Meeting global challenges
Capturing new opportunities
Annual Report and Accounts 2022
A
n
n
u
a
l
R
e
p
o
r
t
a
n
d
A
c
c
o
u
n
t
s
2
0
2
2
Contents
Strategic report
At a glance
Chair’s statement
Chief Executive’s review
Purpose
Business model
Stakeholder engagement
People and culture
Strategy
Megatrends
Sector reviews
Investor proposition
Finance review
Key performance indicators
Risk
Long-term viability statement
Non-financial disclosure
Directors’ report
Corporate governance
Report of the Nomination Committee
Report of the Audit Committee
Report of the Remuneration Committee
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
12
14
18
20
22
24
34
43
44
48
52
59
60
70
92
96
102
141
145
159
164
172
202
204
208
211
213
214
Highlights in 2022
Sales
£2,089.3m
2021: £1,889.6m
Adjusted profit
before tax (PBT)
£496.1m
2021: £445.2m
Ordinary dividend
(proposed full year)
+8.0%
2021: +9.9%
Land area saved
(hectares)
145,709
2021: 125,958
Sales growth
(constant currency)
+5.2%
2021: +43.2%
IFRS profit before tax
(PBT)
£780.0m
2021: £411.5m
Scope 1 & 2 emissions
(TeCO2e)
121,093
2021: 133,899
Total Recordable
Injury Rate
0.74
2021: 0.76 (restated)
Note: We use a number of Alternative Performance Measures (APMs) to assist in
presenting information in this report in an easily analysable and comparable form.
APMs are defined in the Finance Review on page 47.
Sustainability is embedded into how we operate as a business and sustainability related content is interwoven throughout this report.
This report forms part of a wider reporting suite and the table below details where to find certain disclosures within this suite.
Information
provided
Sustainability
Commitment progress
Non-financial
information statement
TCFD
GRI
SASB review
Principal Adverse
Impact Statement
Annual
Report
Sustainability
Report
Non-financial
data pack
Fundamentals
factsheets
www.croda.com
Meeting global
challenges
Capturing new
opportunities
The world is facing global challenges
that will shape our lives, consumer
demands and technology megatrends
for generations to come.
By applying our Purpose and using Smart
science to improve livesTM we can rise to
the challenges society faces, capturing
new opportunities for growth.
Living sustainably within
our planetary boundaries
Positively impacting everyday life
Consumer Care
For more information
See pages 28-29
Global demand for health
and wellbeing
Pioneering the future of Pharma
Life Sciences – Pharma
Feeding a growing population
and restoring nature
For more information on the
global challenges
See pages 24-26
For more information
See pages 30-31
Innovating for sustainable
agriculture
Life Sciences – Crop Care
For more information
See pages 32-33
How this report is structured
Our strategic report includes three core sections to communicate our story and how we are
addressing global challenges and capturing new opportunities for growth:
Strength in our
foundations
See pages 2-23
Exploring
new horizons
See pages 24-33
Delivering consistent
outperformance
See pages 34-51
Our Purpose, culture, business model and strategy underpin our success
and provide us with strong foundations.
We are repositioning our portfolio to be more closely aligned with the powerful
megatrends that are reshaping our markets, creating new growth opportunities,
where we can apply our smart science to improve lives.
These pages cover our performance in 2022, demonstrating consistent
execution against our strategy and commitment to be Climate,
Land and People Positive by 2030.
Croda International Plc Annual Report and Accounts 2022
1
Strategic report Strength in our foundations
At a glance
A balanced global footprint
About us
Croda is the name behind some of
the world’s most successful brands.
We combine our knowledge, passion
and entrepreneurial spirit to create,
make and sell innovative ingredients that
are relied on by industries and consumers
around the world.
Where we operate
We operate globally with a balanced
footprint across 92 sites, constituting global
manufacturing, with local sales offices and
innovation centres. Our footprint balances
the need for efficient manufacturing
operations with our desire to be close to
customers. Our 24 principal manufacturing
sites are complemented by 19 local
manufacturing sites that typically support
our Fragrances and Flavours and Seed
Enhancement businesses. All our locations
have externally validated decarbonisation
roadmaps in place.
North America
5 manufacturing sites
6 innovation centres
6 sales offices
Latin America
5 manufacturing sites
6 innovation centres
11 sales offices
Key
Principal manufacturing site
Other manufacturing site
Innovation centre
Sales office
Our Purpose
We provide practical solutions to help
address some of the world’s biggest
challenges. Our Purpose,
Smart science to improve livesTM,
underpins everything we do.
Our Commitment
We are committed to being the world’s
most sustainable supplier of innovative
ingredients by becoming Climate, Land
and People Positive by 2030. The United
Nations Sustainability Development Goals
(SDGs) underpin our approach.
For more information
on our Purpose
See pages 12-13
Employees by region
Asia
1,526
Latin America
454
North America
961
Europe, Middle
East & Africa
2,884
2
Croda International Plc Annual Report and Accounts 2022
Our markets
Consumer Care
Positively impacting everyday life
We develop innovative and sustainable
ingredients that provide vital functionality
to Consumer Care formulations, enabling
customers to differentiate their products.
Life Sciences
Pharma
Pioneering the future of Pharma
We develop components and systems
for the delivery of Active Pharmaceutical
Ingredients (APIs), enabling delivery of
the next generation of biologic
drugs and vaccines.
Crop Care
Innovating for sustainable
agriculture
We are an innovation partner to crop
science companies, developing
delivery systems to meet the
sustainability challenges and
enable next generation solutions.
Europe, Middle East & Africa
18 manufacturing sites
21 innovation centres
28 sales offices
Asia
15 manufacturing sites
13 innovation centres
25 sales offices
Sales by region
Sales by sector
Asia
£484.6m
Latin America
£204.1m
North America
£529.9m
Europe, Middle
East & Africa
£870.7m
Life Sciences
£682.3m
Consumer Care
£897.8m
Industrial
Specialties
£509.2m
See page 42 for a
description of the role
of Industrial Specialties.
Croda International Plc Annual Report and Accounts 2022
3
Strategic report Strength in our foundations
Chair’s statement
Strong foundations, new horizons
and a consistent track record
Board, for their hard work, dedication and customer
focus. Thirdly, we are benefitting our communities,
through our long-standing volunteering programme
and educational outreach. In addition, the Croda
Foundation has approved over £1.1m in funding
for 13 projects and distributed £1.8m of restricted
health care grants to vaccine and health infrastructure
projects in South Asia, Africa and Brazil. Collectively
these projects are benefitting over 14.9 million lives,
including indigenous tribes in the Amazon as outlined
in the case study to the right.
People-first culture
Croda has always had a unique culture, built on
customer intimacy and innovation, and reflecting
an entrepreneurial spirit. Promoting this ‘One Croda’
culture and our values is important to our long-term
success; in our decentralised model, this allows
decisions to be taken close to customers, making
us more agile, whilst delivering the governance and
consistency we expect. Our culture is also enabling
us successfully to onboard new employees with over
3,000 new employees joining Croda either through
recruitment or acquisition since the end of 2019.
Our employee survey is delivering consistently high
engagement scores. The Board is also promoting
diversity, with a target to achieve gender balance in
leadership roles by 2030. 2022 saw women occupy
38% of these roles (2021: 36%).
An experienced Board
Alongside having an effective and challenging Board, I
am pleased that the Board has met gender and ethnic
diversity commitments under the Parker and Hampton
Alexander Reviews. We have also expanded the skill
set of our Non-Executive Directors (NEDs) to reflect
Croda’s journey to a ‘pure play’ focus on Consumer
Care and Life Sciences. During 2022, we welcomed
Nawal Ouzren, CEO of biopharmaceutical company
Sensorion, as a NED.
The 2023 AGM will see the retirement of two Board
colleagues. Dr Helena Ganczakowski retires after nine
years of NED service, having served as Chair of the
Remuneration Committee and Senior Independent
Director. Jez Maiden retires after eight years as Group
Finance Director, to be replaced by Louisa Burdett,
who joined the Board this January and who was, until
recently, Chief Financial Officer of Meggitt Plc.
On behalf of the Board, I would like to thank both
Helena and Jez for their outstanding contributions to
the development and growth of Croda and for the
diligence, intellect and thoughtful manner in which
they have approached their roles. With our recent
appointments, your Board has the diversity of
experience to provide effective oversight and guidance
as Croda enters its next phase of growth.
Dame Anita Frew DBE, Chair
“Croda has always had a unique
culture, built on customer intimacy
and innovation, and reflecting an
entrepreneurial spirit.”
Ordinary dividend
+8.0%
(2021: +9.9%)
Lives benefitted by
Croda Foundation
14.9m
Strength in our foundations
Following Croda’s significant strategic transition over
recent years we have a compelling, focused portfolio,
operating in attractive market niches with long-term
trends creating valuable growth opportunities.
This Annual Report sets out how we are meeting
the global challenges of today and capturing these
new opportunities. Given Croda’s long history of
successful development, this journey is explored
through our strong foundations, new horizons
and consistent outperformance.
Purpose-led
Our Purpose is the bedrock of our approach.
