyond five years.
150 Croda International Plc
150 Croda International Plc
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150
Croda International Plc
Croda International Plc
Annual report and Accounts 2021 151
Annual Report and Accounts 2021 151
Financial statements (continued)
Notes to the Group Accounts (continued)
20. Borrowings, other financial liabilities and other financial assets continued
Interest rate and currency profile of Group financial liabilities
Sterling
US Dollar
Euro
Other
At 31 December 2021
Sterling
US Dollar
Euro
Other
At 31 December 2020
Total
£m
336.4
299.0
241.4
59.2
936.0
254.3
287.0
270.2
95.5
907.0
Fixed
£m
165.0
118.6
125.8
–
409.4
165.0
117.1
134.4
–
416.5
Fixed rate
weighted average
Fixed period
Years
4.3
7.9
4.2
–
5.3
Interest rate
%
2.62
3.73
1.28
–
2.53
2.62
3.73
1.28
–
2.50
5.3
8.9
5.2
–
6.3
Floating
£m
171.4
180.4
115.6
59.2
526.6
89.3
169.9
135.8
95.5
490.5
Fair values
Prior to 2016, the Group did not typically utilise complex financial instruments and accordingly the only element of Group borrowings where fair value
differed from book value was the US$100m fixed rate 10-year note that was issued in 2010. In January 2020 the existing US$100m fixed rate 10-
year note matured and was repaid, this was replaced with a new US$100m fixed rate 10-year note (27 January 2020). On 27 June 2016, the Group
issued £100m and €100m of fixed rate notes. On 6 June 2019, the Group issued a further £65m, €50m and US$60m of fixed rate notes.
The table below details a comparison of the book and fair values of the Group’s financial assets and liabilities. Where there are no readily available
market values to determine fair values, cash flows relating to the various instruments have been discounted at prevailing interest and exchange rates
to give an estimate of fair value.
Cash deposits
Other investments
2019 Club facility due 2026
US$200m 3 year term loan due 2023
US$100m 3.75% fixed rate 10 year note
€30m 1.08% fixed rate 7 year note
€70m 1.43% fixed rate 10 year note
£30m 2.54% fixed rate 7 year note
£70m 2.80% fixed rate 10 year note
€50m 1.18% fixed rate 8 year note
£65m 2.46% fixed rate 8 year note
US$60m 3.70% fixed rate 10 year note
Other bank borrowings
Other loans
Contingent consideration
Lease liabilities
Forward foreign currency contracts
Book
value
2021
£m
112.8
3.3
(262.2)
(125.4)
(74.1)
(25.2)
(58.7)
(30.0)
(70.0)
(41.9)
(65.0)
(44.5)
(34.0)
(14.5)
(26.1)
(90.5)
(2.3)
Fair
value
2021
£m
112.8
3.3
(262.2)
(125.4)
(78.2)
(25.5)
(61.5)
(30.3)
(71.9)
(43.5)
(65.7)
(47.4)
(34.0)
(14.5)
(26.1)
(90.5)
(2.3)
Book
value
2020
£m
106.5
5.2
(218.1)
(145.5)
(73.2)
(26.9)
(62.7)
(30.0)
(70.0)
(44.8)
(65.0)
(43.9)
(33.9)
(11.3)
(38.1)
(81.7)
–
Fair
value
2020
£m
106.5
5.2
(218.1)
(145.5)
(82.9)
(27.5)
(67.0)
(30.9)
(75.2)
(47.5)
(68.9)
(49.9)
(33.9)
(11.3)
(38.1)
(81.7)
–
For financial instruments with a remaining life of greater than one-year, fair values are based on cash flows discounted at prevailing interest rates.
Accordingly, the fair value of cash deposits and short-term borrowings approximates to the book value due to the short maturity of these
instruments. The same applies to trade and other receivables and payables excluded from the above analysis.
Financial instruments
Financial instruments measured at fair value use the following hierarchy:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)
• Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly
(that is, derived from prices) (level 2)
• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
All of the Group’s financial instruments are classed as level 2 with the exception of contingent consideration, other investments and lease liabilities,
which are classed as level 3.
152 Croda International Plc
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Financial statements (continued)
Financial statements (continued)
Notes to the Group Accounts (continued)
Notes to the Group Accounts (continued)
20. Borrowings, other financial liabilities and other financial assets continued
20. Borrowings, other financial liabilities and other financial assets continued
Interest rate and currency profile of Group financial liabilities
Interest rate and currency profile of Group financial liabilities
Prior to 2016, the Group did not typically utilise complex financial instruments and accordingly the only element of Group borrowings where fair value
Prior to 2016, the Group did not typically utilise complex financial instruments and accordingly the only element of Group borrowings where fair value
differed from book value was the US$100m fixed rate 10-year note that was issued in 2010. In January 2020 the existing US$100m fixed rate 10-
differed from book value was the US$100m fixed rate 10-year note that was issued in 2010. In January 2020 the existing US$100m fixed rate 10-
year note matured and was repaid, this was replaced with a new US$100m fixed rate 10-year note (27 January 2020). On 27 June 2016, the Group
year note matured and was repaid, this was replaced with a new US$100m fixed rate 10-year note (27 January 2020). On 27 June 2016, the Group
issued £100m and €100m of fixed rate notes. On 6 June 2019, the Group issued a further £65m, €50m and US$60m of fixed rate notes.
issued £100m and €100m of fixed rate notes. On 6 June 2019, the Group issued a further £65m, €50m and US$60m of fixed rate notes.
The table below details a comparison of the book and fair values of the Group’s financial assets and liabilities. Where there are no readily available
The table below details a comparison of the book and fair values of the Group’s financial assets and liabilities. Where there are no readily available
market values to determine fair values, cash flows relating to the various instruments have been discounted at prevailing interest and exchange rates
market values to determine fair values, cash flows relating to the various instruments have been discounted at prevailing interest and exchange rates
to give an estimate of fair value.
to give an estimate of fair value.
At 31 December 2021
At 31 December 2021
Sterling
Sterling
US Dollar
US Dollar
Euro
Euro
Other
Other
Sterling
Sterling
US Dollar
US Dollar
Euro
Euro
Other
Other
At 31 December 2020
At 31 December 2020
Fair values
Fair values
Cash deposits
Cash deposits
Other investments
Other investments
2019 Club facility due 2026
2019 Club facility due 2026
US$200m 3 year term loan due 2023
US$200m 3 year term loan due 2023
US$100m 3.75% fixed rate 10 year note
US$100m 3.75% fixed rate 10 year note
€30m 1.08% fixed rate 7 year note
€30m 1.08% fixed rate 7 year note
€70m 1.43% fixed rate 10 year note
€70m 1.43% fixed rate 10 year note
£30m 2.54% fixed rate 7 year note
£30m 2.54% fixed rate 7 year note
£70m 2.80% fixed rate 10 year note
£70m 2.80% fixed rate 10 year note
€50m 1.18% fixed rate 8 year note
€50m 1.18% fixed rate 8 year note
£65m 2.46% fixed rate 8 year note
£65m 2.46% fixed rate 8 year note
US$60m 3.70% fixed rate 10 year note
US$60m 3.70% fixed rate 10 year note
Other bank borrowings
Other bank borrowings
Other loans
Other loans
Contingent consideration
Contingent consideration
Lease liabilities
Lease liabilities
Forward foreign currency contracts
Forward foreign currency contracts
Total
Total
£m
£m
336.4
336.4
299.0
299.0
241.4
241.4
59.2
59.2
936.0
936.0
254.3
254.3
287.0
287.0
270.2
270.2
95.5
95.5
907.0
907.0
Fixed rate
Fixed rate
weighted average
weighted average
Floating
Floating
Interest rate
Interest rate
Fixed period
Fixed period
£m
£m
171.4
171.4
180.4
180.4
115.6
115.6
59.2
59.2
526.6
526.6
89.3
89.3
169.9
169.9
135.8
135.8
95.5
95.5
490.5
490.5
Fair
Fair
value
value
2021
2021
£m
£m
112.8
112.8
3.3
3.3
(262.2)
(262.2)
(125.4)
(125.4)
(78.2)
(78.2)
(25.5)
(25.5)
(61.5)
(61.5)
(30.3)
(30.3)
(71.9)
(71.9)
(43.5)
(43.5)
(65.7)
(65.7)
(47.4)
(47.4)
(34.0)
(34.0)
(14.5)
(14.5)
(26.1)
(26.1)
(90.5)
(90.5)
(2.3)
(2.3)
%
%
2.62
2.62
3.73
3.73
1.28
1.28
–
–
2.53
2.53
2.62
2.62
3.73
3.73
1.28
1.28
–
–
2.50
2.50
Book
Book
value
value
2020
2020
£m
£m
106.5
106.5
5.2
5.2
(218.1)
(218.1)
(145.5)
(145.5)
(73.2)
(73.2)
(26.9)
(26.9)
(62.7)
(62.7)
(30.0)
(30.0)
(70.0)
(70.0)
(44.8)
(44.8)
(65.0)
(65.0)
(43.9)
(43.9)
(33.9)
(33.9)
(11.3)
(11.3)
(38.1)
(38.1)
(81.7)
(81.7)
–
–
Years
Years
4.3
4.3
7.9
7.9
4.2
4.2
–
–
5.3
5.3
5.3
5.3
8.9
8.9
5.2
5.2
–
–
6.3
6.3
Fair
Fair
value
value
2020
2020
£m
£m
106.5
106.5
5.2
5.2
(218.1)
(218.1)
(145.5)
(145.5)
(82.9)
(82.9)
(27.5)
(27.5)
(67.0)
(67.0)
(30.9)
(30.9)
(75.2)
(75.2)
(47.5)
(47.5)
(68.9)
(68.9)
(49.9)
(49.9)
(33.9)
(33.9)
(11.3)
(11.3)
(38.1)
(38.1)
(81.7)
(81.7)
–
–
Fixed
Fixed
£m
£m
165.0
165.0
118.6
118.6
125.8
125.8
–
–
409.4
409.4
165.0
165.0
117.1
117.1
134.4
134.4
–
–
416.5
416.5
Book
Book
value
value
2021
2021
£m
£m
112.8
112.8
3.3
3.3
(262.2)
(262.2)
(125.4)
(125.4)
(74.1)
(74.1)
(25.2)
(25.2)
(58.7)
(58.7)
(30.0)
(30.0)
(70.0)
(70.0)
(41.9)
(41.9)
(65.0)
(65.0)
(44.5)
(44.5)
(34.0)
(34.0)
(14.5)
(14.5)
(26.1)
(26.1)
(90.5)
(90.5)
(2.3)
(2.3)
Borrowing facilities
As at 31 December 2021, the Group had undrawn committed facilities of £334.4m (2020: £378.3m). In addition, the Group had other undrawn
facilities of £40.1m (2020: £50.1m) available. Of the Group's total committed facilities of £1,225.8m, £1,211.0m expire after 2022. New and repaid
borrowings disclosed in the Group Statement of Cash Flows reflect routine short-term cash management, comprising regular monthly drawdowns
and repayments on the Group's revolving credit facilities.
Financial risk factors
The Group’s activities expose it to a variety of financial risks: currency risk, interest rate risk, liquidity risk, and credit risk. The Group’s overall risk
management strategy is approved by the Board and implemented and reviewed by the Risk Management Committee. Detailed financial risk
management is then delegated to the Group Finance department which has a specific policy manual that sets out guidelines to manage financial
risk. Regular reports are received from all sectors and regional operating units to enable prompt identification of financial risks so that appropriate
action may be taken. In the management definition of capital the Group includes ordinary and preference share capital and net debt.
Currency risk
The Group operates internationally and is exposed to currency risk arising from various currency exposures, primarily with respect to the US Dollar
and the Euro. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign
operations. Entities in the Group use foreign currency bank balances to manage their foreign exchange risk arising from future commercial
transactions, recognised assets and liabilities. The Group’s risk management policy is to manage transactional risk up to three months forward. The
Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. Currency exposure arising
from the net assets of the Group’s foreign operations is not specifically hedged but is reduced primarily through borrowings denominated in the
relevant foreign currencies where it is efficient to do so. Currency exposure arising from significant one-off transactions (for example acquisitions or
disposals) is reviewed and hedged through forward contracts if required.
For 2021, had the Group’s basket of reporting currencies been 10% weaker/stronger than the actual rates experienced, post-tax profit for the year
would have been £29.4m (2020: £18.9m) lower/higher than reported, primarily as a result of the translation of the profits of the Group’s overseas
entities, and equity would have been £156.5m (2020: £141.5m) lower/higher.
Cash flow hedging
At 31 December 2021, the Group held two instruments to hedge exposures to changes in foreign currency on a highly probable future business
disposal and debt repayment (hedged items), with a maturity profile of less than one year. The combined nominal value of the contracts was
£601.9m and the average forward contract rates were 0.85 (EUR:GBP) and 1.12 (EUR:USD). These contracts are contingent on the successful
completion of the business disposal and were designated as cash flow hedges. These hedging activities provide the Group with certainty over
approximately 85% of its estimated FX exposure on these forecast future transactions.
The combined carrying amount of the contracts was a £2.3m liability at 31 December 2021, reported within trade and other payables. At 31
December 2021, the cash flow hedging reserve was £3.0m credit (2020: £nil), net of £0.7m tax, and the costs of hedging reserve was £4.9m debit
(2020: £nil), net of £1.1m tax. There was no hedge ineffectiveness or reclassifications recognised in the income statement during the year ended 31
December 2021.
A 10% strengthening/weakening of GBP, Euro or USD at 31 December 2021 would have affected the measurement of the forward contracts and
therefore equity by approximately £56m. This analysis assumes that all other variables remain constant and ignores any impact of forecast future
transactions.
Interest rate risk
The Group has both interest bearing assets and liabilities. In 2016, the Group had a policy of maintaining no more than 60% of its gross borrowings
at fixed interest rates in normal circumstances. During 2016, the Group increased its amount of fixed rate debt following payment of the £136m
special dividend and consequent increase in core debt requirements. Notes were issued in the amounts of £100m and €100m with an average
maturity of 3.6 years and interest rate of 2.08%. During 2017, the policy formally increased the upper limit for fixed rate debt to 75% of gross
borrowings. During 2019, the Group increased its amount of fixed rate debt following payment of the £151.5m special dividend. Notes were issued
in the amounts of £65m, €50m and US$60m with an average maturity of 6.1 years and interest rate of 2.47%. In January 2020 the Group repaid its
US$100m 10-year loan note carrying a fixed rate of 5.94% and replaced it with a US$100m 10-year loan note carrying a fixed rate of 3.75%. At 31
December 2021, approximately 45% of Group borrowings were at fixed rates.
At 31 December 2021, aside from the loan notes referred to above, all Group debt and cash was exposed to repricing within 12 months of the
balance sheet date.
At 31 December 2021, the Group’s fixed rate debt was at a weighted average rate of 2.53% (2020: 2.50%). The Group’s floating rate liabilities are
predominantly based on LIBOR and its overseas equivalents.
Based on the above, had interest rates moved by 10 basis points in the territories where the Group has substantial borrowings, post-tax profits
would have moved by £0.5m (2020: £0.4m) due to a change in interest expense on the Group’s floating rate borrowings.
For financial instruments with a remaining life of greater than one-year, fair values are based on cash flows discounted at prevailing interest rates.
For financial instruments with a remaining life of greater than one-year, fair values are based on cash flows discounted at prevailing interest rates.
Accordingly, the fair value of cash deposits and short-term borrowings approximates to the book value due to the short maturity of these
Accordingly, the fair value of cash deposits and short-term borrowings approximates to the book value due to the short maturity of these
instruments. The same applies to trade and other receivables and payables excluded from the above analysis.
instruments. The same applies to trade and other receivables and payables excluded from the above analysis.
Financial instruments
Financial instruments
Financial instruments measured at fair value use the following hierarchy:
Financial instruments measured at fair value use the following hierarchy:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)
• Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly
• Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly
(that is, derived from prices) (level 2)
(that is, derived from prices) (level 2)
• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
All of the Group’s financial instruments are classed as level 2 with the exception of contingent consideration, other investments and lease liabilities,
All of the Group’s financial instruments are classed as level 2 with the exception of contingent consideration, other investments and lease liabilities,
which are classed as level 3.
which are classed as level 3.
152 Croda International Plc
152 Croda International Plc
Annual report and Accounts 2021
Annual report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021
152
Croda International Plc
Croda International Plc
Annual report and Accounts 2021 153
Annual Report and Accounts 2021 153
Financial statements (continued)
Notes to the Group Accounts (continued)
20. Borrowings, other financial liabilities and other financial assets continued
Liquidity risk
The Group actively maintains a mixture of long-term and short-term committed facilities designed to ensure that the Group has sufficient funds
available for operations and planned investments.
On a regular basis, management monitors forecasts of the Group’s cash flows against both internal targets and those targets imposed by
external lenders. The Group has substantial committed, unused facilities and the Directors are confident this situation will remain the case for the
foreseeable future.
Credit risk
The Group has no significant concentrations of credit risk. It has policies in place to ensure that sales of products are made to customers with an
appropriate credit history. Derivative counterparties and cash transactions are limited to high-credit quality financial institutions. The Group has
policies that limit the amount of credit exposure to any individual financial institution.
Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders, as well as maintaining an optimal capital structure to reduce overall cost of capital.