Firstly, 2022 has seen us strive to deliver more for
our customers, working closely with our partners
to overcome global supply chain and demand
challenges. The second year of our global survey
showed an improvement in our customer rating.
Secondly, we have looked after our employees in the
face of escalating living costs – already a living wage
employer, in 2022 we added new benefits, such as
free private health care for all UK employees and
one-off payments that benefitted many of our lower
paid employees the most. All employees globally were
gifted 10 Croda shares under our Free Share Plan,
enabling them to share in Croda’s success as
shareholders, and recognising that our success is
driven by our people, whom I thank on behalf of the
4
Croda International Plc Annual Report and Accounts 2022
Established business model
Croda has a well established and powerful business
model, founded on a direct sales force who build
relationships with customers and provide insights into
new opportunities, that are key to developing new
products. We are a leading innovator in our markets,
with a technology portfolio differentiated by valuable
know-how, giving our ingredients unique
characteristics. We leverage this portfolio to target fast
growth niches, where our innovative and sustainable
ingredients are valued through higher margins. This
business model is enabling successful implementation
of our strategy and consistent outperformance.
Exploring new horizons
Whilst our Purpose remains constant and our culture
and business model have developed with new
challenges, our strategy has continued to evolve.
Working together over the last two years, the Board
and Executive Committee have repositioned Croda’s
portfolio to deliver future growth.
This repositioning is capturing new opportunities by
refocusing the business away from maturing markets
in order to capitalise on the future megatrends.
In the consumer care market, sustainability is the
biggest single driver over the next decade, accelerating
the demand for sustainable ingredients. The life
sciences market is being driven by the rise of biologics,
complex molecules that are already transforming
medicine and will transform agriculture over the next
decade. Through our strategy implementation,
including recent acquisitions and the successful
divestment of most of our industrial business during
2022, we are responding to these megatrends, and
becoming a pure play company focused on high value
niches in Consumer Care and Life Sciences. This is
creating a higher margin, higher return, less cyclical,
more knowledge intensive, and lower carbon intensive
business.
The divestment has also released capital to invest
in scaling our consumer, pharma and crop care
technologies. In line with our capital allocation policy,
we are focused on reinvesting the proceeds in organic
capital investment, leveraging the exciting growth
opportunities in these markets. In 2022, we were
pleased to agree co-investment programmes with the
US and UK governments, recognising the importance
of our pharma technologies to pandemic preparedness
and drug discovery. Supporting our organic investment
programme, we are continuing to explore opportunities
in adjacent technologies that can further enhance our
consumer and life science portfolio.
Alongside enhanced investment, we are also committed
to providing regular, growing returns to shareholders.
The Board has proposed an 8% increase in the full year
ordinary dividend and will continue to monitor the
Group’s ongoing capital requirements alongside any
surplus capital, in line with our policy.
For more information
on our people
and culture
See pages 20-21
Delivering consistent outperformance
Croda continued its consistent outperformance in
2022, despite challenging economic conditions
resulting from the conflict in Ukraine, energy crisis
and supply chain inflation. For the first time, we have
delivered over £2bn in sales and more than £500m in
adjusted operating profit. This has reflected continued
exciting growth across our Life Sciences sector, as
well as our geographic footprint and broader portfolio
in Consumer Care, providing a resilient platform.
Importantly, we continued to invest, stepping up
innovation with a focus on ‘big bet’ projects, and
enhancing our leadership in sustainability, as customers
look for sustainable alternatives that current suppliers
cannot offer. Most important is that everyone within our
business is kept safe; we maintained our behavioural
safety performance in 2022 and, in 2023, have
introduced safety improvement as a measure within
the annual bonus scheme for the first time.
With our strong foundations, new horizons and
consistent track record of outperformance, we look
forward to the future with confidence.
Dame Anita Frew DBE, Chair
Agroforestry in the Amazon
The Croda Foundation is supporting an Instituto Amazonas agroforestry
project, which aims to revive traditional agriculture practices among indigenous
tribes, improving food security and protecting their cultural heritage and
environment. Targeting six tribes in Mato Grosso in the Brazilian Amazonia,
this project will reach approximately 7,400 people and will use education
programmes to build confidence in traditional agricultural methods.
Scan this QR code
to read more
Croda International Plc Annual Report and Accounts 2022
5
Strategic report
Strength in our foundations
Chief Executive’s review
Powerful operating model and consistent
execution deliver record performance
Adjusted operating profit was also higher in Industrial
Specialties, benefitting from strong trading ahead of
the divestment of the majority of its Performance
Technologies and Industrial Chemicals (PTIC)
business midway through the year. Through this
divestment, and the acquisitions in recent years,
Croda has significantly repositioned to be more
closely aligned with the powerful megatrends that are
reshaping our markets. We are becoming a pure play
company, focused on high value niches in consumer
care and life science markets. This is creating a
stronger margin, higher return, less cyclical and lower
carbon intensive business. We are also more knowledge
intensive, with exciting customer and technology
innovation pipelines, particularly in sustainable solutions
and drug delivery systems. This will translate into more
consistent top line growth and increased margins,
delivering superior returns in the years ahead.
Managing a challenging environment
Group sales grew by 11% to £2,089.3m
(2021: £1,889.6m). Constant currency sales rose
by 5%, driven by our ability to recover input cost
inflation, with price/mix up by 24%. The chemical
industry experienced a significant impact from
inflation and average prices within our raw material
basket rose by 23% in 2022, adding to a 17%
increase in 2021. Commodity markets remained tight
during the year but prices peaked in the third quarter,
with signs of modest declines as the year ended.
Operating cost inflation increased during 2022, with
labour and energy most impacted. The strength of
Croda’s business model helped manage this
challenging environment, ensuring inflation recovery
and profit protection.
Group sales volume declined by 20%, with an
estimated 13 percentage points of the reduction due
to the divestment of much of the industrials business.
In addition, after strong consumer demand and
customer restocking post-pandemic in 2021, volume
declined by 12% in Consumer Care, reflecting
capacity constraints and customer reduction of
excess inventory levels. Volume in Life Sciences was
8% higher, driven by strong Crop Protection demand,
supported by the robust agricultural commodity
pricing environment. Across the Group, the challenge
of global supply chain constraints began to ease
towards the end of the year.
Adjusted operating profit grew by 10% to £515.1m
(2021: £468.6m). Over half of this increase was driven
by underlying growth across all three sectors, with the
balance primarily from favourable currency translation.
Return on sales was broadly flat at 24.7%
(2021: 24.8%), with an improved margin mix from the
reduced share of industrial sales and a lower variable
remuneration charge offset by normalisation of the
Life Sciences margin, after an exceptional 2021, and
a lower Consumer Care margin diluted by lower
Steve Foots, Group Chief Executive
“We are building a strong
innovation pipeline, supplemented
by new technologies and organic
investment.”
Sales
£2,089.3m
(2021: £1,889.6m)
Croda achieved another milestone in 2022, exceeding
£2 billion of sales and £500 million of adjusted
operating profit for the first time. This continues our
record of consistent execution. We successfully
recovered significant input cost inflation, and navigated
challenging economic conditions and continued supply
chain disruption. We are building a strong innovation
pipeline, supplemented by new technologies and
organic investment. Our performance demonstrates
the power of our business model, the benefit of our
global footprint, greater resilience following recent
portfolio change and the increasing importance of our
products in a range of niche markets.
We delivered an 11% increase in both sales and
adjusted profit before tax, with good sales and profit
growth in both core sectors. Consumer Care delivered
a solid performance, with sales up 18% and adjusted
operating profit 9% higher, albeit with margin diluted
by lower volume and change in product mix.
Growth remained robust in the second half year
across Asia, Europe and Latin America, partly offset
by customer destocking that was particularly apparent
in North America. Life Sciences built on an exceptional
2021, delivering 19% sales growth and 10% higher
adjusted operating profit, despite a reduction in
COVID-19 vaccine demand by our principal customers.
The balance of the Pharma business, together with
Crop Protection and Seed Enhancement, each
delivered double digit percentage sales growth.
6
Croda International Plc Annual Report and Accounts 2022
volume and weaker mix. Profit before tax (on an IFRS
basis) increased to £780.0m (2021: £411.5m), which
included a gain on the business disposal of £356.0m.
Adjusting for this benefit and one-off exceptional items
outlined in the Finance Review, adjusted profit before
tax increased by 11% to a record £496.1m
(2021: £445.2m).
Inflation and supply chain challenges saw increased
working capital during 2021 and the first half of 2022.
As expected, this began to moderate in the second
half of 2022. Free cash flow increased to £167.4m
(2021: £153.6m). Net debt reduced to £295.2m
(2021: £823.2m) and debt leverage reduced to 0.5x
(2021: 1.4x), due principally to the proceeds from the
PTIC divestment.
Reinvesting in the business
The Group successfully completed the divestment of
the majority of its PTIC business to Cargill Inc. on
30 June 2022 for gross proceeds of €775m (£665m).
The divestment agreement also included a €140m
option to sell Croda Sipo in China in which we have
a 65% stake; however, this was subject to reaching
agreement with our partner to also sell its stake, which
now appears unlikely to occur in the near-term.