In order to maintain this optimal structure, the Group may adjust the amount of dividends paid, issue new shares, return capital to shareholders or
dispose of assets to reduce net debt. Given the Group’s strong balance sheet and sustained trading growth, the Group announced a dividend
policy in 2011 of paying a dividend of between 40% and 50% of sustainable earnings. Further details can be found in the Finance Review on pages
46 to 49.
Underlying growth coupled to Return on Invested Capital (ROIC) is the key perceived driver of shareholder value within the Group. The Group’s ROIC
now stands at 14.2% against a post-tax Weighted Average Cost of Capital (WACC) of 6.4%, thus hitting the Group’s target of maintaining ROIC at
two to three times WACC. In addition, the Group employs two widely used ratios to measure its ability to service its debt. Both net debt/EBITDA and
EBITDA interest cover were well ahead of target in 2021. Further details can be found in the Finance Review on pages 46 to 49. The Group was in
compliance with its covenant requirements throughout the year. Additional information on progress against Key Performance Indicators can be
found on pages 44 and 45.
21. Provisions
At 1 January 2021
Exchange differences
Released to the income statement
Charged to the income statement
Cash paid against provisions and utilised
At 31 December 2021
Analysis of total provisions
Current
Non-current
Environmental
£m
6.3
0.1
(0.4)
0.8
(1.1)
5.7
Restructuring
£m
2.7
–
(0.8)
–
(1.9)
–
Other
£m
1.6
–
(0.8)
2.8
(0.2)
3.4
2021
£m
5.5
3.6
9.1
Total
£m
10.6
0.1
(2.0)
3.6
(3.2)
9.1
2020
£m
6.7
3.9
10.6
Provisions are made where a constructive or legal obligation has arisen from a past event, can be quantified and where the timing of the transfer of
economic benefits relating to the provisions cannot be ascertained with any degree of certainty.
The environmental provision relates to soil and potential groundwater contamination on a number of sites, both currently in use and previously
occupied, in Europe and the Americas.
In relation to the environmental provision, the Directors expect that the balance will be utilised within 10 years. Provisions for remediation costs are
made when there is a present obligation, it is probable that expenditures for remediation work will be required and the cost can be estimated within
a reasonable range of possible outcomes. The costs are based on currently available facts and prior experience. Environmental liabilities are
recorded at the estimated amount at which the liability could be settled at the balance sheet date. Remediation of environmental damage typically
takes a long time to complete due to the substantial amount of planning and regulatory approvals normally required before remediation activities can
begin. In addition, increases in or releases of environmental provisions may be necessary whenever new developments occur or additional
information becomes available. Consequently, environmental provisions can change significantly and the timing and quantum of costs are inherently
uncertain. The level of environmental provision is based on management’s best estimate of the most likely outcome for each individual exposure.
The Group has also considered the impact of discounting on its provisions and has concluded that, as a consequence of the significant utilisation
expected in a relatively short timescale, the impact is not material.
154 Croda International Plc
154
Annual report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021
i
F
n
a
n
c
a
i
l
s
t
a
t
e
m
e
n
t
s
Financial statements (continued)
Financial statements (continued)
Notes to the Group Accounts (continued)
Notes to the Group Accounts (continued)
Liquidity risk
Liquidity risk
foreseeable future.
foreseeable future.
Credit risk
Credit risk
The Group has no significant concentrations of credit risk. It has policies in place to ensure that sales of products are made to customers with an
The Group has no significant concentrations of credit risk. It has policies in place to ensure that sales of products are made to customers with an
appropriate credit history. Derivative counterparties and cash transactions are limited to high-credit quality financial institutions. The Group has
appropriate credit history. Derivative counterparties and cash transactions are limited to high-credit quality financial institutions. The Group has
policies that limit the amount of credit exposure to any individual financial institution.
policies that limit the amount of credit exposure to any individual financial institution.
Capital risk management
Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders, as well as maintaining an optimal capital structure to reduce overall cost of capital.
shareholders and benefits for other stakeholders, as well as maintaining an optimal capital structure to reduce overall cost of capital.
In order to maintain this optimal structure, the Group may adjust the amount of dividends paid, issue new shares, return capital to shareholders or
In order to maintain this optimal structure, the Group may adjust the amount of dividends paid, issue new shares, return capital to shareholders or
dispose of assets to reduce net debt. Given the Group’s strong balance sheet and sustained trading growth, the Group announced a dividend
dispose of assets to reduce net debt. Given the Group’s strong balance sheet and sustained trading growth, the Group announced a dividend
policy in 2011 of paying a dividend of between 40% and 50% of sustainable earnings. Further details can be found in the Finance Review on pages
policy in 2011 of paying a dividend of between 40% and 50% of sustainable earnings. Further details can be found in the Finance Review on pages
46 to 49.
46 to 49.
Underlying growth coupled to Return on Invested Capital (ROIC) is the key perceived driver of shareholder value within the Group. The Group’s ROIC
Underlying growth coupled to Return on Invested Capital (ROIC) is the key perceived driver of shareholder value within the Group. The Group’s ROIC
now stands at 14.2% against a post-tax Weighted Average Cost of Capital (WACC) of 6.4%, thus hitting the Group’s target of maintaining ROIC at
now stands at 14.2% against a post-tax Weighted Average Cost of Capital (WACC) of 6.4%, thus hitting the Group’s target of maintaining ROIC at
two to three times WACC. In addition, the Group employs two widely used ratios to measure its ability to service its debt. Both net debt/EBITDA and
two to three times WACC. In addition, the Group employs two widely used ratios to measure its ability to service its debt. Both net debt/EBITDA and
EBITDA interest cover were well ahead of target in 2021. Further details can be found in the Finance Review on pages 46 to 49. The Group was in
EBITDA interest cover were well ahead of target in 2021. Further details can be found in the Finance Review on pages 46 to 49. The Group was in
compliance with its covenant requirements throughout the year. Additional information on progress against Key Performance Indicators can be
compliance with its covenant requirements throughout the year. Additional information on progress against Key Performance Indicators can be
found on pages 44 and 45.
found on pages 44 and 45.
21. Provisions
21. Provisions
At 1 January 2021
At 1 January 2021
Exchange differences
Exchange differences
Released to the income statement
Released to the income statement
Charged to the income statement
Charged to the income statement
Cash paid against provisions and utilised
Cash paid against provisions and utilised
At 31 December 2021
At 31 December 2021
Analysis of total provisions
Analysis of total provisions
Current
Current
Non-current
Non-current
Environmental
Environmental
Restructuring
Restructuring
Other
Other
£m
£m
6.3
6.3
0.1
0.1
(0.4)
(0.4)
0.8
0.8
(1.1)
(1.1)
5.7
5.7
£m
£m
2.7
2.7
(0.8)
(0.8)
(1.9)
(1.9)
–
–
–
–
–
–
£m
£m
1.6
1.6
–
–
(0.8)
(0.8)
2.8
2.8
(0.2)
(0.2)
3.4
3.4
2021
2021
£m
£m
5.5
5.5
3.6
3.6
9.1
9.1
Total
Total
£m
£m
10.6
10.6
0.1
0.1
(2.0)
(2.0)
3.6
3.6
(3.2)
(3.2)
9.1
9.1
2020
2020
£m
£m
6.7
6.7
3.9
3.9
10.6
10.6
Provisions are made where a constructive or legal obligation has arisen from a past event, can be quantified and where the timing of the transfer of
Provisions are made where a constructive or legal obligation has arisen from a past event, can be quantified and where the timing of the transfer of
economic benefits relating to the provisions cannot be ascertained with any degree of certainty.
economic benefits relating to the provisions cannot be ascertained with any degree of certainty.
The environmental provision relates to soil and potential groundwater contamination on a number of sites, both currently in use and previously
The environmental provision relates to soil and potential groundwater contamination on a number of sites, both currently in use and previously
occupied, in Europe and the Americas.
occupied, in Europe and the Americas.
In relation to the environmental provision, the Directors expect that the balance will be utilised within 10 years. Provisions for remediation costs are
In relation to the environmental provision, the Directors expect that the balance will be utilised within 10 years. Provisions for remediation costs are
made when there is a present obligation, it is probable that expenditures for remediation work will be required and the cost can be estimated within
made when there is a present obligation, it is probable that expenditures for remediation work will be required and the cost can be estimated within
a reasonable range of possible outcomes. The costs are based on currently available facts and prior experience. Environmental liabilities are
a reasonable range of possible outcomes. The costs are based on currently available facts and prior experience. Environmental liabilities are
recorded at the estimated amount at which the liability could be settled at the balance sheet date. Remediation of environmental damage typically
recorded at the estimated amount at which the liability could be settled at the balance sheet date. Remediation of environmental damage typically
takes a long time to complete due to the substantial amount of planning and regulatory approvals normally required before remediation activities can
takes a long time to complete due to the substantial amount of planning and regulatory approvals normally required before remediation activities can
begin. In addition, increases in or releases of environmental provisions may be necessary whenever new developments occur or additional
begin. In addition, increases in or releases of environmental provisions may be necessary whenever new developments occur or additional
information becomes available. Consequently, environmental provisions can change significantly and the timing and quantum of costs are inherently
information becomes available. Consequently, environmental provisions can change significantly and the timing and quantum of costs are inherently
uncertain. The level of environmental provision is based on management’s best estimate of the most likely outcome for each individual exposure.
uncertain. The level of environmental provision is based on management’s best estimate of the most likely outcome for each individual exposure.
The Group has also considered the impact of discounting on its provisions and has concluded that, as a consequence of the significant utilisation
The Group has also considered the impact of discounting on its provisions and has concluded that, as a consequence of the significant utilisation
expected in a relatively short timescale, the impact is not material.
expected in a relatively short timescale, the impact is not material.
20. Borrowings, other financial liabilities and other financial assets continued
20. Borrowings, other financial liabilities and other financial assets continued
22. Ordinary share capital
The Group actively maintains a mixture of long-term and short-term committed facilities designed to ensure that the Group has sufficient funds
The Group actively maintains a mixture of long-term and short-term committed facilities designed to ensure that the Group has sufficient funds
available for operations and planned investments.
available for operations and planned investments.
On a regular basis, management monitors forecasts of the Group’s cash flows against both internal targets and those targets imposed by
On a regular basis, management monitors forecasts of the Group’s cash flows against both internal targets and those targets imposed by
external lenders. The Group has substantial committed, unused facilities and the Directors are confident this situation will remain the case for the
external lenders. The Group has substantial committed, unused facilities and the Directors are confident this situation will remain the case for the
Ordinary shares of 10.61p (2020: 10.61p)
Allotted, called up and fully paid
At 1 January – 142,536,884 (2020: 131,906,881) ordinary shares
Issued in the year
At 31 December – 142,536,884 (2020: 142,536,884) ordinary shares
2021
£m
15.1
–
15.1
2020
£m
14.0
1.1
15.1
On 20 November 2020, following consultation with shareholders, the Company issued 10,630,003 ordinary shares at a price of 5900p per share,
raising £615.5m net of fees resulting in a share premium of £614.4m.
During 2021, options were granted to employees under the Croda International Plc Sharesave Scheme to subscribe for 55,474 ordinary shares at
an option price of 7327p per share and under the Croda International Plc International Sharesave Plan to subscribe for 202,071 ordinary shares at
an option price of 7327p per share. Conditional awards over 130,131 ordinary shares were granted under the Performance Share Plan during the
year and 52,370 under the Free Share Plan. Also granted in the year were 8,621 shares under the Restricted Share Plan.
During the year consideration of £2.6m was received on the exercise of options over 62,581 shares. The options were satisfied with shares
transferred from the Group's employee share trusts. Since the year end a further 999 shares have been transferred from the trusts. During the year,
the Group purchased 78,744 of its own ordinary shares to satisfy awards under various share-based payment schemes for consideration of £4.9m.
The outstanding options to subscribe for ordinary shares were as follows at the balance sheet date:
Croda International Plc Sharesave Scheme
Croda International Plc International Sharesave Plan (2009)
Croda International Plc Performance Share Plan (2014)
Croda International Plc Deferred Bonus Share Plan
Croda International Plc Restricted Share Plan
Croda International Plc Free Share Plan
Year
option
granted
2018
2019
2020
2021
2019
2020
2021
2019
2020
2020
2021
2019
2019
2019
2020
2021
2021
Number of
shares
4,434
83,463
70,019
54,505
249,158
205,219
198,868
135,111
113,353
48,447
129,389
8,913
4,821
582
7,134
8,421
51,580
Price Options exercisable from
4144p
3898p
4804p
7327p
3898p
4804p
7327p
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
1 Nov 2021 to 30 Apr 2022
1 Nov 2022 to 30 Apr 2023
1 Nov 2023 to 30 Apr 2024
1 Nov 2024 to 30 Apr 2025
1 Nov 2022 to 30 Nov 2022
1 Nov 2023 to 30 Nov 2023
1 Nov 2024 to 30 Nov 2024
12 Mar 2022
25 Mar 2023
29 Apr 2023
24 Mar 2024
12 Mar 2022
26 Mar 2022
9 Aug 2022
25 Mar 2023
17 Mar 2024
25 Apr 2022
23. Share-based payments
The impact of share-based payment transactions on the Group’s financial position is as follows:
Analysis of amounts recognised in the income statement:
Charged in respect of equity settled share-based payment transactions
Charged in respect of cash settled share-based payment transactions
Analysis of amounts recognised in the balance sheet:
Liability in respect of cash settled share-based payment transactions
2021
£m
10.3
31.0
41.3
2020
£m
2.5
11.1
13.6
28.0
9.2
The key elements of each scheme along with the assumptions employed to arrive at the charge in the income statement are set out below. Where
appropriate the expected volatility has been based on historical volatility considering daily share price movements over periods equal to the expected
future life of the awards and the risk free rate is based on the Bank of England’s projected nominal yield curve with appropriate duration.
154 Croda International Plc
154 Croda International Plc
Annual report and Accounts 2021
Annual report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021
154
Croda International Plc
Croda International Plc
Annual report and Accounts 2021 155
Annual Report and Accounts 2021 155
Financial statements (continued)
Notes to the Group Accounts (continued)
23. Share-based payments continued
Croda International Plc Sharesave Scheme (‘Sharesave’)
The Sharesave Scheme, established in 1983 and renewed in 2013, grants options annually in September to employees of the Group at a
fixed exercise price, being the market price of the Company’s shares at the grant date discounted by up to 20%. Employees then enter into
a savings contract over three years and, subject to continued employment, purchase options at the end of the period based on the amount saved.
Options are then exercisable for a six month period following completion of the savings contract. For options granted in the year, the fair value per
option granted and the assumptions used in the calculation of the value are as follows:
Grant date
Share price at grant date
Exercise price
Number of employees
Shares under option
Vesting period
Expected volatility
Option life
Risk free rate
Dividend yield
Possibility of forfeiture
Fair value per option at grant date
Option pricing model
2021
16 Sep
2021
9144p
7327p
727
55,474
Three years
20%
Six months
0.3%
1.0%
7.5% p.a.
2094.0p
Black Scholes
2020
10 Sep
2020
6078p
4804p
692
74,578
Three years
20%
Six months
-0.1%
1.5%
7.5% p.a.
1337.2p
Black Scholes
A reconciliation of option movements over the year is as follows:
Outstanding at 1 January
Granted
Forfeited
Exercised
Outstanding at 31 December
Exercisable at 31 December
For options exercised in year, weighted average share price at date of exercise
Weighted average remaining life at 31 December (years)
2021
Weighted
average
exercise
price
4243p
7327p
4524p
4081p
5082p
4144p
9206p
Number
230,705
55,474
(11,177)
(62,581)
212,421
4,434
2.4
Number
241,912
74,578
(6,659)
(79,126)
230,705
3,745
2.4
2020
Weighted
average
exercise
price
3681p
4804p
3895p
3081p
4243p
3092p
5969p
Croda International Plc International Sharesave Plan 2009 (‘International’)
The International scheme, established in 1999 and renewed in 2009, has the same option pricing model, savings contract and vesting period as the
Sharesave scheme. At exercise, employees are paid a cash equivalent for each option purchased, being the difference between the exercise price
and market price at the exercise date. For options granted in the year, the fair value per option granted and the assumptions used in the calculation
of the value are as follows:
2021
16 Sep
2021
9144p
7327p
2,973
202,071
Three years
20%
One month
0.3%
0.9%
7.5% p.a.
2934.8p
Black Scholes
2020
10 Sep
2020
6078p
4804p
2,287
226,138
Three years
20%
One month
-0.2%
1.4%
7.5% p.a.
1741.3p
Black Scholes
Grant date
Share price at grant date
Exercise price
Number of employees
Shares under option
Vesting period
Expected volatility
Option life
Risk free rate
Dividend yield
Possibility of forfeiture
Fair value per option at 31 December
Option pricing model
156 Croda International Plc
156
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Croda International Plc
Annual Report and Accounts 2021
i
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Financial statements (continued)
Financial statements (continued)
Notes to the Group Accounts (continued)
Notes to the Group Accounts (continued)
23. Share-based payments continued
23. Share-based payments continued
Croda International Plc Sharesave Scheme (‘Sharesave’)
Croda International Plc Sharesave Scheme (‘Sharesave’)
The Sharesave Scheme, established in 1983 and renewed in 2013, grants options annually in September to employees of the Group at a
The Sharesave Scheme, established in 1983 and renewed in 2013, grants options annually in September to employees of the Group at a
fixed exercise price, being the market price of the Company’s shares at the grant date discounted by up to 20%. Employees then enter into
fixed exercise price, being the market price of the Company’s shares at the grant date discounted by up to 20%. Employees then enter into
a savings contract over three years and, subject to continued employment, purchase options at the end of the period based on the amount saved.
a savings contract over three years and, subject to continued employment, purchase options at the end of the period based on the amount saved.
Options are then exercisable for a six month period following completion of the savings contract. For options granted in the year, the fair value per
Options are then exercisable for a six month period following completion of the savings contract. For options granted in the year, the fair value per
option granted and the assumptions used in the calculation of the value are as follows:
option granted and the assumptions used in the calculation of the value are as follows:
2021
2021
16 Sep
16 Sep
2021
2021
9144p
9144p
7327p
7327p
727
727
55,474
55,474
20%
20%
0.3%
0.3%
1.0%
1.0%
7.5% p.a.
7.5% p.a.
2094.0p
2094.0p
Three years
Three years
Three years
Three years
Six months
Six months
Six months
Six months
Black Scholes
Black Scholes
Black Scholes
Black Scholes
2020
2020
10 Sep
10 Sep
2020
2020
6078p
6078p
4804p
4804p
692
692
74,578
74,578
20%
20%
-0.1%
-0.1%
1.5%
1.5%
7.5% p.a.
7.5% p.a.
1337.2p
1337.2p
2020
2020
Weighted
Weighted
average
average
exercise
exercise
price
price
3681p
3681p
4804p
4804p
3895p
3895p
3081p
3081p
4243p
4243p
3092p
3092p
5969p
5969p
2021
2021
Weighted
Weighted
average
average
exercise
exercise
price
price
4243p
4243p
7327p
7327p
4524p
4524p
4081p
4081p
5082p
5082p
4144p
4144p
9206p
9206p
Number
Number
230,705
230,705
55,474
55,474
(11,177)
(11,177)
(62,581)
(62,581)
212,421
212,421
4,434
4,434
2.4
2.4
Number
Number
241,912
241,912
74,578
74,578
(6,659)
(6,659)
(79,126)
(79,126)
230,705
230,705
3,745
3,745
2.4
2.4
2021
2021
16 Sep
16 Sep
2021
2021
9144p
9144p
7327p
7327p
2,973
2,973
202,071
202,071
Three years
Three years
20%
20%
0.3%
0.3%
0.9%
0.9%
7.5% p.a.
7.5% p.a.
2934.8p
2934.8p
2020
2020
10 Sep
10 Sep
2020
2020
6078p
6078p
4804p
4804p
2,287
2,287
226,138
226,138
Three years
Three years
20%
20%
-0.2%
-0.2%
1.4%
1.4%
7.5% p.a.
7.5% p.a.
1741.3p
1741.3p
One month
One month
One month
One month
Black Scholes
Black Scholes
Black Scholes
Black Scholes
A reconciliation of option movements over the year is as follows:
A reconciliation of option movements over the year is as follows:
For options exercised in year, weighted average share price at date of exercise
For options exercised in year, weighted average share price at date of exercise
Weighted average remaining life at 31 December (years)
Weighted average remaining life at 31 December (years)
Croda International Plc International Sharesave Plan 2009 (‘International’)
Croda International Plc International Sharesave Plan 2009 (‘International’)
Grant date
Grant date
Share price at grant date
Share price at grant date
Exercise price
Exercise price
Number of employees
Number of employees
Shares under option
Shares under option
Vesting period
Vesting period
Expected volatility
Expected volatility
Option life
Option life
Risk free rate
Risk free rate
Dividend yield
Dividend yield
Possibility of forfeiture
Possibility of forfeiture
Fair value per option at grant date
Fair value per option at grant date
Option pricing model
Option pricing model
Outstanding at 1 January
Outstanding at 1 January
Granted
Granted
Forfeited
Forfeited
Exercised
Exercised
Outstanding at 31 December
Outstanding at 31 December
Exercisable at 31 December
Exercisable at 31 December
of the value are as follows:
of the value are as follows:
Grant date
Grant date
Share price at grant date
Share price at grant date
Exercise price
Exercise price
Number of employees
Number of employees
Shares under option
Shares under option
Vesting period
Vesting period
Expected volatility
Expected volatility
Option life
Option life
Risk free rate
Risk free rate
Dividend yield
Dividend yield
Possibility of forfeiture
Possibility of forfeiture
Fair value per option at 31 December
Fair value per option at 31 December
Option pricing model
Option pricing model
156 Croda International Plc
156 Croda International Plc
Annual report and Accounts 2021
Annual report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021
156
A reconciliation of option movements over the year is as follows:
Outstanding at 1 January
Granted
Forfeited
Exercised
Outstanding at 31 December
For options exercised in year, weighted average share price at date of exercise
Weighted average remaining life at 31 December (years)
2021
Weighted
average
exercise
price
4262p
7327p
4519p
4141p
5227p
9378p
Number
681,756
202,071
(57,397)
(173,185)
653,245
1.8
Number
726,941
226,138
(48,929)
(222,394)
681,756
1.9
2020
Weighted
average
exercise
price
3704p
4804p
3725p
3106p
4262p
6063p
Croda International Plc Performance Share Plan 2014 (‘PSP’)
The PSP scheme was established in 2014 and replaced the Company’s previous Executive long-term incentive plans. The PSP provides for awards
of free shares (i.e. either conditional shares or nil-cost options) normally made annually which vest after three years dependent upon an EPS
performance related sliding scale (non-market condition), an NPP growth measure (non-market condition), sustainability conditions in relation to
decarbonisation roadmaps and emissions (non-market conditions) and the Group’s total shareholder return (market condition). The PSP is
discussed in detail in the Directors’ Remuneration Report (pages 84 to 108). Shares (on an after-tax basis) are subject to a two-year post vesting
holding period. For options granted in the year, the fair value per option granted and the assumptions used in the calculation of the value are
as follows:
Grant date
Share price at grant date
Number of employees
Shares under conditional award
Vesting period
Expected volatility
Dividend yield
Possibility of forfeiture
Fair value per option at grant date
Option pricing model
Market
condition
24 Mar
2021
6401p
68
45,546
Three
years
20%
1.4%
3.45% p.a.
2420p
Closed form
valuation
2021
Non-market
condition
24 Mar
2021
6401p
68
84,585
Three
years
20%
1.4%
3.45% p.a.
6136p
Closed form
valuation
Market
condition
29 Apr
2020
4936p
2
16,956
Three
years
20%
1.8%
3.45% p.a.
3352p
Closed form
valuation
Non-market
condition
29 Apr
2020
4936p
2
31,491
Three
years
20%
1.8%
3.45% p.a.
4676p
Closed form
valuation
Market
condition
25 Mar
2020
4280p
57
44,053
Three
years
20%
2.1%
3.45% p.a.
3022p
Closed form
valuation
The International scheme, established in 1999 and renewed in 2009, has the same option pricing model, savings contract and vesting period as the
The International scheme, established in 1999 and renewed in 2009, has the same option pricing model, savings contract and vesting period as the
Sharesave scheme. At exercise, employees are paid a cash equivalent for each option purchased, being the difference between the exercise price
Sharesave scheme. At exercise, employees are paid a cash equivalent for each option purchased, being the difference between the exercise price
and market price at the exercise date. For options granted in the year, the fair value per option granted and the assumptions used in the calculation
and market price at the exercise date. For options granted in the year, the fair value per option granted and the assumptions used in the calculation
A reconciliation of option movements over the year is as follows:
Outstanding at 1 January
Granted
Forfeited
Exercised
Outstanding at 31 December
For options exercised in year, weighted average share price at date of exercise
Weighted average remaining life at 31 December (years)
2021
Weighted
average
exercise
price
–
–
–
–
–
6205p
Number
461,005
130,131
(108,077)
(56,759)
426,300
1.3
Number
513,956
174,312
(112,018)
(115,245)
461,005
1.3
2020
Non-market
condition
25 Mar
2020
4280p
57
81,812
Three
years
20%
2.1%
3.45% p.a.
4021p
Closed form
valuation
2020
Weighted
average
exercise
price
–
–
–
–
–
4259p
Croda International Plc Deferred Bonus Share Plan (‘DBSP’)
The DBSP scheme was established in 2014. Under the DBSP, one third of any annual bonuses due to certain senior executives are deferred. The
size of award is determined by the amount of the total bonus divided by one third and converted into a number of Croda shares using the market
value of shares at the time the award is granted. Awards are increased by the number of shares equating to the equivalent value of any dividend
paid during the option period. The awards vest on the third anniversary of the date of grant unless the recipient has been dismissed for cause. No
further awards were granted after 2019. There are no performance conditions applied to the award. The DBSP is also discussed in the Directors’
Remuneration Report (pages 84 to 108).
Croda International Plc
Croda International Plc
Annual report and Accounts 2021 157
Annual Report and Accounts 2021 157
Financial statements (continued)
Notes to the Group Accounts (continued)
23. Share-based payments continued
A reconciliation of option movements over the year is as follows:
Outstanding at 1 January
Dividend enhancement
Exercised
Outstanding at 31 December
For options exercised in year, weighted average share price at date of exercise
Weighted average remaining life at 31 December (years)
2021
Weighted
average
exercise
price
–
–
–
–
6205p
Number
28,127
101
(19,315)
8,913
0.2
Number
127,588
422
(99,883)
28,127
0.5
2020
Weighted
average
exercise
price
–
–
–
–
4259p
Croda International Plc Restricted Share Plan (‘RSP’)
The RSP scheme was established in 2018 and provides for awards of free shares or cash equivalent to a limited number of employees not eligible
for the PSP scheme, based on a percentage of salary. The awards vest on the third anniversary of the date of grant, subject to the condition that the
employee remains employed by the Group. There are no performance conditions applied to the award. On the vesting date, UK employees will be
awarded free shares and non-UK employees will be paid a cash equivalent based on the market price.
Grant date
Share price at grant date
Number of employees
Shares under conditional award
Vesting period
Expected volatility
Dividend yield
Possibility of forfeiture
Fair value per option at grant date
Option pricing model
2021
17 Mar 2021
6314p
66
8,621
Three years
20%
1.4%
3.45% p.a.
6049p
Closed form
valuation
A reconciliation of option movements over the year is as follows:
Outstanding at 1 January
Granted
Forfeited
Exercised
Outstanding at 31 December
For options exercised in year, weighted average share price at date of exercise
Weighted average remaining life at 31 December (years)
2021
Weighted
average
exercise
price
–
–
–
–
–
6257p
Number
19,288
8,621
(693)
(6,258)
20,958
1.5
Number
12,393
7,134
(239)
–
19,288
1.3
2020
25 Mar 2020
4280p
35
7,134
Three years
20%
2.1%
3.45% p.a.
4021p
Closed form
valuation
2020
Weighted
average
exercise
price
–
–
–
–
–
–
158 Croda International Plc
158
Annual report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021
i
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Financial statements (continued)
Financial statements (continued)
Notes to the Group Accounts (continued)
Notes to the Group Accounts (continued)
23. Share-based payments continued
23. Share-based payments continued
A reconciliation of option movements over the year is as follows:
A reconciliation of option movements over the year is as follows:
Outstanding at 1 January
Outstanding at 1 January
Dividend enhancement
Dividend enhancement
Exercised
Exercised
Outstanding at 31 December
Outstanding at 31 December
Weighted average remaining life at 31 December (years)
Weighted average remaining life at 31 December (years)
Croda International Plc Restricted Share Plan (‘RSP’)
Croda International Plc Restricted Share Plan (‘RSP’)
Grant date
Grant date
Share price at grant date
Share price at grant date
Number of employees
Number of employees
Shares under conditional award
Shares under conditional award
Vesting period
Vesting period
Expected volatility
Expected volatility
Dividend yield
Dividend yield
Possibility of forfeiture
Possibility of forfeiture
Fair value per option at grant date
Fair value per option at grant date
Option pricing model
Option pricing model
Outstanding at 1 January
Outstanding at 1 January
Granted
Granted
Forfeited
Forfeited
Exercised
Exercised
Outstanding at 31 December
Outstanding at 31 December
A reconciliation of option movements over the year is as follows:
A reconciliation of option movements over the year is as follows:
2021
2021
Weighted
Weighted
average
average
exercise
exercise
price
price
–
–
–
–
–
–
–
–
Number
Number
28,127
28,127
101
101
(19,315)
(19,315)
8,913
8,913
0.2
0.2
Number
Number
127,588
127,588
422
422
(99,883)
(99,883)
28,127
28,127
0.5
0.5
2020
2020
Weighted
Weighted
average
average
exercise
exercise
price
price
–
–
–
–
–
–
–
–
2021
2021
2020
2020
17 Mar 2021
17 Mar 2021
25 Mar 2020
25 Mar 2020
6314p
6314p
66
66
8,621
8,621
20%
20%
1.4%
1.4%
Three years
Three years
Three years
Three years
3.45% p.a.
3.45% p.a.
6049p
6049p
Closed form
Closed form
valuation
valuation
3.45% p.a.
3.45% p.a.
4021p
4021p
Closed form
Closed form
valuation
valuation
4280p
4280p
35
35
7,134
7,134
20%
20%
2.1%
2.1%
2020
2020
Weighted
Weighted
average
average
exercise
exercise
price
price
–
–
–
–
–
–
–
–
–
–
–
–
2021
2021
Weighted
Weighted
average
average
exercise
exercise
price
price
–
–
–
–
–
–
–
–
–
–
Number
Number
19,288
19,288
8,621
8,621
(693)
(693)
(6,258)
(6,258)
20,958
20,958
1.5
1.5
Number
Number
12,393
12,393
7,134
7,134
(239)
(239)
–
–
19,288
19,288
1.3
1.3
For options exercised in year, weighted average share price at date of exercise
For options exercised in year, weighted average share price at date of exercise
6257p
6257p
Weighted average remaining life at 31 December (years)
Weighted average remaining life at 31 December (years)
Croda International Plc Free Share Plan (‘FSP’)
The FSP scheme was established in 2021 and provides for awards of free shares or cash equivalent to eligible employees. The Company has
discretion to set the number of shares awarded. The awards will vest provided that the employee remains employed by the Group and that a bonus
payment is paid under the terms of the Company's Group Profit Incentive Bonus Scheme in respect of the financial year concerned. Subject to the
two conditions being met, on the vesting date, UK employees (and certain other identified jurisdictions) will be awarded free shares and non-UK
employees will be paid a cash equivalent based on the market price.
For options exercised in year, weighted average share price at date of exercise
For options exercised in year, weighted average share price at date of exercise
6205p
6205p
4259p
4259p
The RSP scheme was established in 2018 and provides for awards of free shares or cash equivalent to a limited number of employees not eligible
The RSP scheme was established in 2018 and provides for awards of free shares or cash equivalent to a limited number of employees not eligible
for the PSP scheme, based on a percentage of salary. The awards vest on the third anniversary of the date of grant, subject to the condition that the
for the PSP scheme, based on a percentage of salary. The awards vest on the third anniversary of the date of grant, subject to the condition that the
employee remains employed by the Group. There are no performance conditions applied to the award. On the vesting date, UK employees will be
employee remains employed by the Group. There are no performance conditions applied to the award. On the vesting date, UK employees will be
awarded free shares and non-UK employees will be paid a cash equivalent based on the market price.
awarded free shares and non-UK employees will be paid a cash equivalent based on the market price.
Grant date
Share price at grant date
Number of employees
Shares under conditional award
Vesting period
Expected volatility
Dividend yield
Possibility of forfeiture
Fair value per option at grant date
Option pricing model
2021
3 Nov 2021
9597p
5,237
52,370
One year
20%
1.0%
7.5% p.a.
9503p
Closed form
valuation
A reconciliation of option movements over the year is as follows:
Outstanding at 1 January
Granted
Forfeited
Exercised
Outstanding at 31 December
For options exercised in year, weighted average share price at date of exercise
Weighted average remaining life at 31 December (years)
2021
Weighted
average
exercise
price
–
–
–
–
–
–
Number
–
52,370
(790)
–
51,580
0.3
Number
–
–
–
–
–
–
2020
–
–
–
–
–
–
–
–
–
–
2020
Weighted
average
exercise
price
–
–
–
–
–
–
Croda International Plc Share Incentive Plan (‘SIP’)
The SIP was established in 2003 and has similar objectives to the Sharesave Scheme in terms of increasing employee retention and share
ownership. Under the SIP scheme, employees enter into an agreement to purchase shares in the Company each month. For each share purchased
by an employee, the Company awards a matching share which passes to the employee after three years’ service. The matching shares are
allocated each month at market value with this fair value charge being recognised in the income statement in full in the year of allocation.
24. Preference share capital
The authorised, issued and fully paid preference share capital comprises:
615,562 5.9% preference shares of £1 (2020: 615,562)
498,434 6.6% preference shares of £1 (2020: 498,434)
21,900 7.5% preference shares of £1 (2020: 21,900)
2021
£m
0.6
0.5
–
1.1
2020
£m
0.6
0.5
–
1.1
The preference shares have no redemption rights and carry no voting rights other than in certain circumstances affecting the rights of the preference
shareholders, details of which are set out in the Company’s Articles of Association. The three classes of preference shares rank pari passu with each
other but ahead of the ordinary shares on a winding up. Rights on a winding up are limited to repayment of capital and any arrears of dividends.