The divestment has released more capital to invest into
a rich seam of growth opportunities in the consumer
care and life sciences markets, whilst maintaining our
discipline of careful capital allocation to projects which
generate superior returns on capital. Our priority is
organic capital expenditure, supplemented by targeted
acquisitions, in line with our preferred approach to ‘buy
and build’, as exemplified by our recent investments in
Life Sciences, where we have secured new technology
platforms through modest acquisition spends, then
built scale through organic investment.
Our investment in organic capital expenditure was
£138.5m (2021: £158.5m). This investment included a
new Fragrances and Flavours (F&F) operation in Brazil,
expansion in protein technology in Consumer Care and
new laboratory capabilities in Life Sciences, together
with additional capacity in our Singapore plant and
initial work on a new greenfield manufacturing site in
India which will together meet fast growing demand in
Asia. In addition to our typical capital investment of
around 6% of sales, which includes delivering our
carbon reduction roadmaps as part of our sustainability
commitment, we are investing an extra £175m over the
period 2021 to 2024 to broaden our Pharma footprint
and capabilities, particularly for nucleic acid drugs.
We are investing in our existing GMP sites in Denmark,
the UK and Avanti (US), and creating a new Pharma
facility in Pennsylvania (US) to meet forecast market
demand, with over £90m invested to date under this
programme and spend expected to accelerate in 2023.
Alongside this investment, the US and UK governments
are co-investing up to an additional £75m, recognising
the importance of new generation delivery systems
to global pandemic preparedness and drug discovery.
This investment will support our innovation pipeline
of sales from new product development in the
Pharma business.
Adjusted operating
profit
£515.1m
(2021: £468.6m)
We expect to supplement our organic plan with
selective acquisitions to add adjacent and
complementary technologies, particularly those which
can accelerate our transition to greater use of natural
raw materials or build new technology platforms,
enhancing future growth. Shortly after year end, we
announced an agreement to acquire Solus Biotech, a
leading producer of premium, biotechnology-derived
beauty actives based in South Korea. Solus consolidates
our position as a global leader in sustainable actives,
builds our biotech knowledge base, adds a North
Asian manufacturing and innovation facility, and brings
rich IP and proprietary know-how that we can leverage
globally. Our continued capital deployment will be
executed within our consistent capital allocation policy,
set out in the Finance Review. Alongside organic and
inorganic investment, the policy provides for a regular
and increasing ordinary dividend to shareholders, while
operating an appropriate balance sheet. As part of this,
the Board has recommended an increased full year
declared dividend of 8% per share to 108.0p
(2021: 100.0p).
Strong performance in Asia, Western
Europe and Latin America
On a geographic basis, all regions saw continuing
good growth in sales and profit, other than North
America. Asia achieved a record year with strong
demand, particularly in Life Sciences, and modest
growth in China, despite pandemic lockdowns.
Demand in Western Europe remained robust, despite
higher prices and energy costs, with strong growth in
Crop Protection and Beauty Care. Latin America
enjoyed good growth, led by demand in the regional
Crop Protection market and supported by Consumer
Care demand, including the new F&F operation.
EEMEA (Eastern Europe, Middle East and Africa) saw
a negative financial impact from the closure of our
Russia business (which represented approximately
1% of Group sales in 2021).
In North America, sales peaked in the first quarter
before softening in Consumer Care and Pharma,
the latter partly reflecting lower COVID-19 demand
post-pandemic. Consumer Care was negatively
impacted by significant customer destocking, with US
customers particularly impacted by lower exports to
China following lockdowns.
IFRS operating
profit
£444.7m
(2021: £438.2m)
We use a number of
Alternative Performance
Measures (APMs) to
assist in presenting
information in this Report
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. APMs are
defined in the Finance
Review on page 47.
Croda International Plc Annual Report and Accounts 2022
7
Strategic report Strength in our foundations
Chief Executive’s review continued
Consumer Care
sales growth
18%
Life Sciences
sales growth
19%
performance ingredients. Consumer demand is
growing strongly in Asia and, to deliver fast growth in
the China domestic market, we have acquired a new
site for a fragrance and botanicals facility.
Encouragingly, sales growth was strongest in Beauty
Care and F&F. Beauty Care benefitted from strong
pricing, good demand from multinational customers
and the move to sustainable ingredients. With strong
growth in solar protection for daily wear, Croda’s
mineral sunscreens had a record year and sales of
ECO bio-based surfactants to Personal Care
customers increased threefold. In 2020 we added
fragrances to Croda’s portfolio and 2022 saw the
creation of a full formulation service for customers.
Sales in fragrances recovered well, after a challenging
2021, with growth in emerging markets, benefits from
the integration of 2021’s Parfex fine fragrance
acquisition and a developing pipeline of sales
synergies between Croda and Iberchem.
Flavours suffered its worst year for raw materials,
with 32% price inflation and shortage of supply, and
margin was squeezed as the business did not fully
recover input cost inflation. A quieter year for Beauty
Actives sales nevertheless saw development into
adjacent technologies continue, with the launch of
encapsulated retinol and a growing pipeline of
biotech-derived actives. The smaller Home Care
business continued its roll out of high value proteins
for fabric care, extending the life of clothes, with new
contracts underpinning future growth.
Life Sciences building on exceptional
prior year
Following an outstanding year for Life Sciences in
2021, with the rapid expansion of Croda Pharma
following the Avanti acquisition and exceptional
demand for COVID-19 vaccines, 2022 saw further
strong progress, driven by an excellent performance
in Crop Protection and an extensive pipeline of
non-COVID delivery systems in Pharma.
Sales grew by 19% to £682.3m (2021: £572.3m) with
performance strengthening in the second half of the
year. Price/mix grew by 6%, while volume was 8%
higher. Adjusted operating profit increased by 10%
to £229.4m (2021: £208.5.m), as did IFRS operating
profit to £220.3m (2021: £201.0m). With Crop
Protection a larger proportion of the sales mix and
a normalising lipid systems margin, return on sales
reduced to 33.6% (2021: 36.4%).
Continued growth across sectors
Consumer Care performance demonstrating
increased resilience
Consumer Care achieved record sales and adjusted
operating profit in 2022. Sales grew by 18% to
£897.8m (2021: £763.0m), with price/mix up 22%
as significant inflation was successfully recovered.
Adjusted operating profit increased by 9% to
£204.7m (2021: £188.5m), resulting in return on
sales reducing to 22.8% (2021: 24.7%). This primarily
reflected the operating gearing effect of lower volume,
alongside a weaker product mix as Beauty Care and
F&F grew faster than the higher margin Beauty
Actives business. IFRS operating profit declined to
£144.5m (2021: £168.0m), which included an
impairment charge of £34.6m on goodwill in the
Flavours business, where the future value of this
business is behind the acquisition case.
After a stand-out performance in Consumer Care in
the first half of 2022, growth slowed in the second half
year. Full year volume was 12% lower than 2021,
driven by two components. Firstly, destocking
developed across our customers and the retail supply
chain. This followed strong demand in 2021 to meet
the post-pandemic recovery, when customers,
worried about global supply chain delays and meeting
this recovery, restocked significantly; Personal Care
sales grew by 20% in the second half of 2021.
Slowing consumer sales led to destocking by
customers in the second half of 2022, particularly in
North America. Secondly, volume was lower due to
selective demarketing of lower margin products due
to capacity constraints in some Croda sites, together
with the closure of our Russia office. It is estimated
that customer destocking has accounted for five
percentage points of the volume decline, with five
points from demarketing and the balance from Russia
and other impacts.
Our sector strategy is to Strengthen to Grow and
delivery is progressing well, positioning Consumer
Care as a more resilient growth platform.
Our ingredient transparency programme is supporting
a structural shift in behaviour by customers and
consumers towards sustainable ingredients, providing
product information dossiers and carbon footprint
data that includes upstream supply chain emissions.
The sector delivered an increase in bio-based
ingredients to 56% (2021: 50%), greater use of
biotech across the product portfolio and nearly
290,000 tonnes of avoided carbon emissions in 2022.
Greater innovation is also being delivered as part of
an enhanced formulation capability, with our new
Formulation Academies minimising the customer’s
time to market and giving smaller customers greater
access to formulations containing Croda’s high
8
Croda International Plc Annual Report and Accounts 2022
Our strategy to Expand to Grow in Life Sciences sees
us empowering biologics delivery in Croda Pharma
and reinforcing our existing leadership in sustainable
delivery systems for Crop Care. In 2022, this saw the
Health Care business repositioned as Croda Pharma,
focused on technologies with the fastest growth and
innovation needs. The relaunch was accompanied by
a new brand, organisational structure and governance
for its exciting customer and innovation pipelines. We
are investing in innovation, knowledge and capacity,
and secured co-investment from national
governments. Crop Protection is meeting growing
demand for sustainable crop care solutions and
emerging delivery systems for crop biologics that are
enabling customers to transition to biopesticides.