158 Croda International Plc
158 Croda International Plc
Annual report and Accounts 2021
Annual report and Accounts 2021
Croda International Plc
Annual Report and Accounts 2021
158
Croda International Plc
Croda International Plc
Annual report and Accounts 2021 159
Annual Report and Accounts 2021 159
Financial statements (continued)
Notes to the Group Accounts (continued)
25. Shareholders’ equity
Croda International Plc Qualifying Share Ownership Trust (QUEST), Croda International Plc Employee Benefit Trust (CIPEBT) and Croda
International Plc AESOP Trust (AESOP) each hold shares purchased on the open market or transferred from treasury shares to satisfy the future
issue of shares under the Group's share option schemes. As at 31 December 2021 the QUEST had a net amount due from the Company of
£16.1m (2020: £13.6m) and held 30,640 (2020: 93,221) shares transferred at a nil cost (2020: nil cost) with a market value of £3.1m (2020: £6.1m).
As at 31 December 2021 the CIPEBT was financed by a repayable on demand loan to the Company of £26.9m (2020: £21.9m) and held 910
(2020: 910) shares transferred at a nil cost (2020: nil cost) with a market value of £0.1m (2020: £0.1m).
As at 31 December 2021 the AESOP had issued all its previously held shares, as financed by the Company, and thus had no residual loan balance
with the Company. All of the shares held by the QUEST and CIPEBT were under option at 31 December 2021 and, except for a nominal amount,
the right to receive dividends has been waived.
As at 31 December 2021 the total number of treasury shares held was 3,018,203 (2020: 3,018,203) with a market value of £303.2m
(2020: £199.1m).
26. Non-controlling interests in equity
At 1 January
Exchange differences
Profit for the year
Acquisition of a subsidiary with non-controlling interest
Acquisition of a non-controlling interest in an existing subsidiary
Issue of share capital
Dividends paid to non-controlling interests
At 31 December
2021
£m
9.3
0.1
2.0
1.6
(0.2)
0.2
(0.2)
12.8
2020
£m
7.0
0.1
–
2.2
–
–
–
9.3
27. Related party transactions
The Group has no related party transactions, with the exception of remuneration paid to key management and Directors which is included
in note 10.
28. Business combinations
2021 Acquisitions
On 2 March 2021, the Group acquired the worldwide business activities of Alban Muller including 100% of the shares and voting interests of Acallmi
for a total consideration of £15.2m. Established in France and employing 90 people, Alban Muller specialises in eco-responsible solutions to
developing innovative botanical extracts, natural formulation ingredients and natural organic cosmetics. The company is an excellent fit for Croda’s
Beauty Actives business (part of the Consumer Care sector) and provides Croda with access to innovative technology in the botanicals market.
On 1 June 2021, the Group acquired a 96% majority shareholding in Parfex S.A. ('Parfex'), a fine fragrance business based in Grasse, France for a
total consideration of £35.4m. Employing 75 people, Parfex creates fragrances principally for premium personal care and fine perfumery markets,
leveraging the natural raw materials that are available in the region. The company will form part of the newly created Fragrances & Flavours business
(part of the Consumer Care sector) alongside Iberchem acquired in November 2020.
160 Croda International Plc
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Financial statements (continued)
Financial statements (continued)
Notes to the Group Accounts (continued)
Notes to the Group Accounts (continued)
25. Shareholders’ equity
25. Shareholders’ equity
Croda International Plc Qualifying Share Ownership Trust (QUEST), Croda International Plc Employee Benefit Trust (CIPEBT) and Croda
Croda International Plc Qualifying Share Ownership Trust (QUEST), Croda International Plc Employee Benefit Trust (CIPEBT) and Croda
International Plc AESOP Trust (AESOP) each hold shares purchased on the open market or transferred from treasury shares to satisfy the future
International Plc AESOP Trust (AESOP) each hold shares purchased on the open market or transferred from treasury shares to satisfy the future
issue of shares under the Group's share option schemes. As at 31 December 2021 the QUEST had a net amount due from the Company of
issue of shares under the Group's share option schemes. As at 31 December 2021 the QUEST had a net amount due from the Company of
£16.1m (2020: £13.6m) and held 30,640 (2020: 93,221) shares transferred at a nil cost (2020: nil cost) with a market value of £3.1m (2020: £6.1m).
£16.1m (2020: £13.6m) and held 30,640 (2020: 93,221) shares transferred at a nil cost (2020: nil cost) with a market value of £3.1m (2020: £6.1m).
As at 31 December 2021 the CIPEBT was financed by a repayable on demand loan to the Company of £26.9m (2020: £21.9m) and held 910
As at 31 December 2021 the CIPEBT was financed by a repayable on demand loan to the Company of £26.9m (2020: £21.9m) and held 910
(2020: 910) shares transferred at a nil cost (2020: nil cost) with a market value of £0.1m (2020: £0.1m).
(2020: 910) shares transferred at a nil cost (2020: nil cost) with a market value of £0.1m (2020: £0.1m).
As at 31 December 2021 the AESOP had issued all its previously held shares, as financed by the Company, and thus had no residual loan balance
As at 31 December 2021 the AESOP had issued all its previously held shares, as financed by the Company, and thus had no residual loan balance
with the Company. All of the shares held by the QUEST and CIPEBT were under option at 31 December 2021 and, except for a nominal amount,
with the Company. All of the shares held by the QUEST and CIPEBT were under option at 31 December 2021 and, except for a nominal amount,
As at 31 December 2021 the total number of treasury shares held was 3,018,203 (2020: 3,018,203) with a market value of £303.2m
As at 31 December 2021 the total number of treasury shares held was 3,018,203 (2020: 3,018,203) with a market value of £303.2m
the right to receive dividends has been waived.
the right to receive dividends has been waived.
(2020: £199.1m).
(2020: £199.1m).
26. Non-controlling interests in equity
26. Non-controlling interests in equity
At 1 January
At 1 January
Exchange differences
Exchange differences
Profit for the year
Profit for the year
Acquisition of a subsidiary with non-controlling interest
Acquisition of a subsidiary with non-controlling interest
Acquisition of a non-controlling interest in an existing subsidiary
Acquisition of a non-controlling interest in an existing subsidiary
Issue of share capital
Issue of share capital
Dividends paid to non-controlling interests
Dividends paid to non-controlling interests
At 31 December
At 31 December
27. Related party transactions
27. Related party transactions
in note 10.
in note 10.
28. Business combinations
28. Business combinations
2021 Acquisitions
2021 Acquisitions
The Group has no related party transactions, with the exception of remuneration paid to key management and Directors which is included
The Group has no related party transactions, with the exception of remuneration paid to key management and Directors which is included
On 2 March 2021, the Group acquired the worldwide business activities of Alban Muller including 100% of the shares and voting interests of Acallmi
On 2 March 2021, the Group acquired the worldwide business activities of Alban Muller including 100% of the shares and voting interests of Acallmi
for a total consideration of £15.2m. Established in France and employing 90 people, Alban Muller specialises in eco-responsible solutions to
for a total consideration of £15.2m. Established in France and employing 90 people, Alban Muller specialises in eco-responsible solutions to
developing innovative botanical extracts, natural formulation ingredients and natural organic cosmetics. The company is an excellent fit for Croda’s
developing innovative botanical extracts, natural formulation ingredients and natural organic cosmetics. The company is an excellent fit for Croda’s
Beauty Actives business (part of the Consumer Care sector) and provides Croda with access to innovative technology in the botanicals market.
Beauty Actives business (part of the Consumer Care sector) and provides Croda with access to innovative technology in the botanicals market.
On 1 June 2021, the Group acquired a 96% majority shareholding in Parfex S.A. ('Parfex'), a fine fragrance business based in Grasse, France for a
On 1 June 2021, the Group acquired a 96% majority shareholding in Parfex S.A. ('Parfex'), a fine fragrance business based in Grasse, France for a
total consideration of £35.4m. Employing 75 people, Parfex creates fragrances principally for premium personal care and fine perfumery markets,
total consideration of £35.4m. Employing 75 people, Parfex creates fragrances principally for premium personal care and fine perfumery markets,
leveraging the natural raw materials that are available in the region. The company will form part of the newly created Fragrances & Flavours business
leveraging the natural raw materials that are available in the region. The company will form part of the newly created Fragrances & Flavours business
(part of the Consumer Care sector) alongside Iberchem acquired in November 2020.
(part of the Consumer Care sector) alongside Iberchem acquired in November 2020.
2021
2021
£m
£m
9.3
9.3
0.1
0.1
2.0
2.0
1.6
1.6
(0.2)
(0.2)
0.2
0.2
(0.2)
(0.2)
12.8
12.8
2020
2020
£m
£m
7.0
7.0
0.1
0.1
2.2
2.2
–
–
–
–
–
–
–
–
9.3
9.3
The following table summarises the Directors’ assessment of the consideration paid in respect of the acquisitions, and the fair value of assets
acquired and liabilities assumed.
Cash consideration
Fair value of assets and liabilities acquired
Intangible assets
Property, plant and equipment
Right of use assets
Lease liabilities
Cash/(overdrafts)
Borrowings
Working capital
Retirement benefit liabilities
Deferred tax
Total identifiable net assets
Fair value of NCI
Goodwill
Alban Muller
£m
15.2
Parfex
£m
35.4
8.9
7.1
1.2
(1.2)
1.8
(5.7)
–
(0.4)
(3.0)
8.7
–
6.5
19.5
5.9
0.1
(0.1)
(0.1)
–
4.6
(0.5)
(5.9)
23.5
(1.6)
13.5
Total cash consideration paid in the period of £58.1m includes the above acquisitions (net of cash) of £48.9m and £9.2m of payment on contingent
consideration in respect of previous acquisitions. Acquisition-related costs of £1.5m have been charged to administration expenses in the income
statement for the year ended 31 December 2021 (2020: £11.7m). Post-acquisition, Alban Muller and Parfex contributed combined revenue of
£23.3m and a small adjusted operating profit. Had the acquisitions been made on 1 January 2021, the Group’s revenue would have been
£1,924.7m with adjusted operating profit of £469.8m.
2020 Acquisitions
On 12 August 2020, the Group acquired 100% of the shares and voting interests of Avanti Polar Lipids, LLC (‘Avanti’), a knowledge-intensive leader
in lipid-based drug delivery technologies for next generation pharmaceuticals. Based in Alabama in the US, Avanti creates and makes high-purity
polar lipids that are increasingly being used as delivery systems for complex therapeutic drugs and in next-generation mRNA vaccines. The
acquisition will continue to operate under its existing brand, led by the current management team, and will form part of our Health Care business
(Life Sciences sector). The acquisition will more than double Croda's research and development (R&D) capability in drug delivery and also provide a
new channel to market for Croda's ingredients for early-stage pharmaceutical research. Avanti was acquired for total consideration of £173.9m, with
identifiable net assets of £112.8m, generating goodwill of £61.1m. Total consideration for Avanti is inclusive of £35.5m contingent consideration,
representing the gross fair value at the date of acquisition of £42.1m before discounting. The additional consideration is payable semi-annually over
three years based on the revenue from near-term commercial opportunities using Avanti’s lipid-based solutions which were not included in the
valuation for payment of the initial consideration.
On 24 November 2020, the Group acquired 100% of the shares and voting interests of Fragrance Spanish Topco, S.L. trading as Iberchem
('Iberchem'), a leading global fragrances and flavours ('F&F') company. Headquartered in Murcia, Spain, Iberchem has approximately 850
employees, 14 manufacturing facilities, 10 R&D centres and a commercial presence in 120 countries. The acquisition will form part of the new
Consumer Care sector from 2021. The acquisition will create a new full service formulation and fragrance offering for Personal Care and Home Care
as well as providing access to a high growth adjacency in the global F&F market with significant exposure to emerging markets. Iberchem was
acquired for consideration of £756.5m, with identifiable net assets of £304.7m, generating goodwill of £454.0m.
During 2021, the Group completed the fair value review relating to its 2020 acquisitions. This review did not identify any changes to the asset base
or goodwill.
160 Croda International Plc
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Annual Report and Accounts 2021 161
Note
D
E
F
K
G
H
I
J
H
J
K
2021
£m
0.8
1.3
2020
£m
0.8
1.5
1,385.6
0.8
1,388.5
1,369.5
–
1,371.8
1,373.2
0.4
15.9
1,389.5
1,479.5
0.1
–
1,479.6
(76.1)
–
(76.1)
1,313.4
(64.9)
(0.4)
(65.3)
1,414.3
2,701.9
2,786.1
(0.2)
(525.2)
–
(525.4)
–
(495.4)
(0.7)
(496.1)
2,176.5
2,290.0
15.1
1.1
16.2
707.7
1,452.6
2,176.5
15.1
1.1
16.2
707.7
1,566.1
2,290.0
Financial statements (continued)
Company Financial Statements
Company Balance Sheet
at 31 December 2021
Fixed assets
Intangible assets
Tangible assets
Investments
Shares in Group undertakings
Retirement benefit assets
Current assets
Debtors
Deferred tax asset
Cash and cash equivalents
Current liabilities
Creditors: Amounts falling due within one year
Borrowings
Net current assets
Total assets less current liabilities
Non-current liabilities
Deferred tax liability
Borrowings
Retirement benefit liabilities
Net assets
Capital and reserves
Ordinary share capital
Preference share capital
Called up share capital
Share premium account
Reserves1
Total shareholders’ funds
1 Included within Reserves is profit after tax of £2.2m (2020: £43.0m)
The financial statements on pages 162 to 167 were approved by the Board on 28 February 2022 and signed
on its behalf by
Anita Frew
Chair
Jez Maiden
Group Finance Director
Registered in England number 206132
168 Croda International Plc
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Financial statements (continued)
Financial statements (continued)
Company Financial Statements
Company Financial Statements
Company Balance Sheet
Company Balance Sheet
at 31 December 2021
at 31 December 2021
Fixed assets
Fixed assets
Intangible assets
Intangible assets
Tangible assets
Tangible assets
Investments
Investments
Shares in Group undertakings
Shares in Group undertakings
Retirement benefit assets
Retirement benefit assets
Current assets
Current assets
Debtors
Debtors
Deferred tax asset
Deferred tax asset
Cash and cash equivalents
Cash and cash equivalents
Creditors: Amounts falling due within one year
Creditors: Amounts falling due within one year
Current liabilities
Current liabilities
Borrowings
Borrowings
Net current assets
Net current assets
Total assets less current liabilities
Total assets less current liabilities
Non-current liabilities
Non-current liabilities
Deferred tax liability
Deferred tax liability
Borrowings
Borrowings
Retirement benefit liabilities
Retirement benefit liabilities
Net assets
Net assets
Capital and reserves
Capital and reserves
Ordinary share capital
Ordinary share capital
Preference share capital
Preference share capital
Called up share capital
Called up share capital
Share premium account
Share premium account
Reserves1
Reserves1
Total shareholders’ funds
Total shareholders’ funds
1 Included within Reserves is profit after tax of £2.2m (2020: £43.0m)
1 Included within Reserves is profit after tax of £2.2m (2020: £43.0m)
The financial statements on pages 162 to 167 were approved by the Board on 28 February 2022 and signed
The financial statements on pages 162 to 167 were approved by the Board on 28 February 2022 and signed
on its behalf by
on its behalf by
Anita Frew
Anita Frew
Chair
Chair
Jez Maiden
Jez Maiden
Group Finance Director
Group Finance Director
Registered in England number 206132
Registered in England number 206132
Company Statement of Changes in Equity
for the year ended 31 December 2021
At 1 January 2020
Profit for the year attributable to equity shareholders
Other comprehensive income
Transactions with owners:
Dividends on equity shares
Share-based payments
Issue of ordinary shares
Transactions in own shares
Total transactions with owners
Total equity at 31 December 2020
At 1 January 2021
Profit for the year attributable to equity shareholders
Other comprehensive (expense)/income
Transactions with owners:
Dividends on equity shares
Share-based payments
Transactions in own shares
Total transactions with owners
Share
capital
£m
15.1
Share
premium
account
£m
93.3
Capital
redemption
reserve
£m
0.9
Note
Revaluation
reserve
£m
2.1
Other
reserves
£m
Retained
earnings
Total
£m
£m
– 1,630.7 1,742.1
8
8
–
–
–
–
1.1
–
1.1
–
–
–
–
614.4
–
614.4
16.2
707.7
16.2
707.7
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
0.9
0.9
–
–
–
–
–
–
–
–
–
–
–
–
–
2.1
2.1
–
–
–
–
–
–
–
–
–
–
–
–
–
43.0
9.7
43.0
9.7
(115.9)
2.5
–
(6.9)
(120.3)
(115.9)
2.5
615.5
(6.9)
495.2
– 1,563.1 2,290.0
– 1,563.1 2,290.0
–
(0.2)
2.2
9.1
2.2
8.9
–
–
–
–
(132.5)
10.3
(2.4)
(124.6)
(132.5)
10.3
(2.4)
(124.6)
Total equity at 31 December 2021
16.2
707.7
0.9
2.1
(0.2) 1,449.8 2,176.5
Other reserves include the Hedging Reserve of £4.0m (2020: £Nil) and the Cost of Hedging Reserve of £(4.2)m (2020: £Nil).
Of the retained earnings, £852.7m (2020: £720.0m) are realised and £597.1m (2020: £843.1m) are unrealised. Details of investments in own shares
are disclosed in note 25 of the Group financial statements.
Note
Note
D
D
E
E
F
F
K
K
G
G
H
H
I
I
J
J
H
H
J
J
K
K
2021
2021
£m
£m
0.8
0.8
1.3
1.3
0.8
0.8
2020
2020
£m
£m
0.8
0.8
1.5
1.5
–
–
1,385.6
1,385.6
1,369.5
1,369.5
1,388.5
1,388.5
1,371.8
1,371.8
1,373.2
1,373.2
1,479.5
1,479.5
0.4
0.4
15.9
15.9
0.1
0.1
–
–
1,389.5
1,389.5
1,479.6
1,479.6
(76.1)
(76.1)
–
–
(76.1)
(76.1)
(64.9)
(64.9)
(0.4)
(0.4)
(65.3)
(65.3)
1,313.4
1,313.4
1,414.3
1,414.3
2,701.9
2,701.9
2,786.1
2,786.1
(0.2)
(0.2)
(525.2)
(525.2)
–
–
(525.4)
(525.4)
–
–
(495.4)
(495.4)
(0.7)
(0.7)
(496.1)
(496.1)
2,176.5
2,176.5
2,290.0
2,290.0
15.1
15.1
1.1
1.1
16.2
16.2
707.7
707.7
1,452.6
1,452.6
2,176.5
2,176.5
15.1
15.1
1.1
1.1
16.2
16.2
707.7
707.7
1,566.1
1,566.1
2,290.0
2,290.0
168 Croda International Plc
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Annual report and Accounts 2021 169
Annual Report and Accounts 2021 163
Financial statements (continued)
Notes to the Company Financial Statements
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been applied
consistently to all years presented, unless otherwise stated.
A. Accounting policies
Basis of accounting
The Company meets the definition of a qualifying entity under Financial Reporting Standard 100 (FRS 100) issued by the Financial Reporting Council.
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”). In
preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted international
accounting standards, but makes amendments where necessary in order to comply with the Companies Act 2006 and has set out below where
advantage of the FRS 101 disclosure exemptions has been taken. The financial statements have been prepared under the historical cost convention,
in compliance with the provisions of the Act and the requirements of the Listing Rules of the Financial Conduct Authority.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under the 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 related party transactions. Where required, equivalent
disclosures are provided in the Group financial statements of Croda International Plc.
Going concern
The financial statements which appear on pages 162 to 167 have been prepared on a going concern basis as, after making appropriate enquiries,
including a review of forecasts, budgets and banking facilities, the Directors have a reasonable expectation that the Company has adequate
resources to continue in operational existence.
Principal accounting policies
The accounting policies which have been applied by the Company when preparing the financial statements are in accordance with FRS 101. FRS
101 is based on the recognition and measurement requirements of Adopted IFRSs, under which the Group financial statements have been
prepared. As a result, the accounting policies of the Company are consistent with those used by the Group as presented on pages 125 to 131,
except for those relating to the recognition and measurement of goodwill and the recognition of revenue, which are not directly relevant to the
Company financial statements. Investments are held at cost less accumulated impairment. Investments are subject to impairment testing upon
indication of impairment, at which point the carrying value is reviewed against the underlying net assets or forecast cash generation of the entity.
The Group accounting policy for financial risk factors is also relevant to the preparation of the Company financial statements and is disclosed on
pages 153 and 154.
B. Profit and loss account
Of the Group’s profit for the year, £2.2m (2020: £43.0m) is included in the profit and loss account of the Company which was approved by the
Board on 28 February 2022 but which is not presented as permitted by Section 408 Companies Act 2006.
Included in the Company profit and loss account is a charge of £0.2m (2020: £0.1m) in respect of the Company’s audit fee.
C. Employees
Company employment costs including Directors
Wages and salaries
Share-based payment charges (note L)
Social security costs
Post-retirement benefit costs
Average employee numbers by function
Production
Administration
2021
£m
13.1
5.9
1.9
0.8
21.7
2020
£m
6.7
1.2
1.1
0.7
9.7
2021
Number
2020
Number
21
41
62
15
39
54
As required by the Companies Act 2006, the figures disclosed above are weighted averages based on the number of employees including Executive
Directors. At 31 December 2021, the Company had 69 (2020: 54) employees in total.
Detailed information concerning Directors’ remuneration, interests and options is shown in section D of the Directors’ Remuneration Report, which is
subject to audit, on pages 97 to 105 which forms part of the Annual Report and Accounts.
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Financial statements (continued)
Financial statements (continued)
Notes to the Company Financial Statements
Notes to the Company Financial Statements
consistently to all years presented, unless otherwise stated.
consistently to all years presented, unless otherwise stated.
A. Accounting policies
A. Accounting policies
Basis of accounting
Basis of accounting
The Company meets the definition of a qualifying entity under Financial Reporting Standard 100 (FRS 100) issued by the Financial Reporting Council.
The Company meets the definition of a qualifying entity under Financial Reporting Standard 100 (FRS 100) issued by the Financial Reporting Council.
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”). In
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”). In
preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted international
preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted international
accounting standards, but makes amendments where necessary in order to comply with the Companies Act 2006 and has set out below where
accounting standards, but makes amendments where necessary in order to comply with the Companies Act 2006 and has set out below where
advantage of the FRS 101 disclosure exemptions has been taken. The financial statements have been prepared under the historical cost convention,
advantage of the FRS 101 disclosure exemptions has been taken. The financial statements have been prepared under the historical cost convention,
in compliance with the provisions of the Act and the requirements of the Listing Rules of the Financial Conduct Authority.
in compliance with the provisions of the Act and the requirements of the Listing Rules of the Financial Conduct Authority.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under the standard in relation to
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under the standard in relation to
share-based payments, financial instruments, capital management, presentation of comparative information in respect of certain assets,
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 related party transactions. Where required, equivalent
presentation of a cash flow statement, standards not yet effective, impairment of assets and related party transactions. Where required, equivalent
disclosures are provided in the Group financial statements of Croda International Plc.
disclosures are provided in the Group financial statements of Croda International Plc.
The financial statements which appear on pages 162 to 167 have been prepared on a going concern basis as, after making appropriate enquiries,
The financial statements which appear on pages 162 to 167 have been prepared on a going concern basis as, after making appropriate enquiries,
including a review of forecasts, budgets and banking facilities, the Directors have a reasonable expectation that the Company has adequate
including a review of forecasts, budgets and banking facilities, the Directors have a reasonable expectation that the Company has adequate
Going concern
Going concern
resources to continue in operational existence.
resources to continue in operational existence.
Principal accounting policies
Principal accounting policies
The accounting policies which have been applied by the Company when preparing the financial statements are in accordance with FRS 101. FRS
The accounting policies which have been applied by the Company when preparing the financial statements are in accordance with FRS 101. FRS
101 is based on the recognition and measurement requirements of Adopted IFRSs, under which the Group financial statements have been
101 is based on the recognition and measurement requirements of Adopted IFRSs, under which the Group financial statements have been
prepared. As a result, the accounting policies of the Company are consistent with those used by the Group as presented on pages 125 to 131,
prepared. As a result, the accounting policies of the Company are consistent with those used by the Group as presented on pages 125 to 131,
except for those relating to the recognition and measurement of goodwill and the recognition of revenue, which are not directly relevant to the
except for those relating to the recognition and measurement of goodwill and the recognition of revenue, which are not directly relevant to the
Company financial statements. Investments are held at cost less accumulated impairment. Investments are subject to impairment testing upon
Company financial statements. Investments are held at cost less accumulated impairment. Investments are subject to impairment testing upon
indication of impairment, at which point the carrying value is reviewed against the underlying net assets or forecast cash generation of the entity.
indication of impairment, at which point the carrying value is reviewed against the underlying net assets or forecast cash generation of the entity.
The Group accounting policy for financial risk factors is also relevant to the preparation of the Company financial statements and is disclosed on
The Group accounting policy for financial risk factors is also relevant to the preparation of the Company financial statements and is disclosed on
Of the Group’s profit for the year, £2.2m (2020: £43.0m) is included in the profit and loss account of the Company which was approved by the
Of the Group’s profit for the year, £2.2m (2020: £43.0m) is included in the profit and loss account of the Company which was approved by the
Board on 28 February 2022 but which is not presented as permitted by Section 408 Companies Act 2006.
Board on 28 February 2022 but which is not presented as permitted by Section 408 Companies Act 2006.
Included in the Company profit and loss account is a charge of £0.2m (2020: £0.1m) in respect of the Company’s audit fee.
Included in the Company profit and loss account is a charge of £0.2m (2020: £0.1m) in respect of the Company’s audit fee.
pages 153 and 154.
pages 153 and 154.
B. Profit and loss account
B. Profit and loss account
C. Employees
C. Employees
Company employment costs including Directors
Company employment costs including Directors
Wages and salaries
Wages and salaries
Share-based payment charges (note L)
Share-based payment charges (note L)
Social security costs
Social security costs
Post-retirement benefit costs
Post-retirement benefit costs
Average employee numbers by function
Average employee numbers by function
Production
Production
Administration
Administration
2021
2021
£m
£m
13.1
13.1
5.9
5.9
1.9
1.9
0.8
0.8
21.7
21.7
21
21
41
41
62
62
2020
2020
£m
£m
6.7
6.7
1.2
1.2
1.1
1.1
0.7
0.7
9.7
9.7
15
15
39
39
54
54
2021
2021
Number
Number
2020
2020
Number
Number
As required by the Companies Act 2006, the figures disclosed above are weighted averages based on the number of employees including Executive
As required by the Companies Act 2006, the figures disclosed above are weighted averages based on the number of employees including Executive
Directors. At 31 December 2021, the Company had 69 (2020: 54) employees in total.
Directors. At 31 December 2021, the Company had 69 (2020: 54) employees in total.
Detailed information concerning Directors’ remuneration, interests and options is shown in section D of the Directors’ Remuneration Report, which is
Detailed information concerning Directors’ remuneration, interests and options is shown in section D of the Directors’ Remuneration Report, which is
subject to audit, on pages 97 to 105 which forms part of the Annual Report and Accounts.
subject to audit, on pages 97 to 105 which forms part of the Annual Report and Accounts.
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been applied
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been applied
D. Intangible assets
Cost
At 1 January 2021
Additions
At 31 December 2021
Accumulated amortisation
At 1 January 2021
Charge for the year
At 31 December 2021
Net carrying amount
At 31 December 2021
At 31 December 2020
E. Tangible assets
Cost
At 1 January 2021
Disposals
At 31 December 2021
Accumulated depreciation
At 1 January 2021
Charge for the year
Disposals
At 31 December 2021
Net book amount
At 31 December 2021
At 31 December 2020
F. Shares in Group undertakings
Cost
At 1 January 2021
Exchange differences
Additions
Amounts repaid
At 31 December 2021
Impairment
At 1 January 2021
Impairment in the year
At 31 December 2021
Net book value
At 31 December 2021
At 31 December 2020
Computer
software
£m
1.6
0.2
1.8
0.8
0.2
1.0
0.8
0.8
Total
£m
4.0
(0.2)
3.8
2.5
0.2
(0.2)
2.5
1.3
1.5
Total
£m
1,398.8
(6.3)
153.1
(130.7)
1,414.9
Land and
buildings
£m
Plant and
equipment
£m
2.2
–
2.2
1.5
–
–
1.5
0.7
0.7
1.8
(0.2)
1.6
1.0
0.2
(0.2)
1.0
0.6
0.8
Shares
£m
1,111.3
–
4.9
(0.3)
1,115.9
Loans
£m
287.5
(6.3)
148.2
(130.4)
299.0
27.8
–
27.8
1.5
–
1.5
29.3
–
29.3
1,088.1
1,083.5
297.5
286.0
1,385.6
1,369.5
The undertakings which affect the financial statements are listed on pages 168 to 170.
Additions to shares in the year of £0.5m relate to the continued investment in Cowick Insurance Services Ltd and £4.4m of capital contributions in
relation to share-based payments.
The Directors believe that the carrying value of the investments is supported by their underlying net assets or forecast cash generation.
170 Croda International Plc
170 Croda International Plc
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Annual report and Accounts 2021
Annual report and Accounts 2021
Annual Report and Accounts 2021
164
Croda International Plc
Croda International Plc
Annual report and Accounts 2021 171
Annual Report and Accounts 2021 165
Financial statements (continued)
Notes to the Company Financial Statements (continued)
G. Debtors
Amounts owed by Group undertakings
Corporation tax
Other receivables
Prepayments
2021
£m
1,325.2
46.4
–
1.6
1,373.2
2020
£m
1,452.2
27.0
0.1
0.2
1,479.5
Although the amounts owed by Group undertakings have no fixed date of repayment, £1,324.6m (2020: £1,450.2m) is expected to be collected
after one year. Of the amount at 31 December 2021, £1,324.1m will continue to attract interest from 1 January 2022 at a floating rate based on the
main facility agreement. The remainder will continue to be interest free.
H. Deferred tax
The deferred tax (liabilities)/assets included in the balance sheet are attributable to the following:
Retirement benefit obligations
Cash flow hedging
The movement on deferred tax balances during the year is summarised as follows:
At 1 January
Deferred tax credited/(charged) through the profit and loss account
Deferred tax charged to other comprehensive income
At 31 December
2021
£m
(0.2)
0.4
0.2
0.1
0.3
(0.2)
0.2
Deferred tax assets were recognised in all cases where such assets arose, as it was probable that the assets would be recovered.
I. Creditors: Amounts falling due within one year
Amounts falling due within one year
Trade payables
Taxation and social security
Amounts owed to Group undertakings
Other payables
Accruals and deferred income
The amounts owed to Group undertakings are interest free, unsecured and have no fixed date of repayment.
2021
£m
0.5
2.2
54.6
3.3
15.5
76.1
2020
£m
0.1
–
0.1
0.4
(0.2)
(0.1)
0.1
2020
£m
2.3
1.5
51.0
3.3
6.8
64.9
172 Croda International Plc
166
Croda International Plc
Annual report and Accounts 2021
Annual Report and Accounts 2021
i
F
n
a
n
c
a
i
l
s
t
a
t
e
m
e
n
t
s
Financial statements (continued)
Financial statements (continued)
Notes to the Company Financial Statements (continued)
Notes to the Company Financial Statements (continued)
G. Debtors
G. Debtors
Corporation tax
Corporation tax
Other receivables
Other receivables
Prepayments
Prepayments
Amounts owed by Group undertakings
Amounts owed by Group undertakings
1,325.2
1,325.2
1,452.2
1,452.2
Although the amounts owed by Group undertakings have no fixed date of repayment, £1,324.6m (2020: £1,450.2m) is expected to be collected
Although the amounts owed by Group undertakings have no fixed date of repayment, £1,324.6m (2020: £1,450.2m) is expected to be collected
after one year. Of the amount at 31 December 2021, £1,324.1m will continue to attract interest from 1 January 2022 at a floating rate based on the
after one year. Of the amount at 31 December 2021, £1,324.1m will continue to attract interest from 1 January 2022 at a floating rate based on the
main facility agreement. The remainder will continue to be interest free.
main facility agreement. The remainder will continue to be interest free.
H. Deferred tax
H. Deferred tax
The deferred tax (liabilities)/assets included in the balance sheet are attributable to the following:
The deferred tax (liabilities)/assets included in the balance sheet are attributable to the following:
1,373.2
1,373.2
1,479.5
1,479.5
Retirement benefit obligations
Retirement benefit obligations
Cash flow hedging
Cash flow hedging
The movement on deferred tax balances during the year is summarised as follows:
The movement on deferred tax balances during the year is summarised as follows:
Deferred tax credited/(charged) through the profit and loss account
Deferred tax credited/(charged) through the profit and loss account
Deferred tax charged to other comprehensive income
Deferred tax charged to other comprehensive income
At 1 January
At 1 January
At 31 December
At 31 December
Amounts falling due within one year
Amounts falling due within one year
Trade payables
Trade payables
Taxation and social security
Taxation and social security
Amounts owed to Group undertakings
Amounts owed to Group undertakings
Other payables
Other payables
Accruals and deferred income
Accruals and deferred income
The amounts owed to Group undertakings are interest free, unsecured and have no fixed date of repayment.
The amounts owed to Group undertakings are interest free, unsecured and have no fixed date of repayment.
2021
2021
£m
£m
46.4
46.4
–
–
1.6
1.6
2021
2021
£m
£m
(0.2)
(0.2)
0.4
0.4
0.2
0.2
0.1
0.1
0.3
0.3
(0.2)
(0.2)
0.2
0.2
2021
2021
£m
£m
0.5
0.5
2.2
2.2
54.6
54.6
3.3
3.3
15.5
15.5
76.1
76.1
2020
2020
£m
£m
27.0
27.0
0.1
0.1
0.2
0.2
2020
2020
£m
£m
0.1
0.1
–
–
0.1
0.1
0.4
0.4
(0.2)
(0.2)
(0.1)
(0.1)
0.1
0.1
2020
2020
£m
£m
2.3
2.3
1.5
1.5
51.0
51.0
3.3
3.3
6.8
6.8
64.9
64.9
J. Borrowings
The Company’s objectives, policies and strategies in respect of financial instruments are outlined in the accounting policies note on page 130 which
forms part of the Annual Report and Accounts. Short-term receivables and payables have been excluded from all of the following disclosures.