Encouragingly, 2022’s performance was achieved
despite the anticipated near 40% decline in sales
of lipid systems due to lower demand from our
principal COVID-19 vaccine customers. The balance
of the Pharma business, Crop Protection and Seed
Enhancement all grew sales by double digit
percentages. Crop Protection was the standout
business, benefitting from a strong agricultural
commodity pricing and demand environment. Its
strength in sustainability was reflected in Croda’s
recognition by Syngenta in its ‘Reduction in Carbon’
supplier award. Seed Enhancement’s range of
coatings free from microplastics has now been proven
in field trials with customers in all major regions and
commercial roll out has commenced.
In Pharma, Protein/Small Molecule Delivery grew
strongly, providing delivery systems for both the more
mature small molecule drugs and the higher growth
protein and monoclonal antibody (mAb) applications,
with over a thousand customer projects underway.
Adjuvant Systems experienced lower demand in
COVID-19 applications, offset by growth in its current
generation adjuvants, now supplied to over 100
customers, while supporting hundreds of projects to
develop new prophylactic vaccines and novel
therapeutic vaccines that fight already contracted
diseases. These included a respiratory syncytial virus
(RSV) vaccine in phase III trials and a personalised
cancer vaccine in clinical phase II development.
The Nucleic Acid Delivery systems business is the
world’s leading innovator of lipid and other
components in this new field of drug treatment.
The business is developing its portfolio from the
blockbuster COVID-19 vaccines, which drove 2021
demand, to new mRNA and gene therapy vaccines,
and therapeutic drugs. 2022 sales in this business
were approximately US$170m (2021: $230m), a little
ahead of expectations, mainly due to additional
COVID-19 vaccine demand; sales outside the
principal COVID-19 vaccine customers already
represent almost 40% of this business and are
expected to be the majority of the $120m sales
forecast for 2023, as COVID-19 sales continue
to decline. We are supplying delivery systems to
customers for close to 100 nucleic acid drugs
currently in development, including the world’s
first human trial of a gene therapy application.
Industrial Specialties established
With the divesting of the majority of Croda’s PTIC
business on 30 June 2022, the remaining industrials
business, including the Sipo joint venture in China,
has become the Industrial Specialties sector. It plays
an important role in our manufacturing model,
supporting the Consumer Care and Life Sciences
sectors on shared sites and operating a medium-term
supply contract to the new owner of the divested
business. 2022 therefore comprised the full business
in the first half year and the retained business in the
second half year. Reported sales were £509.2m
(2021: £554.3m) and adjusted operating profit was
£81.0m (2021: £71.6m). It is estimated that, had the
divestment occurred at the start of 2022, sales would
have been £191m lower and adjusted operating profit
£39m lower in 2022. Reported IFRS profit was £79.9m
(2021: £69.2m). After a strong first half year pre-
divestment, Industrial Specialties continued to perform
well, benefitting from higher commodity prices,
with second half sales of £167m and a return
on sales of 12.3%.
Our Pharma business is developing delivery systems for biologic drugs
which will enable the next generation of vaccines and therapeutics.
Recognising the importance of our delivery systems for a wide range of
nucleic acid applications, the US Government is supporting a capital
expenditure programme, co-investing up to $75m to establish a lipid
facility as part of a new multi-purpose cGMP site in Pennsylvania.
Scan this QR code
to read more
Croda International Plc Annual Report and Accounts 2022
9
Strategic report Strength in our foundations
Chief Executive’s review continued
71%
of our people are
motivated by our
Purpose
Delivering our strategy
We combine leadership in sustainability with
market-leading innovation to deliver consistent top
and bottom-line growth, with profit growing ahead of
sales, ahead of volume in the medium-term. This is
enabling us to help to meet global challenges and
capture new opportunities.
Delivering our sustainability Commitment
Sustainability trends are developing rapidly in our
markets as consumers look to make a positive
contribution to living more sustainably through the
products that they buy. In addition, climate change
poses a major risk to the planet which we must all
address. We enable customers to realise their
sustainability ambitions through the application of our
innovation, creating sustainable alternatives that
current supply chains cannot offer. We are reinforcing
our sustainability leadership by reducing the adverse
impact of our operations, by replacing fossil-based
ingredients with bio-based materials, reducing
emissions, promoting biodiversity and ensuring our
sourcing activities make a positive contribution to
communities in our supply chains. Our sustainability
strategy is built on 23 UN SDG targets grouped
around the themes of climate, nature and society,
supporting our commitment to be Climate, Land and
People Positive by 2030.
To be Climate Positive, our verified carbon reduction
target will ensure we contribute to limiting the global
temperature rise to no more than 1.5°C above
pre-industrial levels, providing customers with an
average 35% reduction in carbon emissions
associated with our products by 2030, compared to
our 2018 baseline. To achieve this Science Based
Target (SBT), we have developed externally validated
decarbonisation roadmaps for every Croda location
and adopted an internal carbon price to ensure
investment decisions align with our sustainability
ambitions. We have also continued our focus on
upstream supply chains, with almost a quarter of
suppliers by volume committed to SBTi carbon
reduction targets.
Building on our Land Positive commitment, we
announced our aspiration to be Net Nature Positive
by 2030 and are working to understand our impacts
and dependencies on biodiversity. We also joined the
World Business Council for Sustainable Development
and its Nature programmes, with the aim of being an
early adopter of the future Science Based Targets for
Nature, when published.
Our People Positive objective addresses the needs of
both our communities and our employees. Living our
Purpose, Smart science to improve livesTM, we have
met our target to protect 60 million people from the
damaging effects of the sun, seven years ahead of
schedule. Additionally, the Croda Foundation
distributed £1 million of funding to 13 projects and
another £2 million of grants for health infrastructure
projects in South Asia, Africa and Brazil, in total
benefitting 15 million people. Our employee
engagement surveys show that 71% of our people
are motivated by our Purpose and 69% feel involved
in delivering our sustainability ambitions. With a target
to achieve gender balance in Croda leadership roles
by 2030, 2022 saw women occupy 38% of these
roles (2021: 36%). Reflecting our absolute
commitment to be a safe company for our
communities and our employees, we set a stronger
safety target to reduce our Total Recordable Incident
Rate (TRIR) to 0.3 by 2025, requiring us to more than
halve our current rate of 0.74 (2021: 0.76 restated),
excluding COVID-19 cases. We conducted a safety
culture survey at more than 40 sites, enabling us to
identify areas for particular focus.
We have reflected the impact of the PTIC divestment
in our sustainability targets. Scope 1 and 2 emissions
reduced by 26% as a result of the sale and we have
re-baselined our target to maintain the original
challenge. The proportion of bio-based organic
raw materials reduced to 59% due to the disposal
(2021: 69%) but we have retained our original target
to achieve 75% by 2030. We have also retained our
carbon cover target (where use of our products
avoids four times the carbon emissions associated
with operating our business) which becomes more
stretching as a result of the divestment.
Driving innovation
Innovation is at the heart of what we do, creating new
market and technology niches. We have stepped up
our rate of innovation through more resource
investment, more external partnerships and a focus
on ‘big bet’ projects. This will support higher growth,
improved mix and better margin as we become a
more knowledge-intensive company, capturing more
intellectual property (IP).
The foundation of our innovation model is internal
R&D investment, applying the expertise of our
scientists at our global innovation centres to meet
customer needs. This is complemented by our open
innovation network, which provides access to over
500 universities and SMEs to help develop new
intellectual property. We also invest externally in
disruptive technologies, the benefits of which can be
seen in recent product launches that have leveraged
expertise in both biotech and encapsulation to reduce
impacts and improve efficacy.
Our ‘big bet’ projects are reinforcing our leadership in
formulation science and harnessing the potential of
biotech, alongside our conventional chemical
10
Croda International Plc Annual Report and Accounts 2022
technologies. In formulation science, we are
developing a greater understanding of the impact of
our ingredients on wellbeing and self-esteem through
neuroscience research, and are sharing our expertise
with customers through our new Formulation
Academies. We are scaling biotech, with projects to
develop more sustainable actives and bio-based
fragrance ingredients. R&D here is led by our five
biotech laboratories, mostly established through
technology acquisitions over the last decade.
Candidate technologies are then scaled up at
application laboratories in Paris and two UK facilities,
before being taken to market by existing business
units. Beauty Actives is launching novel anti-ageing
and anti-dandruff ingredients developed in this way.
We seek to drive New & Protected Product (NPP)
sales growth at least as fast as total sales over the
cycle, targeted at mid to high single digit percentage
growth. This allows the business to grow through
IP-rich NPP and technology acquisitions, while
leveraging our rich heritage product portfolio by
finding new applications and data for existing
products. In 2022, NPP sales grew at 2.6% in
constant currency, adjusting for the impact of the
PTIC divestment, despite lower lipid systems sales
in the year.
Sector strategies to deliver consistent growth
and even stronger margins
Within our strategy to drive sustainability and
innovation to deliver profitable growth, each of our
seven businesses within the two focus sectors targets
superior sales growth, at least one and a half times
global GDP, margins of at least 20% and return on
invested capital (ROIC) of at least twice our cost of
capital over the medium-term.
Our vision for Consumer Care is to be the most
sustainable, innovative and responsive solution
provider globally through our Strengthen to Grow
strategy. Consumer Care targets annual organic
sales growth of at least 5%, supplemented by
synergies from integrating the recent F&F acquisitions,
with a return on sales at or above 25%, over the
medium-term.