Maturity profile of financial liabilities
2019 Club facility due 2026
€30m 1.08% fixed rate 7 year note
€70m 1.43% fixed rate 10 year note
£30m 2.54% fixed rate 7 year note
£70m 2.80% fixed rate 10 year note
€50m 1.18% fixed rate 8 year note
£65m 2.46% fixed rate 8 year note
Bank loans and overdrafts repayable on demand
Repayments fall due as follows:
Within one year
Bank loans and overdrafts
After more than one year
Loans repayable
Within one to five years
After five years
2021
£m
234.4
25.2
58.7
30.0
70.0
41.9
65.0
–
525.2
2020
£m
196.1
26.8
62.7
30.0
70.0
44.8
65.0
0.4
495.8
–
–
0.4
0.4
418.3
106.9
525.2
252.9
242.5
495.4
Deferred tax assets were recognised in all cases where such assets arose, as it was probable that the assets would be recovered.
Deferred tax assets were recognised in all cases where such assets arose, as it was probable that the assets would be recovered.
I. Creditors: Amounts falling due within one year
I. Creditors: Amounts falling due within one year
K. Post-retirement benefits
In line with the requirements of FRS 101, the Company recognises its share of the UK pension scheme assets and liabilities based on the number of
scheme members. A full reconciliation of the Group retirement benefit obligation can be found in note 11 of the Group financial statements on pages
139 to 143. The table below shows the movement in the obligation during the year.
Opening balance:
Assets
Liabilities
Net opening retirement benefit liability
Movements in the year:
Service cost – current
Contributions
Remeasurements
Closing balance
2021
£m
56.0
(56.7)
(0.7)
(0.8)
0.8
1.5
0.8
2020
£m
53.2
(55.2)
(2.0)
(0.7)
1.4
0.6
(0.7)
L. Share-based payments
The total charge for the year in respect of share-based remuneration schemes was £5.9m (2020: £1.2m). The grant by the Company of options over
its equity instruments to the employees of subsidiary undertakings in the Group is treated as a capital contribution. The fair value of employee
services received, measured by reference to the grant date fair value, is recognised over the vesting period as an increase to investment in
subsidiary undertakings, with a corresponding credit to equity.
The key elements of each scheme along with the assumptions employed to arrive at the charge in the profit and loss account are set
out in note 23 to the Group financial statements.
M. Contingent liabilities
The Company has guaranteed loan capital and bank overdrafts of subsidiary undertakings amounting to £272.3m (2020: £285.3m).
N. Dividends
Details of dividends are disclosed in note 8 of the Group financial statements.
O. Related party transactions
The Company has taken advantage of the exemption available under FRS 101 from disclosing transactions with other Group undertakings.
There were no other related party transactions during the year. Information on the Group can be found in note 27 on page 160 of the Group
financial statements.
172 Croda International Plc
172 Croda International Plc
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Annual report and Accounts 2021
Annual report and Accounts 2021
Annual Report and Accounts 2021
166
Croda International Plc
Croda International Plc
Annual report and Accounts 2021 173
Annual Report and Accounts 2021 167
Other information
Related Undertakings
Related undertakings of Croda International Plc
All companies listed below are owned by the Group and all interests are in ordinary share capital, except where otherwise indicated.
All subsidiaries have been consolidated. All companies operate principally in their country of incorporation. Unless otherwise indicated,
all shareholdings represent 100% of the issued share capital of the subsidiary.
Wholly owned subsidiaries:
Incorporated in the UK
Cowick Hall, Snaith, Goole, East Yorkshire, DN14 9AA
Bio Futures Limited (vii)
Brookstone Chemicals Limited (viii)
Cowick Hall Trustees Limited (xi)
Croda (Goole) Limited (viii)
Croda Application Chemicals Limited (viii)
Croda Bakery Services Limited (viii)
Croda Bowmans Chemicals Limited (v) (viii)
Croda CE Limited (viii)
Croda Chemicals Limited (viii)
Croda Colloids Limited (viii)
Croda Cosmetics & Toiletries Limited (i) (v) (viii)
Croda Cosmetics (Europe) Limited (iii) (viii)
Croda Distillates Limited (i) (x)
Croda Enterprises Limited (viii)
Croda Europe Limited (i) (vii)
Croda Fire Fighting Chemicals Limited (viii)
Croda Food Services Limited (viii)
Croda Foundation (xiv)
Croda Hydrocarbons Limited (viii)
Croda Investments Limited (ix)
Croda Investments No 2 Limited (ix)
Croda Investments No 3 Limited (ix)
Croda JDH Limited (viii)
Croda Leek Limited (viii)
Croda Limited (viii)
Croda Overseas Holdings Limited (i) (ix)
Croda Pension Trustees Limited (viii)
Croda Polymers International Limited (i) (ix)
Croda Resins Limited (viii)
Croda Solvents Limited (iii) (iv) (viii)
Croda Trustees Limited (viii)
Croda Universal Limited (viii)
Croda World Traders Limited (i) (v) (viii)
Equus UK Holding Limited (vii)
Equus UK Topco Limited (i) (vii)
P.I. Bioscience Limited (vii)
Plant Impact Limited (ix)
John L Seaton & Co Limited (viii)
Southerton Investments Limited (i) (viii)
Sowerby & Co Limited (viii)
Technical and Analytical Services Limited (i) (viii)
Uniqema Limited (i) (viii)
Uniqema UK Limited (i) (viii)
c/o Cutitronics Limited, Torus Building, Rankine Avenue,
Scottish Enterprise Technology Park, East Kilbride, G75 0QF
Croda (CPI) Limited (ix)
Incorporated in China
Unit BCD, 19 Floor, Urban City Center, No.45,
Nanchang Road, Shanghai
Croda China Trading Company Ltd (vii)
No. 2 Xiang Shan Avenue, Ning Xi Street, Zeng Cheng District,
Guangzhou, China
Croda Iberchem (Guangzhou) Fragrance and Flavour Manufacturing Co.,
Ltd (vi) (viii)
Unit 501, 5th floor (actual 4th floor), Nominal floor, Block B (No.1
Building), No.3 Linhong Road, Changning District, Shanghai
Croda (Shanghai) Specialty Materials Co., Ltd (vii)
191 Dong Jiang Street, GET Development Zone, 510730 Guangzhou
Guangzhou Iberchem, Co. Ltd (vii)
2nd Floor, No. 21, Eastern of Yonyou Industrial Park, No. 9 Yongfeng
Road, Haidian District, Beijing
Incotec (Beijing) Agricultural Technology Co. Ltd (vii)
No.3 Plant, No.202, Huashan Road, Modern Industrial Zone, Tianjin
Development Zone, Tianjin
Incotec (Tianjin) Agricultural Science & Technology Co. Ltd (vii)
No.656 East Tangxun Road, Economic-Technological Development
Zone, Mianyang, Sichuan 621000
Sichuan Xihe Rape Seed Industry Co., Ltd (vii)
No.139, Jianqing Road, Pu'an Town, Jiange County Guangyuan,
Sichuan, 628300
Sichuan Xiyuan Grease Chemical Co., Ltd (vii)
Incorporated in France
9, rue Jean Monnet, 28630 Fontenay Sur Eure
Alban Muller International (vii)
1, rue de Lapugnoy, 62920 Chocques
Croda Chocques SAS (vii)
Futura III, 1, avenue de Westphalie, 78180 Montigny-le-Bretonneux
Croda France SAS (vii)
Croda Holdings France SAS (ix)
Zone artisanale, 48230 Chanac
Crodarom SAS (vii)
29 rue du Chemin Vert, 78610, Le Perray en Yvelines
Sederma SAS (vii)
Incorporated in the Netherlands
Buurtje 1, 2802 BE Gouda
AM Coatings BV (v) (viii)
Croda EU BV (ix)
Croda Nederland B.V. (vii)
Westeinde 107, 1601 BL Enkhuizen
Incotec Europe B.V. (vii)
Incotec Group B.V. (i) (ix)
Incotec Holding B.V. (ix)
174 Croda International Plc
168
Croda International Plc
Annual report and Accounts 2021
Annual Report and Accounts 2021
Related undertakings of Croda International Plc
All companies listed below are owned by the Group and all interests are in ordinary share capital, except where otherwise indicated.
All subsidiaries have been consolidated. All companies operate principally in their country of incorporation. Unless otherwise indicated,
all shareholdings represent 100% of the issued share capital of the subsidiary.
Cowick Hall, Snaith, Goole, East Yorkshire, DN14 9AA
Unit BCD, 19 Floor, Urban City Center, No.45,
Incorporated in China
Nanchang Road, Shanghai
Croda China Trading Company Ltd (vii)
No. 2 Xiang Shan Avenue, Ning Xi Street, Zeng Cheng District,
Croda Iberchem (Guangzhou) Fragrance and Flavour Manufacturing Co.,
Guangzhou, China
Ltd (vi) (viii)
Unit 501, 5th floor (actual 4th floor), Nominal floor, Block B (No.1
Building), No.3 Linhong Road, Changning District, Shanghai
Croda (Shanghai) Specialty Materials Co., Ltd (vii)
191 Dong Jiang Street, GET Development Zone, 510730 Guangzhou
Guangzhou Iberchem, Co. Ltd (vii)
2nd Floor, No. 21, Eastern of Yonyou Industrial Park, No. 9 Yongfeng
Road, Haidian District, Beijing
Incotec (Beijing) Agricultural Technology Co. Ltd (vii)
No.3 Plant, No.202, Huashan Road, Modern Industrial Zone, Tianjin
Development Zone, Tianjin
Incotec (Tianjin) Agricultural Science & Technology Co. Ltd (vii)
No.656 East Tangxun Road, Economic-Technological Development
Zone, Mianyang, Sichuan 621000
Sichuan Xihe Rape Seed Industry Co., Ltd (vii)
No.139, Jianqing Road, Pu'an Town, Jiange County Guangyuan,
Sichuan, 628300
Sichuan Xiyuan Grease Chemical Co., Ltd (vii)
Incorporated in France
9, rue Jean Monnet, 28630 Fontenay Sur Eure
Alban Muller International (vii)
1, rue de Lapugnoy, 62920 Chocques
Croda Chocques SAS (vii)
Futura III, 1, avenue de Westphalie, 78180 Montigny-le-Bretonneux
Croda France SAS (vii)
Croda Holdings France SAS (ix)
Zone artisanale, 48230 Chanac
Crodarom SAS (vii)
29 rue du Chemin Vert, 78610, Le Perray en Yvelines
Sederma SAS (vii)
Technical and Analytical Services Limited (i) (viii)
Uniqema Limited (i) (viii)
Uniqema UK Limited (i) (viii)
c/o Cutitronics Limited, Torus Building, Rankine Avenue,
Scottish Enterprise Technology Park, East Kilbride, G75 0QF
Croda (CPI) Limited (ix)
Incorporated in the Netherlands
Buurtje 1, 2802 BE Gouda
AM Coatings BV (v) (viii)
Croda EU BV (ix)
Croda Nederland B.V. (vii)
Westeinde 107, 1601 BL Enkhuizen
Incotec Europe B.V. (vii)
Incotec Group B.V. (i) (ix)
Incotec Holding B.V. (ix)
Other information
Related Undertakings
Wholly owned subsidiaries:
Incorporated in the UK
Bio Futures Limited (vii)
Brookstone Chemicals Limited (viii)
Cowick Hall Trustees Limited (xi)
Croda (Goole) Limited (viii)
Croda Application Chemicals Limited (viii)
Croda Bakery Services Limited (viii)
Croda Bowmans Chemicals Limited (v) (viii)
Croda CE Limited (viii)
Croda Chemicals Limited (viii)
Croda Colloids Limited (viii)
Croda Cosmetics & Toiletries Limited (i) (v) (viii)
Croda Cosmetics (Europe) Limited (iii) (viii)
Croda Distillates Limited (i) (x)
Croda Enterprises Limited (viii)
Croda Europe Limited (i) (vii)
Croda Fire Fighting Chemicals Limited (viii)
Croda Food Services Limited (viii)
Croda Foundation (xiv)
Croda Hydrocarbons Limited (viii)
Croda Investments Limited (ix)
Croda Investments No 2 Limited (ix)
Croda Investments No 3 Limited (ix)
Croda JDH Limited (viii)
Croda Leek Limited (viii)
Croda Limited (viii)
Croda Overseas Holdings Limited (i) (ix)
Croda Pension Trustees Limited (viii)
Croda Polymers International Limited (i) (ix)
Croda Resins Limited (viii)
Croda Solvents Limited (iii) (iv) (viii)
Croda Trustees Limited (viii)
Croda Universal Limited (viii)
Croda World Traders Limited (i) (v) (viii)
Equus UK Holding Limited (vii)
Equus UK Topco Limited (i) (vii)
P.I. Bioscience Limited (vii)
Plant Impact Limited (ix)
John L Seaton & Co Limited (viii)
Southerton Investments Limited (i) (viii)
Sowerby & Co Limited (viii)
174 Croda International Plc
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Annual report and Accounts 2021
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168
O
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a
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i
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n
Incorporated in the USA
700 Industrial Park Drive, Alabaster, AL 35007
Avanti Polar Lipids, LLC (vii)
777 Scudders Mill Road, Building 2, Suite 200, Plainsboro,
NJ 08536
Croda Americas LLC (viii)
Croda Finance Inc (viii)
Croda Inc. (vii)
Croda Inks Corp (viii)
Croda Investments Inc (ix)
Croda Storage Inc (viii)
Croda Synthetic Chemicals Inc (ix)
Mona Industries Inc (viii)
Sederma Inc (vii)
1293 Harkins Road, Salinas, CA 93901
Incotec Integrated Coating and Seed Technology, Inc. (vii)
Incorporated in other overseas countries
Argentina – Office Dardo Rocha 2044, 1640, Martinez, Buenos Aires
Croda Argentina SA (vii)
Australia – Suite 2, Level 6, 111 Phillip Street, Parramatta, NSW 2150
Croda Australia Pty Ltd (vii)
Brazil – Rua Croda, 580, Distrito Industrial, Campinas, São Paulo,
CEP 13.074-710
Croda do Brasil Ltda (vii)
Brazil – AFAS Adviser Consultores Associados Ltda, Rua Manuel de
Nóbrega, 1.280, 10º andar, Paraíso, São Paulo, CEP 04001-902
Iberchem Brazil Participaçoes Ltda (viii)
Canada – 1700 Langstaff Road, Suite 1000, Vaughan,
Ontario, L4K 3S3
Croda Canada Ltd (vii)
Chile – Los Militares 4611, 17th Floor – 7560968, Las Condes,
Santiago
Croda Chile Ltda (vi) (vii)
Colombia – Calle 90 # 19-41 Office 601, Bogotá
Croda Colombia (ii) (vii)
Colombia – Aut. Medellín km. 7, Bodega 88-02, Celta Trade Park,
Funza, Cundinamarca
Iberchem Colombia SAS(vii)
Czech Republic – Praha 5, Pekarˇská 603/12, 150 00
Croda Spol. s.r.o (vii)
Denmark – Elsenbakken 23, 3600 Frederikssund
Croda Denmark A/S (vii)
Finland – Hepolamminkatu 29, 33720 Tampere
IonPhasE Oy (vii)
Germany – Herrenpfad Süd 33, 41334 Nettetal
Croda GmbH (vii)
Sederma GmbH (vii)
Germany – Dr.-Hans-Wilhelmi-Weg 1, 35633 Lahnau
Rewitec GmbH (vii)
Hong Kong – Room 908, East Ocean Centre, No.9 Science Museum
Road, Tsim Sha Tsui, East Kowloon
Croda Hong Kong Company Ltd (vii)
Hong Kong – Kreston CAC CPA Ltd, Rooms 2702-3, 27th Floor, Bank
of East Asia Harbour View Centre, 56 Gloucester Road, Wan Chai
IonPhaseE (H.K.) Limited (vii)
Hungary – 1117 Budapest XI, Bölcso utca 6. 1. emelet 4.