Our vision for Life Sciences is to empower biologics
delivery, enabling our customers to transition to
biologic actives which are transforming pharmaceutical
and crop science markets. Our Expand to Grow
strategy is reinforcing our leadership in sustainable
delivery systems in Crop Care and positioning Croda
Pharma in drug and vaccine markets which need
complex, innovative delivery systems. Life Sciences
targets high single digit percentage annual sales
growth, with a return on sales over 30% over the
medium-term.
69%
of employees
feel involved
in delivering our
sustainability
strategy
Supporting our strategic themes of ‘Strengthen to
Grow Consumer Care’, ‘Expand to Grow Life
Sciences’ and ‘Scaling Biotech’, as set out above,
are three additional strategic initiatives:
‘Fast Grow Asia’, where we are expanding our
technical capabilities and building new manufacturing
capacity, to serve rising regional consumption of
Consumer Care products and growing opportunities
in Pharma and Crop Care. Investment in innovation
and sales resource helped deliver a record year for
Asia. We are continuing to expand our manufacturing
capability in Asia, including commencing construction
of a new greenfield site in India, to support the
exciting opportunities ahead;
‘Proactive Acquisitions’, where our global scouting
network is identifying potential adjacent technology
opportunities in Consumer Care and Life Sciences,
such as the Solus Biotech acquisition announced in
February 2023; and
‘Doing the Basics Brilliantly’,which is improving
our customer and employee experience through a
combination of digital technology, customer insights,
new data architectures, enhanced manufacturing
capability and employer branding. 2022 saw good
results in our customer ‘Net Promoter Score’ (NPS)
and a new customer self-serve ordering online portal
developed for global roll-out.
Outlook
Though early in the year, the Group is trading in line
with expectations. We expect the customer destocking
that has been particularly apparent in North America to
come to an end in the first half year, supporting
continued sales growth this year in Consumer Care.
In Life Sciences, we expect good sales growth in Crop
Care and the non-COVID related Pharma business to
offset the previously indicated decline in COVID-19
vaccine demand. Group performance in 2023 will be
more second half weighted than in the prior year,
reflecting the divestment of the majority of PTIC in June
2022 and the phasing of lipid systems shipments to
our principal COVID-19 vaccine customers.
The combination of our differentiated business model,
enhanced investment programme and exciting
innovation pipelines in sustainable ingredients and
drug delivery, will continue to deliver consistent,
superior returns.
Steve Foots, Group Chief Executive
The Strategic Report
was approved by the
Board on 27th February
2023 and signed on its
behalf by Steve Foots.
Croda International Plc Annual Report and Accounts 2022
11
Strategic report Strength in our foundations
Purpose
A Purpose-led company
Smart science to improve livesTM
Why we exist
Our Commitment
What we will achieve
Our Values-led culture
How we work every day
Our Commitment is to be Climate, Land and People Positive by 2030
which will ensure we achieve our mission of being the world’s most
sustainable supplier of innovative ingredients. Through this we will
help provide solutions to some of the world’s biggest challenges.
Our distinctive values-led culture governs how we work and
guides our relationships with our partners. Our shared values
of ‘Responsible’, ‘Innovative’ and ‘Together’ focus our work
to ensure our smart science helps to improve lives.
L
a
n
d
P
o
s
i
t
i
v
e
ate Positiv e
im
l
C
F u n d amentals
Smart science
to improve livesTM
People Po s i t i v e
Read more on our Commitment
in our Sustainability Report at
www.croda.com
For more information on our people and culture
See pages 20-21
Delivered through
our strategy
Our strategy sets out the
approach we are taking to
deliver our Purpose.
By combining sustainability
and innovation to deliver growth,
our smart science helps our
customers to satisfy consumer
needs and deliver on their own
sustainability commitments,
while we achieve our own.
Integrated into our
risks and opportunities
framework
Our risk appetite is guided by
our Purpose. We are willing to
accept more risk where doing
so is integral to delivering
our Purpose. By contrast,
our appetite is low where the
risk is contrary to our values
and culture.
Governed by our Board
The Board oversees robust
governance processes to ensure
our Purpose is embedded
throughout Croda and guides
the strategic choices we make.
Reflected in remuneration
Our Purpose is reflected in our
Remuneration Policy through
targets aligned with sustainability
and innovation, and a discretion
framework that ensures
performance is not to the
detriment of our values.
For more information
on our strategy
See pages 22-23
For more information
on risk
See pages 52-58
For more information on
our governance approach
See pages 84-85
For more information on
our remuneration
See pages 108-110
12
Croda International Plc Annual Report and Accounts 2022
Strategic report
Strategic report
Strategic report
Our Purpose in action
At Croda, our Purpose is to use Smart science to improve livesTM.
We combine our knowledge, passion and entrepreneurial spirit
to create, make and sell innovative ingredients that are
relied on by industries and consumers around the world.
We improve people’s lives every day by helping to:
Prevent, treat and
potentially cure diseases
through the development
of drug delivery systems
Improve more lives
through the Croda
Foundation which is
funding 21 projects in
19 countries with
14.9 million beneficiaries
Preserve the planet’s
scarce resources
through the delivery
of our sustainability
Commitment
Enhance crop yields,
enable land savings and
improve food security
through the development
of crop care
technologies
Promote the hygiene,
health, wellbeing
and confidence of
consumers through the
creation of Consumer
Care ingredients
Croda International Plc Annual Report and Accounts 2022
13
Strength in our foundations
Business model
How we create value
What our business needs
• Employees
• Raw materials
• Sites, assets and
infrastructure
• Capital
• R&D
• Supply chain
and logistics
• Energy
• Regulations
Our sustainability Commitment
• Climate Positive
• Land Positive
• People Positive
For more information
on our Commitment
See pages 48-49
Our competitive advantages
• ‘One Croda’ culture
• Customer intimacy
• Innovation leadership
• Sustainability leadership
• Our approach to growth
Engage
Sell
What we do
Smart science to
improve livesTM
Create
Make
The solutions we provide
Consumer Care
Pharma
Crop Care
For more information
on Consumer Care
See pages 28-29
For more information
on Pharma
See pages 30-31
For more information
on Crop Care
See pages 32-33
Environment
Delivering value
Our stakeholders
Society
Employees
100%
of employees
receive at least
the living wage
Customers and
consumers
>17,000
customers benefit
from our innovative
and sustainable
ingredients
Suppliers
45%
of raw material
volumes from
suppliers with
public commitments
to carbon reduction
Innovation
partners
>500
innovation
partners working
collaboratively to
advance science
Shareholders
Communities
NGOs
>30
5,336
year track record
of unbroken
dividend growth
hours donated by
employees through
our 1% club
89%
of global
palm derivatives
consumption
was RSPO
physically certified
14
Croda International Plc Annual Report and Accounts 2022
What we do
We use our smart science to create high
performance ingredients and technologies
that improve people’s lives. We are a B2B
company that sells small, but valuable,
quantities of ingredients to customers of
all sizes. These ingredients deliver vital
functionality at low inclusion levels, giving
us a strong competitive advantage.
Engage
Create
We employ our own sales team rather than
using distributors, enabling us to build close
partnerships with customers and to be
proactive when demands start to change.
We design innovative ingredients that deliver
vital functionality to customer formulations.
Sell
Make
We sell and deliver ingredients directly to our
customers using local warehouses for speed
and flexibility.
We produce ingredients to consistently
high standards and are transforming how
we manufacture to meet our sustainability
Commitment and support customers in
meeting theirs.
The solutions we provide
We operate globally, with a focus on high-value niches in consumer care and life sciences markets.
Consumer Care
Pharma
Crop Care
We develop innovative and sustainable
ingredients that provide vital functionality
to Consumer Care formulations, enabling
customers to differentiate their products,
build strong brands, meet their sustainability
commitments and satisfy changing consumer
requirements. For example, we extract wrinkle
reducing actives from plants that are critical
ingredients in anti-ageing skin creams.
We develop components and systems
for the delivery of Active Pharmaceutical
Ingredients (APIs), supporting customers
across the whole lifecycle of a drug –
from early-stage research to commercial
manufacture. For example, our ingredients
encapsulate the mRNA used in vaccines
allowing it to be transported into human cells.
We are an innovation partner to major
crop science companies and an increasing
number of smaller customers, developing
delivery systems to meet the sustainability
challenges of current generation products
and to enable next generation solutions.
For example, our technologies ensure
crop care formulations are biodegradable
in the soil.
In each of these markets, the move to sustainable ingredients and the move to biologics are driving future growth.
For more information about technology megatrends
See page 26
Our sustainability Commitment
Climate Positive
We are successfully leading our sector in
delivering absolute reductions in our GHG
emissions, in line with our verified 1.5ºC
Science Based Target. We are working to
provide our customers with the verified
product-level carbon footprint data that,
together with the avoided emissions in use
that our technologies can bring, will help
them deliver on their climate targets.
Land Positive
Using natural resources brings with it the
responsibility to take a holistic approach
to the role natural ecosystems play in
achieving global climate goals while
addressing social inequalities. 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,
and are working to deliver on our aspiration
to be Net Nature Positive by 2030.
People Positive
Our People Positive commitments impact
both our employees and wider society.
We deploy our smart science to improve
the lives of people around the world,
targeting vaccine solutions to the most
challenging diseases and protecting millions
of people from damage caused by the sun.
Internally, we recognise the value diversity
brings to our organisation and are progressing
well against our ambitious targets to make
a positive difference.
For more information on our
Climate Positive commitment
see our Sustainability Report
Pages 22-27
For more information on our
Land Positive commitment
see our Sustainability Report
Pages 28-31
For more information on our
People Positive commitment
see our Sustainability Report
Pages 32-35
Croda International Plc Annual Report and Accounts 2022
15
Strategic report Strength in our foundations
Business model continued
What our business needs
Employees
We employ 5,825 people and employee costs are ~19% of sales.
We commercialise people’s knowledge, which is key to delivering a
high return on sales. We have a growing global employee base, with
an increasing proportion of employees in science-based roles and
improving workforce diversity.
Raw materials
Raw material costs are ~35% of sales. We use a broad
basket of raw materials, which are mostly bio-based rather
than petrochemical-derived, including grown commodities
and natural oils. We successfully manage the impact of cost
inflation through pricing.
Sites, assets and infrastructure
We invest ~6% of sales in capital expenditure each year to maintain,
develop and decarbonise our sites, assets and infrastructure.
This is lower than most peers as we manufacture comparatively low
volumes. We are currently augmenting this with targeted organic
investment to scale up our pharmaceutical technology platforms.
Capital
Our capital needs are serviced principally by loans and credit
facilities including a green banking facility. Our leverage ratio of
0.5x net debt to EBITDA is below our target range of 1-2x over
the medium-term cycle, allowing future investment, both organic
and through acquisitions.
R&D
We spent £66m in 2022 on in-house innovation. This is complemented
by a pipeline of technology acquisitions and over 500 open innovation
partners. These partnerships are important to our business model
as they facilitate collaboration with leading scientists in universities
and SMEs and give us access to specialist, world class expertise
and facilities.
Supply chain and logistics
We have a global network of local warehouses around the world
ensuring we can deliver ingredients directly to customers with speed
and agility. Despite recent global supply chain challenges, our focus
on high value, low volume niches and successful supply chain
management means we have avoided significant disruption, beyond
escalating freight costs which are a small proportion of our costs.
Energy
Energy costs are ~3% of sales. We use heat to accelerate chemical
reactions with energy provided from a variety of internal and external
sources. Energy is a relatively small percentage of our cost base
compared with others in our sector and we have limited direct
exposure to potential gas disruption in Europe.
Regulations
All regions where we operate have regulations that apply to the
ingredients we produce and the applications they are used for.
Correctly scoped regulation builds confidence in the efficacy of our
products and we actively shape regulations and voluntary standards,
working collaboratively with industry partners.
Multi-sector R&D facility at Cowick Hall, United Kingdom.
Manufacturing capability at our Beauty Actives site in
Le Perray-en-Yvelines, France.
16
Croda International Plc Annual Report and Accounts 2022
Our competitive advantages
‘One Croda’ culture
United by our strong sense of Purpose and our values, we work as
one team. We promote a ‘One Croda’ culture through our
Remuneration Policy and high levels of employee share ownership
which encourages everyone to work together to achieve our goals.
We strive to be more agile and entrepreneurial than our competitors,
with a decentralised operating model that ensures decisions are
made ‘close to customers’.
For more information on our people and culture
See pages 20-21
Customer intimacy
We employ our own local, science-focused sales force who
understand our customers. This is unusual in our markets where
sales are often through distributors. This direct selling model builds
relationships with customers and provides us with insights about
their challenges, as well as changing consumer behaviour, that are
key to how we innovate. We complement direct selling with local
innovation centres where we co-formulate with customers in our
laboratories and accelerate their time-to-market.
Innovation leadership
We are the leading innovator in our markets with a technology
portfolio differentiated by valuable protected intellectual property and
know-how, including 1,500 patents across 250 patent families.
This means our ingredients have unique characteristics and deliver
higher value add. We have a collaborative, open innovation model
which combines internal R&D with partnering and technology
acquisitions. We are becoming a more knowledge-intensive company
as a result of this innovation ecosystem and our recent acquisitions.
Sustainability leadership
We were founded in 1925 to create lanolin from wool grease,
a by-product of the textile industry, and have been building
sustainability into our business ever since. Now, we have a
long-term sustainability strategy embedded in the way we work
to ensure we deliver on our Commitment to be the world’s most
sustainable supplier of innovative ingredients by 2030. With
consumers determined to make a positive impact through the
products they buy, the creation of sustainable ingredients is a key
driver of our future commercial success.
Our approach to growth
We grow by creating new market and technology niches rather
than by winning market share in large established markets. We
target fast-growth niches that value our leadership in innovation
and sustainability through higher margins. This allows us to compete
on value rather than on price, supporting our goal of delivering profit
growth, ahead of sales growth, ahead of volume growth.
There is no one big competitor that spans all our markets; instead,
there are different competitors in each of our niches. We have a
broad base of customers, large and small. This high number of
customer/product combinations reduces our exposure to any
specific customer, market or geography.
We sell in test tube and vial quantities, rather than tanker loads,
and are increasingly moving to selling in dollars per gram rather
than dollars per kilo. This means we operate flexible, capital-light
manufacturing sites, rather than large continuous operation plants,
and do not have to invest significant capital to create value.
For more information on our investor proposition
See page 43
Sensory testing with consumer panellists in Singapore.
The solutions we provide enhance everyday life.
Croda International Plc Annual Report and Accounts 2022
17
Strategic report Strength in our foundations
Stakeholder engagement
Creating value for all stakeholders
Employees
The value we create
Customers
and consumers
Suppliers
Innovation
partners
All our employees and
contractors globally receive at
least the living wage. They work
in an open and inclusive
environment where we are
committed to full gender
balance in leadership roles.
We deliver around 6,000
speciality ingredients to over
17,000 customers worldwide.
Our customers use our
ingredients to differentiate their
products, ensuring they meet
consumers’ requirements.
We partner with suppliers to
improve sustainability practices
in supply chains and commit to
sharing the benefits equitably.
Our commitment to positive
impact sourcing is enabled by
supply chain mapping,
certification and transparency.
Our innovation partners
contribute to the high
proportion of New and
Protected Products (NPP) we
sell. Our shared knowledge
helps them secure funding,
advance science and make
breakthroughs.
What matters to them
• A safe working environment
• Reliability of supply and
• An open relationship
without exposure to
unnecessary risks
product quality
• Technical and regulatory
• An employer who takes their
support
wellbeing seriously
• Rewarding and engaging
careers with a positive
impact
• Innovative and sustainable
ingredients that improve
performance
• Engaged and responsive
• An inclusive environment
sales teams
• Fair payment practices
• Support in understanding
our requirements around
supply chain transparency,
ethics and human rights
• Sustainability expertise to
help improve their impact
• Scientific expertise
• Collaborative working
• Funding and recognition that
successful breakthroughs
can bring
• Ensuring a positive impact
through sustainable
innovation
How we engage
• Global emails, intranet news,
regular global newsletters,
webinars, podcasts, culture
surveys, town halls and
listening groups
• Informal networks, cascade
meetings, works councils
and consultation committees
• Research, sales and
• Suppliers assessed through
• Student sponsorships at
marketing teams work
closely with customers’ R&D,
purchasing, regulatory and
sustainability teams
• Face-to-face meetings,
attending industry events,
inviting customers to our
seminars, workshops and
application labs
EcoVadis with actions
agreed to improve
sustainability performance
• Procurement teams meet
regularly with suppliers
face-to-face
• Participation in trade shows
and industry events globally
leading universities
• Directly with SMEs to lend
experience and capability in
commercialising new
technology
• Directly with customers to
overcome their challenges
Topics of engagement and activities in 2022
• Increased engagement with
• Securing raw materials in a
• Sustainable innovation
• Cost-of-living crisis and
supporting employees,
including one-off payments
benefitting our lower paid
employees the most
• PTIC separation activities
• Safety and inclusive
behaviours
• Our Purpose and
customers following
pandemic restrictions
• Conducted annual customer
survey with >3,300
responses. Satisfaction
levels maintained despite
challenging operating
conditions
sustainability commitment
• General engagement topics
included innovation,
investment in manufacturing
capacity and flagship
projects to enhance
customer service
18
Croda International Plc Annual Report and Accounts 2022
challenging market
• Supplier Code of Conduct
updated encompassing
sustainability principles and
requirements
• Product carbon footprint
methodology to enable
measurement of carbon
reduction
• Gaining greater transparency
throughout palm oil
derivatives supply chains
• Biotechnology and
harnessing nature
• Green chemistry and new
sustainable process
technologies
• New acquisition, licensing
and commercial partnerships
to scale and globalise new
technologies
Shareholders
Communities
NGOs
With a focus on consistent top
and bottom-line growth, we
deliver strong returns to
shareholders through a balance
of earnings growth and
dividend growth.