Croda Magyarorszag Kft (i) (vii)
India – Plot No. 1/1, Part TTC Industrial Area, Thane Belapur Road,
Koparkhairne, Navi Mumbai 400710, Maharashtra
Croda India Company Private Ltd (i) (vii)
India – 38/A, Radhe Industrial Estate, Tajpur Road, Changodar
382213, Ahmedabad
Iberchem India Ltd (vii)
India – 47, Mahagujarat Industrial Estate, Opp. Pharma Lab, Sarkhej-
Bavla Highway, At. Moraiya, Ta. Sanand, Ahmedabad-382213,
Gujarat
Integrated Coating and Seed Technology India Pvt. Ltd (vii)
Indonesia – Kawasan Industri Jababeka, Jl. Jababeka IV Blok V Kav
74-75, Cikarang Bekasi 17530
PT Croda Indonesia (iii) (iv) (vii)
Indonesia – Palma Tower , 17th Floor, Jl. RA Kartini II-S Kav.6 ,
Jakarta 12310
PT Croda Trading Indonesia (vii)
Indonesia – Pusat Niaga Terpadu, JI. Daan Mogot Raya Km 19, 6
Blok GG8N, 15122 Tangerang
PT Scentium Flavours (vii)
Iran – Apt. 305, 3rd Floor, No 14 Golestan Avenue, Alikhani Avenue,
Southern Shiraz Street, Tehran
Croda Pars Trading Co (vii)
Italy – Via P. Grocco 915, 27036 Mortara
Croda Italiana S.p.A. (vii)
Italy – Via del Commercio, 2, Desio (MB)
Iberchem Italia SRL (vii)
Japan – 7-1 Nishi-shinjuku 3-chome, Shinjuku-ku, Tokyo 163-1001
Croda Japan KK (i) (vii)
Malaysia – 6 Jalan Anggerik Mokara 31/54, Kota Kemuning, Section
31, 40460 Shah Alam, Selangor Darul Ehsan
Flavor Inn Corporation Sdn Bhd (vii)
Mexico – Hamburgo 213, Piso 10, Colonia Juárez, Delegacion
Cuauhtémoc, D.F., C.P. 06600
Croda México SA de CV (vii)
Mexico – Alfredo Nobel No. 3, 3 y 4, Col. Fraccionamiento Industrial
Los Reyes, Estado de México, 54073 Tlalnepantla
Iberchem Mexico SA de CV (vii)
Nigeria – Landmark Towers, 5B, Water Corporation Road, Victoria
Island, Lagos
Croda SI&T Nigeria Limited (vii)
Peru – Av. Juan de Aliaga 425 Of. 401, Magdalena del Mar
Croda Peruana S.A.C (vii)
Poland – ul. Wadowicka 6, 30-415 Kraków
Croda Poland Sp. z o.o. (i) (vii)
Guernsey – PO Box 33, Dorey Court, Admiral Park, St Peter Port, GY1
4AT
Cowick Insurance Services Ltd (i) (xii)
Republic of Korea – Rm. 1201, 12th Floor, 42, Hwang Sae UI-Ro 360
Beon-Gil, Bun Dang-Gu, Seong Nam-Si, Gyeong Gi-Do, 13591
Croda Korea (ii) (vii)
Croda International Plc
Annual report and Accounts 2021 175
Annual Report and Accounts 2021 169
Croda International Plc
Other information (continued)
Related Undertakings (continued)
Incorporated in other overseas countries ccoonnttiinnuueedd
Russian Federation – Office 1333, 16 Raketnyi bulvar, Moscow,
129164
Croda RUS LLC (vii)
Singapore – 30 Seraya Avenue, Singapore 627884
Croda Singapore Pte Ltd (i) (v) (vii)
Singapore – 2 International Business Park, #04-06 The Strategy
(Tower 1)
Iberchem Far East Pte Ltd (vii)
South Africa – Clearwater Estate Office Park, Block G, Corner of
Atlas & Park Road, Parkhaven Ext 8, Boksburg 1459
Croda (SA) (Pty) Ltd (vii)
Incotec South Africa (Pty.) Ltd (vii)
South Africa – 5 Marconi Nook, Hennopspark, Centurion, 0157
Iberchem South Africa (Pty) Ltd (vii)
Non-wholly owned subsidiaries, associates and
investments:
Incorporated in the UK
3 Huxley Road, Surrey Research Park, Guildford, GU2 7RE
SiSaf Ltd
3.89%
Incorporated in other overseas countries
Brazil – Rua das Sementes nr. 291, Holambra, State of São Paulo
Incotec America do Sul Tecnologia em Sementes Ltda. (vii) 99.99%
China – No 656 East Tangxun Road Economic and Technological
Development Zone Miangyang Sichuan
Croda Sipo (Sichuan) Co., Ltd (vii)
65.00%
China – 2nd Industrial Road (E), Changleng Foreign Investment
Industrial Park II, Xinjian County, Nanchang City, Jiangxi, 330100
Nanchang Xinduomei Bio-Technology Co.,Ltd (vii)
70.00%
Spain – Plaza. Francesc Macià, 7, 7ºB, 08029 Barcelona
Croda Ibérica SA (vii)
France – 51 avenue Louison Bobet, 06130 Grasse
Parfex (vii)
99.47%
Spain – Avenida del Descubrimiento, Parcela 9/9, Polígono I, 30820
Alcantarilla, Murcia
Fragrance Spanish Topco, S.L. (ix)
Iberchem SA (vii)
Sweden – Geijersgatan 2B, 216 18 Limhamn
Croda Nordica AB (vii)
MX Adjuvac AB (xiii)
Vietnam – Room # 606A, Floor 6th, Centre Point Building 106 Nguyen
Van Troi Street, Ward 8, Phu Nhuan District,
Ho Chi Minh City
The Representative Office of Croda Singapore Pte Ltd in
Ho Chi Minh City (ii) (vii)
Indonesia – Pusat Niaga Terpadu, JI. Daan Mogot Raya Km 19, 6
Blok GG8N, 15122 Tangerang
PT Iberchem Indonesia Fragrances (vii)
98.00%
Indonesia – Pusat Niaga Terpadu, Blok EE 8A, Jl, Daan Mogot, Raya,
Km.19, Tangerang, 15122, Jakarta West Java, Indonesia
PT Inti Berkah Chemindo (viii)
51.00%
Spain – Avenida de Holanda, Parcela 12/14, Polígono Industrial Las
Salinas, 30840 Alhama de Murcia, Murcia
Scentium Flavours, S.L. (vii)
98.60%
Sweden – Scheelevägen 22, 22363 Lund
Enza Biotech AB (xiii)
88.00%
Thailand – 319 Chamchuri Square Building, 16th Floor, Unit 13-
14, Payathai Road, Patumwan, Bangkok 10330
Croda (Thailand) Co., Ltd (i) (vii)
Tunisia – 39, rue Jamel Abdennaceur, Z.I. Borj Cédria, Bir El Bey, BP
69, 2055 Ben Arous
Iberchem Tunisie S.A.R.L. (vii)
63.70%
Turkey – Yeşiltepe Mahallesi İsmetinönü-2 Cad. No:2/57 Tepebaşi,
Eskişehir
Entekno Industrial, Technological and Nano Materials Corp. 9.00%
United Arab Emirates – Units 2601 & 2602, Al Manara Tower, Al Abraj
St., Business Bay, P.O. Box 191160, Dubai
The Essence of Nature F&F Trading LLC (vii)
49.00%
Thailand – No. 41/87 Moo 6 Bangna Trad Road Km. 16.5, Bangcha
long-Sub District, Bangplee District, 10540 Bangkok, Samutprakarn
Province
Iberchem Thailand Ltd (vii)
Turkey – Nidakule Göztepe Is¸ Merkezi, Merdivenköy Mahallesi, Bora
Sokak, No: 1 Kat:2/5 Kadıköy 34732, Istanbul
Croda Kimya Ticaret Limited Şirketi (vii)
United Arab Emirates – P. O. BOX 17916, Office 1209, 1210 & 1211,
12th Floor, Jafza One, Tower B, Jebel Ali Free Zone, Dubai
Croda Middle East FZE (vii)
Zimbabwe – 4a Knightsbridge Crescent, Highlands, Harare
Croda Chemicals Zimbabwe Pvt Ltd (viii)
Classifications Key
Companies owned directly by Croda International Plc
(i).
Branch office
(ii).
(iii).
A Ordinary
(iv). B Ordinary
(v).
(vi). No share capital, share of profits
(vii). Manufacture, sales or distribution of speciality chemicals, or of seed treatment
Preference including cumulative, non-cumulative and redeemable shares
services and products, or fragrances and flavours compositions
Property holding company
Trustee
(viii). Dormant
(ix). Holding company
(x).
(xi).
(xii). Captive insurance company
(xiii). Research enterprise
(xiv). Not consolidated; Company limited by Guarantee and not having a Share Capital
176 Croda International Plc
170
Croda International Plc
Annual report and Accounts 2021
Annual Report and Accounts 2021
SiSaf Ltd
3.89%
2022 Preference dividend payments
30 June 2022
Shareholder Information
2022 Annual General Meeting
2021 Final ordinary dividend payment
2022 Half year results announcement
20 May 2022
6 June 2022
26 July 2022
2022 Interim ordinary dividend payment
4 October 2022
2022 Full year results announcement
7 March 2023
31 December 2022
Investor relations
Shareholders can now get up to
date information on Stock Exchange
announcements, key dates in the corporate
calendar, the Croda share price and brokers’
estimates by visiting our corporate website at
www.croda.com and clicking on the section
called ‘Investors’.
Dividend reinvestment plan (‘DRIP’)
Ordinary shareholders may wish to know
about this plan, which allows you to use
your dividends to buy further shares in
Croda. The DRIP is offered to UK
shareholders only by Link Group which is
authorised and regulated by the Financial
Conduct Authority.
Shareholders can receive shareholder
communications electronically by
registering on the Registrars’ website,
www.signalshares.com and following the
instructions. To register, shareholders will
require their investor code (IVC): this is an
11 digit number starting with five or six zeros
and can be found on your dividend tax
voucher or your share certificate. Receiving
corporate communications by email has
a number of benefits including being
more environmentally friendly, reducing
unnecessary waste, faster notification of
information to shareholders and eventually
leading to a reduction in company costs.
Shareholders who register on the above
website can also check their shareholding,
view their dividend history, choose their
dividend options, register changes of
address and dividend mandate instructions.
Share price information
The latest ordinary share price is available on
our website at www.croda.com.
The middle market values of the listed share
capital at 31 December 2021, or last date
traded*, were as follows:
Ordinary shares
5.9% preference shares
6.6% preference shares
10045p
105.5p*
106.5p*
For information and an application pack
please call 0371 664 0381. Calls are charged
at the standard geographic rate and will vary
by provider. Calls outside the United
Kingdom will be charged at the applicable
international rate. Lines are open 9.00am to
5.30pm, Monday to Friday, excluding public
holidays in England and Wales. From outside
the UK dial +44 (0)208 639 3402).
Alternatively you can email
shares@linkgroup.co.uk or log on to
www.signalshares.com.
Payment of dividends
You can arrange to have your dividends paid
direct to your bank account. This means that:
• your dividend reaches your bank account
on the payment date;
• it is more secure – cheques can
sometimes get lost in the post;
• you don’t have the inconvenience of
depositing a cheque; and
• helps reduce cheque fraud.
If you have a UK bank account you can
sign up to this service on Signal Shares
(www.signalshares.com by clicking on
‘your dividend options’ and following the
on-screen instructions) or by contacting
the Customer Support Centre.
Other information (continued)
Related Undertakings (continued)
Incorporated in other overseas countries ccoonnttiinnuueedd
Non-wholly owned subsidiaries, associates and
Russian Federation – Office 1333, 16 Raketnyi bulvar, Moscow,
129164
Croda RUS LLC (vii)
Singapore – 30 Seraya Avenue, Singapore 627884
Croda Singapore Pte Ltd (i) (v) (vii)
investments:
Incorporated in the UK
3 Huxley Road, Surrey Research Park, Guildford, GU2 7RE
Singapore – 2 International Business Park, #04-06 The Strategy
Incorporated in other overseas countries
(Tower 1)
Iberchem Far East Pte Ltd (vii)
South Africa – Clearwater Estate Office Park, Block G, Corner of
Atlas & Park Road, Parkhaven Ext 8, Boksburg 1459
Croda (SA) (Pty) Ltd (vii)
Incotec South Africa (Pty.) Ltd (vii)
South Africa – 5 Marconi Nook, Hennopspark, Centurion, 0157
Iberchem South Africa (Pty) Ltd (vii)
Brazil – Rua das Sementes nr. 291, Holambra, State of São Paulo
Incotec America do Sul Tecnologia em Sementes Ltda. (vii) 99.99%
China – No 656 East Tangxun Road Economic and Technological
Development Zone Miangyang Sichuan
Croda Sipo (Sichuan) Co., Ltd (vii)
65.00%
China – 2nd Industrial Road (E), Changleng Foreign Investment
Industrial Park II, Xinjian County, Nanchang City, Jiangxi, 330100
Nanchang Xinduomei Bio-Technology Co.,Ltd (vii)
70.00%
Spain – Plaza. Francesc Macià, 7, 7ºB, 08029 Barcelona
France – 51 avenue Louison Bobet, 06130 Grasse
Croda Ibérica SA (vii)
Parfex (vii)
Spain – Avenida del Descubrimiento, Parcela 9/9, Polígono I, 30820
Indonesia – Pusat Niaga Terpadu, JI. Daan Mogot Raya Km 19, 6
Alcantarilla, Murcia
Fragrance Spanish Topco, S.L. (ix)
Iberchem SA (vii)
Sweden – Geijersgatan 2B, 216 18 Limhamn
Croda Nordica AB (vii)
MX Adjuvac AB (xiii)
Ho Chi Minh City
Ho Chi Minh City (ii) (vii)
Vietnam – Room # 606A, Floor 6th, Centre Point Building 106 Nguyen
Van Troi Street, Ward 8, Phu Nhuan District,
Blok GG8N, 15122 Tangerang
PT Iberchem Indonesia Fragrances (vii)
Indonesia – Pusat Niaga Terpadu, Blok EE 8A, Jl, Daan Mogot, Raya,
Km.19, Tangerang, 15122, Jakarta West Java, Indonesia
PT Inti Berkah Chemindo (viii)
Spain – Avenida de Holanda, Parcela 12/14, Polígono Industrial Las
Salinas, 30840 Alhama de Murcia, Murcia
Scentium Flavours, S.L. (vii)
The Representative Office of Croda Singapore Pte Ltd in
Sweden – Scheelevägen 22, 22363 Lund
Enza Biotech AB (xiii)
Thailand – 319 Chamchuri Square Building, 16th Floor, Unit 13-
14, Payathai Road, Patumwan, Bangkok 10330
Croda (Thailand) Co., Ltd (i) (vii)
69, 2055 Ben Arous
Iberchem Tunisie S.A.R.L. (vii)
Tunisia – 39, rue Jamel Abdennaceur, Z.I. Borj Cédria, Bir El Bey, BP
Thailand – No. 41/87 Moo 6 Bangna Trad Road Km. 16.5, Bangcha
long-Sub District, Bangplee District, 10540 Bangkok, Samutprakarn
Eskişehir
Turkey – Yeşiltepe Mahallesi İsmetinönü-2 Cad. No:2/57 Tepebaşi,
99.47%
98.00%
51.00%
98.60%
88.00%
63.70%
Entekno Industrial, Technological and Nano Materials Corp. 9.00%
United Arab Emirates – Units 2601 & 2602, Al Manara Tower, Al Abraj
St., Business Bay, P.O. Box 191160, Dubai
The Essence of Nature F&F Trading LLC (vii)
49.00%
Province
Iberchem Thailand Ltd (vii)
Turkey – Nidakule Göztepe Is¸ Merkezi, Merdivenköy Mahallesi, Bora
Sokak, No: 1 Kat:2/5 Kadıköy 34732, Istanbul
Croda Kimya Ticaret Limited Şirketi (vii)
United Arab Emirates – P. O. BOX 17916, Office 1209, 1210 & 1211,
12th Floor, Jafza One, Tower B, Jebel Ali Free Zone, Dubai
Croda Middle East FZE (vii)
Zimbabwe – 4a Knightsbridge Crescent, Highlands, Harare
Croda Chemicals Zimbabwe Pvt Ltd (viii)
Companies owned directly by Croda International Plc
Classifications Key
(i).
(ii).
(iii).
(v).
Branch office
A Ordinary
(iv). B Ordinary
Preference including cumulative, non-cumulative and redeemable shares
(vi). No share capital, share of profits
(vii). Manufacture, sales or distribution of speciality chemicals, or of seed treatment
services and products, or fragrances and flavours compositions
(viii). Dormant
(ix). Holding company
Property holding company
(x).
(xi).
Trustee
(xii). Captive insurance company
(xiii). Research enterprise
(xiv). Not consolidated; Company limited by Guarantee and not having a Share Capital
176 Croda International Plc
Croda International Plc
Annual report and Accounts 2021
Annual Report and Accounts 2021
170
O
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i
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f
o
r
m
a
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Overseas shareholders – choose
to receive your next dividend in
your local currency
If you live outside the UK, Link has partnered
with Deutsche Bank to provide you with a
service that will convert Sterling dividends
into your local currency at a competitive rate.
You can choose to receive payment directly
to your local bank account or alternatively
you can be sent a currency draft. You can
sign up to this service on Signal Shares
(www.signalshares.com by clicking on
‘your dividend options’ and following the
on-screen instructions) or by contacting
the Customer Support Centre. For further
information contact Link:
By phone – UK 0371 664 0300, from
overseas +44 (0)371 664 0300. Calls are
charged at the standard geographic rate and
will vary by provider. Calls outside the United
Kingdom will be charged at the applicable
international rate. Lines are open 9.00am to
5.30pm, Monday to Friday, excluding public
holidays in England and Wales.
By email – ips@linkgroup.co.uk
Relating to beneficial owners of
shares with ‘information rights’
Please note that beneficial owners of
shares who have been nominated by the
registered holder of those shares to
receive information rights under section
146 of the Companies Act 2006 are
required to direct all communications to
the registered holder of their shares rather
than to the Company’s registrar, Link
Group, or to the Company directly.
Share fraud warning
Fraudsters use persuasive and high-pressure
tactics to lure investors into scams. They
may offer to sell shares that turn out to be
worthless or non-existent, or to buy shares at
an inflated price in return for an upfront
payment. While high profits are promised, if
you buy or sell shares in this way you will
probably lose your money.
5,000 people contact the Financial Conduct
Authority (‘FCA’) about share fraud each
year, with victims losing an average
of £20,000.