We support local communities
through educational outreach
and provide access to our
smart science through
the Croda Foundation.
Acting responsibly ensures we
satisfy regulatory requirements,
protect our reputation and
extend our positive impact
through our influence within
trade associations and other
non-governmental
organisations (NGOs).
• Industry engagement and
sufficient dedication of time
and resources to ensure
practical outcomes for new
and existing regulatory
challenges and issues
• Businesses taking
responsibility for their
impacts
• A responsible neighbour
operating safely and
sustainably
• A positive contributor to
the local community
• Outreach activities,
• Membership of national and
volunteering and supporting
local charities through our
1% Club
• Community liaison groups,
on-site meetings and open
days
• Maintaining open dialogue
with local officials and
emergency services
international industry
associations
• Industry working groups
• Task forces for specific
ad-hoc activities, topics
and issues
• Engagement with regulators
directly and via industry
associations
• 13 Croda Foundation
• Advancing the science of
projects investing £1.1m in
local communities with the
greatest need
alternatives to animal testing
• Appropriate risk
management measures
for chemicals
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:
• the likely consequences
of any decision in the
long term
• the interests of the
Company’s employees
• the need to foster the
Company’s business
relationships with suppliers,
customers and others
• the impact of the
Company’s operations
on the community and
the environment
• the desirability of the
Company maintaining a
reputation for high standards
of business conduct
• the need to act fairly
between members of
the Company.
The information on pages 18
to 19 in the Strategic report
should be read in conjunction
with the information provided
in the Directors’ report on
pages 78 to 81. The content
on these pages constitutes our
s.172 statement, as required
under the Companies
(Miscellaneous Reporting)
Regulations 2018.
• Effective governance and
appropriate controls
• Ethical culture considering
our impact on all
stakeholders
• Successful delivery against
our strategy and
sustainability commitments
• Consistent long-term growth
• Results presentations,
investor roadshows,
attendance at conferences,
investor seminars, site visits,
ad-hoc meetings and the
AGM
• Meetings on governance
topics, such as remuneration
• Hosted investor seminars on
Consumer Care sector and
Pharma business
• Hosted multiple site visits,
including to Iberchem, Spain
• Outreach in North America
to support increasing
employability of under-
represented local
communities
• Emergency preparedness
drills and safety engagement
• Over 1,000 investors met
with topics of engagement
including the impact of
inflation, sustainability and
the PTIC divestment
• Corporate governance lunch
hosted by Chair, Senior
Independent Director and
Remuneration Committee
Chair
Croda International Plc Annual Report and Accounts 2022
19
Strategic report Strength in our foundations
People and culture
Unlocking potential
Our culture
Competencies
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.
Our culture is defined through our values of ‘Responsible’,
‘Innovative’ and ‘Together’ and in 2021 a set of 14 competencies
were introduced describing how our values are exhibited and
can be developed through specific behaviours within our work.
These competencies are used as part of our annual performance
and development reviews, succession planning and talent processes.
They are also used as selection criteria for promotion and participation
in our global development programmes.
All of our new competencies encompass inclusive behaviours with
one dedicated to inclusivity. We are making progress implementing
our Diversity & Inclusion (D&I) Roadmap which covers data gathering,
improving awareness, developing our brand, measurement, and
alignment to reward. In 2022, we promoted awareness through new
development programmes and improved our data gathering through
better measurement of employee engagement.
Measuring our culture
To measure employee engagement and commitment to our Purpose
and sustainability goals, we introduced surveys in 2022 to define a
Purpose and Sustainability Commitment (PSC) score.
While the overall score of 68% was good, the survey identified
focus areas where there is further work to do to build the best
workplace for all.
We intend to measure our PSC score over several years to track our
progress in creating a positive environment for our employees and
to understand how we can further improve employee engagement.
This score will be reported in our Annual Report and, for 2023,
improvement in the PSC score will be a metric within our long-term
incentive plan (see pages 108-110).
Our 2022 culture surveys
Topic
Quarterly theme
Survey 1
Safety, health and environment
‘Reward’
Survey 2
Our Purpose
‘Motivated by
Purpose /
Commitments’
Survey 3
Our values
‘Great place to work’
Survey 4
Our sustainability Commitment
‘Doing what we say’
As part of our ‘One Croda’ culture we have prioritised
supporting our employees through the global cost of living crisis.
To read more on how we are supporting our
people through the current cost-of-living crisis
See pages 102-105
20
Croda International Plc Annual Report and Accounts 2022
• Authenticity
• Curiosity
• Working together
• Cross cultural
• Strategic
sensitivity
• Inclusivity
perspective
• Adaptability
• Living the values
• Delivery
Foundational competencies
• Technical/functional expertise
• Self-led learning
• Empathy
• Care and
compassion
• Managing
conflict
Purpose and Sustainability Commitment score for 2022
Our overall PSC score for 2022 was 68%, with an average
participation rate for the surveys of 77%. The PSC score is a
measure of employee satisfaction using a five point scoring
methodology. As many of our employees work shifts in production
environments, we made the surveys as accessible as possible.
Every survey was translated into 16 different languages and could
be completed online, via a QR code on mobile devices, or on paper
copies. Surveys were completed anonymously with only basic
personal data collected to aid understanding.
Results were shared with local and regional teams to develop tailored
site plans to address specific opportunities for improvement.
Many local management teams ran listening groups to gain further
insight and greater understanding.
Our PSC score reflects responses across the five point scoring
criteria and is the median response given, with the lowest score
for any of the questions we asked being 53% and the highest 80%.
We consider our score in 2022 to be ‘good’, however, recognise
there is further work to do to ensure we continue to build the best
workplace for all. Key insights from our 2022 surveys are shown below.
74%
of employees would
recommend Croda
as a great place to work
74%
71%
of employees
feel motivated
by our Purpose
69%
of employees would agree that
SHE is not compromised
of employees feel they can get
involved in sustainability
Recruitment, development and retention of talent
We continue our transition to a pure play Consumer Care and Life
Sciences business and are focused on attracting and retaining talent
capable of supporting our growth. Using our competency framework,
we have progressed several projects to further embed our Purpose
and values into our processes for recruiting and developing people.
Retaining talent is important to us and we track voluntary employee
turnover on a quarterly basis. Our voluntary employee turnover rate
for 2022 was 8.5% (2021: 8.2%). We are comfortable that our
continued focus on Purpose and culture will support our ambition
to be an employer of choice, and that this will be reflected in below
average voluntary turnover figures.
To support our recruitment process, we worked in partnership
with an external agency to integrate our competencies into their
Occupational Personality Questionnaire (OPQ). This will improve
hiring decisions, helping to recruit people whose behaviours align
with our values and culture.
Our global leadership development programmes were relaunched in
2022. We recognise that having an inclusive culture is the only way
that diversity can thrive, and embedding our values to develop and
reward inclusive leadership starts with the way we select attendees
for our global leadership programmes. We select colleagues who
exhibit model behaviours aligned with our values and use the
programmes to develop them further, with content tailored to our
strategic objectives through the competency model.
Our development programmes
Phoenix Rising
For a cross section of
colleagues looking to
unlock potential and/or
increase contribution –
must display a strong
commitment to inclusion
and self development.
LDG* Plus – For established senior
colleagues in key roles, who may have
completed a past version of the LDG.
LDG – High performing, high potential
senior colleagues.
Accelerated Leadership
Programme – High performing mid-level
employees showing leadership behaviours.
Leading with Purpose – A values
aligned development programme
available to all grades.
Responsible, Innovative, Together
We also launched a regionally based early careers programme for
managers, ‘Leading with Purpose’, complemented by the provision
of several online webinars covering a range of leadership and
diversity topics.
All employees are encouraged to undertake regular training and we
have set a target for all employees to receive at least one week’s
training annually by 2023. In 2022 our employees collectively
undertook over 145,000 hours of training, translating to an average
of 26.1 hours per employee (2021: 14.5 (excluding PTIC)).
* Leadership Development Group
For more Board and Group diversity data
See page 95
Scan this QR code to watch
more on the Accelerated
Leadership Programme
which launched in 2022.
Behavioural safety
Ensuring the safety of our people is of the utmost importance and
despite the lack of progress in our Total Recordable Injury Rate
during 2022, we are committed to improvements. In the second
quarter of 2022, our senior leadership conference focused on safety,
aiming to drive cultural change and a values-driven approach to
health and safety, with all leaders signing up to personal safety
development objectives which will form part of the senior annual
Bonus Plan in 2023. A Safety Culture Survey was conducted in 2022
at over 40 Croda sites, with engagement levels of over 85%, enabling
us to identify sites and processes for particular focus as we continue
to improve our health and safety performance.
The ‘Human Performance Programme’ developed in 2021
was rolled out to six sites, creating opportunities for meaningful
conversations about how work is carried out, the real risks people
face, and empowering all employees to take ownership of safety
and suggest improvements. In 2022, more than 100 improvements
were identified across these six sites and resources are being
allocated to enable a roll out to all sites over the next three years.