Croda International Plc
Annual report and Accounts 2021 177
Annual Report and Accounts 2021 171
Croda International Plc
Other information (continued)
Shareholder Information (continued)
Secretary and Registered Office
Tom Brophy (Company Secretary)
Cowick Hall, Snaith, Goole, East Yorkshire
DN14 9AA
Tel: +44 (0)1405 860551
Fax: +44 (0)1405 861767
Website: www.croda.com
Registered in England number 206132
Registrars
Link Group
10th Floor, Central Square, 29 Wellington
Street, Leeds, LS1 4DL
Tel:
0371 664 0300 (from UK)
+44 (0)371 664 0300 (from overseas)
Calls are charged at the standard geographic
rate and will vary by provider. Calls outside
the United Kingdom will be charged at the
applicable international rate; lines are open
9.00am to 5.30pm, Monday to Friday
excluding public holidays in England
and Wales.
Fax:
Website: www.linkgroup.eu
Email:
enquiries@linkgroup.co.uk
+ 44 (0)1484 601512
Independent Auditors
KPMG LLP
15 Canada Square, London, E14 5GL
Principal Financial Advisers
Morgan Stanley & Co. International plc
Principal Solicitors
Freshfields Bruckhaus Deringer LLP
Stockbrokers
Morgan Stanley & Co. International plc
HSBC Bank plc
Financial PR Advisers
Teneo
How to avoid share fraud
• Keep in mind that firms authorised by the
FCA are unlikely to contact you out of the
blue with an offer to buy or sell shares.
• Do not get into a conversation, note the
name of the person and firm contacting
you and then end the call.
• Check the Financial Services Register
at www.fca.org.uk to see if the person
and firm contacting you is authorised by
the FCA.
• Beware of fraudsters claiming to be from
an authorised firm, copying its website or
giving you false contact details.
• Use the firm’s contact details listed on the
Register if you want to call it back.
• Call the FCA on 0800 111 6768 if the firm
does not have contact details on the
Register or you are told they are out
of date.
• Search the list of unauthorised firms to
avoid at www.fca.org.uk/scams.
• Consider that if you buy or sell shares from
an unauthorised firm you will not have
access to the Financial Ombudsman
Service or Financial Services
Compensation Scheme.
• Think about getting independent financial
and professional advice before you hand
over any money.
• Remember: if it sounds too good to be
true, it probably is!
Report a scam
If you are approached by fraudsters please
tell the FCA using the share fraud reporting
form at www.fca.org.uk/scams, where you
can find out more about investment scams.
You can also call the FCA Consumer
Helpline on 0800 111 6768.
If you have already paid money to share
fraudsters you should contact Action Fraud
on 0300 123 2040.
178 Croda International Plc
172
Croda International Plc
Annual report and Accounts 2021
Annual Report and Accounts 2021
Other information (continued)
Shareholder Information (continued)
How to avoid share fraud
Secretary and Registered Office
• Keep in mind that firms authorised by the
Tom Brophy (Company Secretary)
FCA are unlikely to contact you out of the
Cowick Hall, Snaith, Goole, East Yorkshire
blue with an offer to buy or sell shares.
DN14 9AA
• Do not get into a conversation, note the
name of the person and firm contacting
you and then end the call.
• Check the Financial Services Register
at www.fca.org.uk to see if the person
and firm contacting you is authorised by
the FCA.
Tel: +44 (0)1405 860551
Fax: +44 (0)1405 861767
Website: www.croda.com
Registered in England number 206132
Registrars
Link Group
• Beware of fraudsters claiming to be from
an authorised firm, copying its website or
Street, Leeds, LS1 4DL
Tel:
0371 664 0300 (from UK)
10th Floor, Central Square, 29 Wellington
giving you false contact details.
• Use the firm’s contact details listed on the
Register if you want to call it back.
• Call the FCA on 0800 111 6768 if the firm
does not have contact details on the
Register or you are told they are out
of date.
• Search the list of unauthorised firms to
avoid at www.fca.org.uk/scams.
• Consider that if you buy or sell shares from
an unauthorised firm you will not have
access to the Financial Ombudsman
Service or Financial Services
Compensation Scheme.
+44 (0)371 664 0300 (from overseas)
Calls are charged at the standard geographic
rate and will vary by provider. Calls outside
the United Kingdom will be charged at the
applicable international rate; lines are open
9.00am to 5.30pm, Monday to Friday
excluding public holidays in England
and Wales.
Fax:
+ 44 (0)1484 601512
Website: www.linkgroup.eu
Email:
enquiries@linkgroup.co.uk
Independent Auditors
KPMG LLP
15 Canada Square, London, E14 5GL
• Think about getting independent financial
and professional advice before you hand
Principal Financial Advisers
Morgan Stanley & Co. International plc
• Remember: if it sounds too good to be
over any money.
true, it probably is!
Report a scam
If you are approached by fraudsters please
tell the FCA using the share fraud reporting
form at www.fca.org.uk/scams, where you
can find out more about investment scams.
You can also call the FCA Consumer
Helpline on 0800 111 6768.
If you have already paid money to share
fraudsters you should contact Action Fraud
on 0300 123 2040.
Principal Solicitors
Freshfields Bruckhaus Deringer LLP
Stockbrokers
Morgan Stanley & Co. International plc
HSBC Bank plc
Financial PR Advisers
Teneo
Other Information
Five Year Record
Earnings
Turnover
Covenant EBITDA4
Adjusted operating profit1
Adjusted profit before tax1
Profit after tax
Profit attributable to owners of the parent
Return on sales1 (%)
Effective tax rate1 (%)
Adjusted earnings per share1
Ordinary dividends per share
Net debt/Covenant EBITDA
Covenant EBITDA interest cover2
Summarised Balance Sheet
Intangible assets, property, plant and equipment and investments
Inventories
Trade and other receivables
Trade and other payables
Capital employed
Tax, provisions and other
Retirement benefit assets/(liabilities)
Shareholders’ funds
Non-controlling interests
Net assets
Net debt
Invested capital
Return on capital
Adjusted operating profit net of tax1
Invested capital
Adjustments for:
Goodwill previously written off to reserves
Accumulated amortisation of acquired intangible assets
Adjusted invested capital
Average adjusted invested capital3
Return on invested capital (ROIC) (%)
Post-tax cost of capital (%)
Charge for invested capital
Economic value added1
O
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f
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i
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2021
£m
1,889.6
591.4
468.6
445.2
322.8
320.8
24.8
21.2
Pence
250.0
100.0
Times
1.4
22.4
2021
£m
2,350.9
443.0
337.9
(370.3)
2,761.5
(180.3)
7.9
2,589.1
1,753.1
12.8
1,765.9
823.2
2,589.1
2020
£m
1,390.3
433.4
319.6
300.6
201.6
201.6
23.0
24.1
Pence
175.5
91.0
Times
1.8
22.5
2020
£m
2,297.8
302.6
289.9
(267.6)
2,622.7
(194.8)
(32.3)
2,395.6
1,585.8
9.3
1,595.1
800.5
2,395.6
2019
£m
1,377.7
402.9
339.7
322.1
223.8
223.9
24.7
25.6
Pence
185.0
90.0
Times
1.4
23.3
2019
£m
1,301.4
268.9
216.8
(164.7)
1,622.4
(131.1)
(75.0)
1,416.3
861.6
7.0
868.6
547.7
1,416.3
2018
£m
1,386.9
408.6
342.5
331.5
238.3
238.5
24.7
24.6
Pence
190.2
87.0
Times
1.0
29.8
2018
£m
1,240.0
287.2
233.6
(191.3)
1,569.5
(127.5)
(18.5)
1,423.5
990.5
7.5
998.0
425.5
1,423.5
2017
£m
1,373.1
398.1
332.2
320.3
236.7
237.0
24.2
26.8
Pence
179.0
81.0
Times
1.0
29.9
2017
£m
1,072.5
258.5
202.2
(202.5)
1,330.7
(88.8)
(30.5)
1,211.4
822.3
7.6
829.9
381.5
1,211.4
2021
£m
369.2
2020
£m
242.6
2019
£m
252.8
2018
£m
258.2
2017
£m
243.2
2,589.1
2,395.6
1,416.3
1,423.5
1,211.4
50.2
70.6
2,709.9
2,596.0
14.2
50.2
36.3
2,482.1
1,665.6
14.6
50.2
22.7
1,489.2
1,488.9
17.0
50.2
14.8
1,488.5
1,343.6
19.2
50.2
8.2
1,269.8
1,148.6
21.2
6.4
(166.1)
203.1
6.2
(103.3)
139.3
6.2
(92.3)
160.5
5.1
(68.5)
189.7
4.8
(55.1)
188.1
Interest excludes net interest on retirement benefit liabilities
1 Before exceptional items, amortisation of intangible assets arising on acquisition and the tax thereon where applicable
2
3 The Group acquired Avanti Polar Lipids, LLC on 12 August 2020 and Fragrance Spanish Topco, S.L. (‘Iberchem’) on 24 November 2020. Given the value of the acquisitions, the Group’s measure
of average adjusted invested capital for 2020 has been adjusted for the related weighted average impact. The Group acquired Brenntag Biosector A/S on 28 December 2018. Given the value of
the acquisition and its proximity to the balance sheet date, the Group’s measure of average adjusted invested capital for 2018 has been adjusted for the related impact
4 Covenant EBITDA is EBITDA as defined in the Finance Review but before share-based payment charges and the loss on associates. Covenant EBITDA is also adjusted to reflect the annualised
impact of acquisitions in the period.
The five year record is presented based on the applicable accounting standards at the relevant reporting date.
178 Croda International Plc
Croda International Plc
Annual report and Accounts 2021
Annual Report and Accounts 2021
172
Croda International Plc
Croda International Plc
Annual report and Accounts 2021 179
Annual Report and Accounts 2021 173
Glossary
Adjusted
Before exceptional items, amortisation of intangible
assets arising on acquisition and the tax thereon
where applicable
AGM
ALM
Annual General Meeting
Asset-Liability Matching
Bio-based Carbon containing, from renewable, non-fossil sources
CARE
Career Average Revalued Earnings
CDP
CEO
CGU
Carbon Disclosure Project
Chief Executive Officer
Cash Generating Unit
CIPEBT
Croda International Plc Employee Benefit Trust
IFRS
IIRC
IP
ISO
ISSB
IT
KPI
LDI
International Financial Reporting Standards
International Integrated Reporting Council
Intellectual Property
International Organization for Standardization
International Sustainability Standards Board
Information Technology
Key Performance Indicator
Liability driven investment
M&A
Mergers and acquisitions
Market
sectors
Consumer Care, Life Sciences, Performance
Technologies, Industrial Chemicals
Code
CO2
CO2e
Constant
currency
CPI
CPS
DRIP
DBSP
EBITDA
EBT
EPS
EU
EVA
F&F
FCA
FRC
FRS
FSP
FTSE
GDPR
GHG
Scope 1
emissions
Scope 2
emissions
Scope 3
emissions
GMP
HMRC
IASB
Financial Reporting Council’s 2018 UK Corporate
Governance Code
NCI
Non-controlling interest
Carbon dioxide
Carbon dioxide equivalent
Current year results for existing business translated at
the prior year’s average exchange rates and include the
impact of acquisitions
Net debt
Borrowings and other financial liabilities less cash
and cash equivalents
NGO
NPP
PSP
Non-governmental Organisation
New and protected products
Performance Share Plan
Consumer Price Index
Croda Pension Scheme
Dividend Reinvestment Plan
Deferred Bonus Share Plan
Earnings Before Interest, Taxation, Depreciation
and Amortisation
Employee Benefit Trust
Earnings per share
European Union
Economic Value Added
Fragrances and Flavours
Financial Conduct Authority
Financial Reporting Council
Financial Reporting Standard
Free Share Plan
Financial Times Stock Exchange
General Data Protection Regulation
Greenhouse gas
Direct emissions from our own, or controlled sources
Indirect emissions from the generation of purchased
electricity, steam, heating and cooling
All other indirect emissions that occur in our
value chain
Good Manufacturing Practice
HM Revenue & Customs
International Accounting Standards Board
QUEST
Croda International Plc Qualifying Share Ownership Trust
R&D
Research and Development
Return on
sales
Adjusted operating profit divided by revenue
RFT
ROIC
RPI
RSP
RSPO
SASB
SBT
SDGs
SHE
SHEQ
SIP
SMEs
STEM
TCFD
Te
TeCO2e
TRIR
TSR
UV
VRF
WACC
WHO
Right first time
Return on Invested Capital
Retail Price Index
Restricted Share Plan
Roundtable on Sustainable Palm Oil
Sustainability Accounting Standards Board
Science Based Targets
United Nations Sustainable Development Goals
Safety, health, environment
Safety, health, environment, quality
Share Incentive Plan
Small and Medium Enterprises
Science, technology, engineering and mathematics
Task Force on Climate-related Financial Disclosure
Tonnes
Tonnes carbon dioxide equivalent
Total Recordable Injury Rate
Total shareholder return
Ultraviolet
Value Reporting Foundation
Weighted Average Cost of Capital
World Health Organization
174
Croda International Plc
Annual Report and Accounts 2021
Adjusted
Before exceptional items, amortisation of intangible
International Financial Reporting Standards
assets arising on acquisition and the tax thereon
Bio-based Carbon containing, from renewable, non-fossil sources
CARE
Career Average Revalued Earnings
CIPEBT
Croda International Plc Employee Benefit Trust
Code
Financial Reporting Council’s 2018 UK Corporate
Constant
currency
Current year results for existing business translated at
the prior year’s average exchange rates and include the
EBITDA
Earnings Before Interest, Taxation, Depreciation
where applicable
Annual General Meeting
Asset-Liability Matching
Carbon Disclosure Project
Chief Executive Officer
Cash Generating Unit
Governance Code
Carbon dioxide
Carbon dioxide equivalent
impact of acquisitions
Consumer Price Index
Croda Pension Scheme
Dividend Reinvestment Plan
Deferred Bonus Share Plan
and Amortisation
Employee Benefit Trust
Earnings per share
European Union
Economic Value Added
Fragrances and Flavours
Financial Conduct Authority
Financial Reporting Council
Financial Reporting Standard
Free Share Plan
Glossary
AGM
ALM
CDP
CEO
CGU
CO2
CO2e
CPI
CPS
DRIP
DBSP
EBT
EPS
EU
EVA
F&F
FCA
FRC
FRS
FSP
FTSE
GDPR
GHG
Scope 1
emissions
Scope 2
emissions
Scope 3
emissions
GMP
HMRC
IASB
Direct emissions from our own, or controlled sources
Tonnes
Financial Times Stock Exchange
General Data Protection Regulation
Greenhouse gas
Indirect emissions from the generation of purchased
electricity, steam, heating and cooling
All other indirect emissions that occur in our
value chain
Good Manufacturing Practice
HM Revenue & Customs
International Accounting Standards Board
IFRS
IIRC
IP
ISO
ISSB
IT
KPI
LDI
NGO
NPP
PSP
sales
RFT
ROIC
RPI
RSP
RSPO
SASB
SBT
SDGs
SHE
SHEQ
SIP
SMEs
STEM
TCFD
Te
TeCO2e
TRIR
TSR
UV
VRF
WACC
WHO
International Integrated Reporting Council
Intellectual Property
International Organization for Standardization
International Sustainability Standards Board
Information Technology
Key Performance Indicator
Liability driven investment
M&A
Mergers and acquisitions
Market
sectors
Consumer Care, Life Sciences, Performance
Technologies, Industrial Chemicals
NCI
Non-controlling interest
Net debt
Borrowings and other financial liabilities less cash
and cash equivalents
Non-governmental Organisation
New and protected products
Performance Share Plan
QUEST
Croda International Plc Qualifying Share Ownership Trust
R&D
Research and Development
Return on
Adjusted operating profit divided by revenue
Right first time
Return on Invested Capital
Retail Price Index
Restricted Share Plan
Roundtable on Sustainable Palm Oil
Sustainability Accounting Standards Board
Science Based Targets
United Nations Sustainable Development Goals
Safety, health, environment
Safety, health, environment, quality
Share Incentive Plan
Small and Medium Enterprises
Science, technology, engineering and mathematics
Task Force on Climate-related Financial Disclosure
Tonnes carbon dioxide equivalent
Total Recordable Injury Rate
Total shareholder return
Ultraviolet
Value Reporting Foundation
Weighted Average Cost of Capital
World Health Organization
174
Croda International Plc
Annual Report and Accounts 2021
Cautionary Statement
The information in this publication is believed to be accurate at the date
of its publication and is given in good faith but no representation or
warranty as to its completeness or accuracy is made. Suggestions in
this publication are merely opinions. Some statements and in particular
forward-looking statements, by their nature, involve risks and uncertainties
because they relate to events and depend on circumstances that will or
may occur in the future and actual results may differ from those
expressed in such statements as they depend on a variety of factors
outside the control of Croda International Plc. No part of this publication
should be treated as an invitation or inducement to invest in the shares
of Croda International Plc and should not be relied upon when making
investment decisions.
Designed and produced by
Black Sun Plc.
This Report is printed on UPM
Fine Offset which has been
independently certified according
to the rules of the Forest
Stewardship Council® (FSC®).
Printed in the UK by Pureprint,
a CarbonNeutral® company.
Both manufacturing paper mill and
the printer are registered to the
Environmental Management System
ISO 14001:2004 and are Forest
Stewardship Council® (FSC)
chain-of-custody certified.
Registered office
Croda International Plc
Cowick Hall
Snaith
Goole
East Yorkshire
DN14 9AA
England
T +44 (0)1405 860551
www.croda.com
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