Temporary
employees
3.7%
Part time
employees
4.7%
Key people metrics
Employee employment status
Permanent
employees
96.3%
Employee contract type
Full time employees
95.3%
Employee age category
17-25: 6.4%
26-35: 30.4%
36-45: 29.9%
46-55: 23.2%
56-65: 9.8%
65+: 0.3%
Croda International Plc Annual Report and Accounts 2022
21
Strategic report Strength in our foundations
Strategy
Sustainability + Innovation = Growth
Our strategy
Our strategy is to combine leadership in sustainability with market-leading innovation to deliver consistent top and bottom-line growth,
with profit growing ahead of sales, ahead of volume. This enables us to help to meet global challenges and capture new opportunities.
Fast grow Asia
Expand
Life Sciences
Strengthen
Consumer Care
ility
b
a
n
i
a
t
s
u
S
Smart science
to improve lives™
I
n
n
o
v
a
t
io
n
Scale biotech
Proactive M&A
Doing the
basics brilliantly
Sustainability
Innovation
Consumers globally are looking to play their part in living more
sustainably through the products that they buy. We enable
customers to meet their sustainability goals through the sustainable
benefits in use of our innovation and by improving the impact of our
operations and supply chains. This includes removing fossil based
ingredients, reducing emissions, restoring biodiversity and ensuring
transparency through our supply chains. Our restorative sustainability
strategy is built on 23 UN SDG targets, grouped around the themes
of climate, nature and society, hence our commitment to be Climate,
Land and People Positive by 2030 (see page 15).
We grow by creating new market and technology niches, so our
success is dependent on our ability to deliver innovative solutions
to customers. The foundation of our innovation model is internal
R&D investment, applying the expertise of our scientists to meet
customer needs. This is complemented by our open innovation
network, providing access to over 500 universities and SMEs to
help develop new intellectual property. In addition, we look to acquire
technologies with disruptive potential that can be scaled through
organic investment, further bolstering our innovation pipeline.
22
Croda International Plc Annual Report and Accounts 2022
Group strategy
Sustainability
Innovation
Strategic progress in 2022:
• Completed externally validated decarbonisation roadmaps for
Strategic progress in 2022:
• Focused on big bet projects harnessing the potential of
every Croda location, enabling us to prioritise key projects that
will deliver our 1.5°C aligned Science Based Target
• 88% of our greenhouse gas emissions are embedded in our
upstream supply chain. We therefore continued to engage
upstream and key suppliers representing 24% of our raw material
volumes are publicly committed to SBTi carbon reduction targets
• Our Internal Carbon Price (ICP) increased from £55/TCO2e to
£124/TCO2e further aligning our investment decisions with our
sustainability ambitions
• Building on our Land Positive commitment, we announced
our aspiration to be Net Nature Positive by 2030
• We met our 2030 target to protect 60 million lives from the
damaging effects of the sun, seven years ahead of schedule
biotechnology, alongside our traditional chemical technologies
• Driven greater collaboration between biotechnology laboratories,
leveraging cross sector expertise to advance innovation
• Continued work to develop new products with a high bio-based
content, while also increasing the bio-based content of
existing products
• Enabled customers to understand and improve the
biodegradability profile of new and existing products through
investment in technical capability
• Launched formulation academies to share our expertise with
customers, reinforcing our position as an innovation leader
Priorities in 2023:
• Maintain alignment with our Science Based Target trajectory,
Priorities in 2023:
• Continue to strengthen our innovation capability across core
by investing in the key decarbonisation projects arising from the
roadmaps in place for all sites
technology platforms including sustainable surfactants
• Broaden ongoing activity within open innovation programmes,
• Achieve limited assurance of our climate-related data in
accelerating the discovery of new technology platforms
non-financial reporting
• Build on the successful technical engagement in 2022, collaborating
• Conclude our work understanding our impacts and dependencies
with customers to deepen our technical relationship
on nature and biodiversity
• Invest in our innovation infrastructure at strategic locations,
• Initiate work on a ‘Sustainability Academy’ to ensure
particularly in Asia
we have identified and can train employees in the skills and
competencies necessary throughout the business to deliver
on our sustainability commitments
Sector strategies
Strengthen Consumer Care:
• Innovate for sustainable ingredients
• Expand our full formulation capabilities
• Deliver on Iberchem sales synergies
Strategic priorities
Fast grow Asia:
• Solus Biotech integration
• Investing in technical capability
• Expanding local sales teams
Proactive M&A:
• ‘Chief Scouts’ appointed
Expand Life Sciences:
• Expand range of technologies in Pharma
• Scale up operations across Pharma platforms
• Accelerate the development of biopesticides in Crop
Scale Biotech:
• Leveraging recent acquisitions for early stage research
• New application laboratories for scale-up
• Focused investment on niche innovation
Doing the basics brilliantly:
• Improving the customer experience through insight
• Targeting knowledge-rich businesses
• For subsequent geographic expansion and scale-up
• More digital connectivity
• Self-serve data for customers
Croda International Plc Annual Report and Accounts 2022
23
Strategic report Exploring new horizons
Megatrends
Meeting
global
challenges
Of the trends affecting our markets
and supply chains, we have identified
three key global challenges that
our strategy helps to address.
Our Commitment to be Climate,
Land and People Positive by 2030 is
founded on the UN SDGs, ensuring
Croda delivers a positive impact.
The following section details the global challenges we face, the technology
trends affecting our markets and the opportunities for Croda
Global
challenges
Technology
trends
Our
opportunities
24
Croda International Plc Annual Report and Accounts 2022
The global challenges:
Global demand for health and
wellbeing
The pandemic has laid bare public
health challenges around the world and
accelerated the demand for health care,
already growing due to higher global
population, rising malnutrition and an
ageing population in developed countries.
Following two years of lockdowns,
consumers are much more conscious of
their own physical and mental wellbeing,
and the importance of healthier
communities more broadly. This has
increased the focus on the efficacy of
products, with increased demand for
ingredients that are underpinned by
science, and that support physical
and mental health.
Living sustainably within our
planetary boundaries
Population growth and increasing
consumption, fuelled by the expansion of
the middle class with increased disposable
income in the developing world, are putting
pressure on planetary systems, such as
water, climate, biodiversity, and scarce
natural resources. Addressing this challenge
requires transformational new approaches
to consumption and circularity. For example,
not only does society need to transition to
carbon net zero, it needs to do so by
embracing the role nature plays in mitigating
and adapting to climate change, and by
addressing social inequalities. Consumers
in developed markets, and increasingly in
China and around the world, are supporting
businesses they believe act responsibly.
This includes understanding societal
challenges, protecting and restoring nature,
and providing solutions to mitigate the
causes and adapt to the impacts of a
changing climate.
World population of
Increase in food output of
10bn
70%
projected by 20501 (2022: 8bn)
required by 20502
Feeding a growing population
and restoring nature
The world population passed eight billion
in 2022 and is expected to reach nearly ten
billion by 20501 with the majority of the
increase coming in south and east Asia,
and Africa. Feeding this growing population
will require a 70% increase in agricultural
output by 20502, and the challenge is
achieving this in a sustainable, regenerative
way. Agriculture has undergone yield-
enhancing shifts in the past but yields of
important crops such as rice and wheat
have now stopped rising in some intensively
farmed parts of the world. Agricultural soils
have been over-used and over-exposed to
chemical fertilisers, destroying their vitality
and threatening the food security of
3.2 billion people3, especially smallholder
farmers and poor rural communities.
Since most suitable land is already farmed,
most of this growth will come from higher
yields and more resilient crops in less
suitable land, supported by restoring
degraded ecosystems.
For more information on the trends in our
markets as a result of these challenges
See page 26
The enabler:
Digitalisation facilitating faster,
more connected supply chains
Digital is changing expectations about
transparency, with consumers demanding
businesses take responsibility for their own
operations, their supply chains and their
products at end of life.
Digital is also increasing the speed at
which new trends are adopted, enabling
businesses to deliver transformative
solutions from wherever they are conceived.
Successful products are those which are
innovative, highly effective, low impact,
sustainably sourced, and clearly labelled.
1. United Nations, World Population Prospects 2022
2. Food and Agriculture Organization of the United Nations, Global agriculture towards 2050
3. The Global Environment Facility, Land Degradation
Croda International Plc Annual Report and Accounts 2022
25
Strategic report Exploring new horizons
Megatrends continued
The technology trends affecting our markets
1. Move to sustainable ingredients
2. Move to biologics
Consumers want to live more sustainably and this is impacting their
decisions when it comes to the products that they buy. Generational
shifts are accelerating these trends with an increasing number of
consumers willing to pay more for purpose-led brands that meet
their specific values. Sustainability will be the biggest single driver
of consumer markets over the next decade and beyond.
Consumer-facing companies need to enhance consumer trust in
their brands, so are looking for ingredients that enable them to deliver
products with proven, substantiated claims and transparent, assured
information on their social and environmental footprints. Sustainable
ingredients must have a low footprint in terms of the carbon, water
and resources used in their manufacture, and should also contribute
to enabling consumers to live more sustainably.
Growing consumer demand for sustainable ingredients is driving
increased regulation by industry and national authorities. For
example, there are now very few countries in the world without
cosmetic legislation and an increasing number of countries also
have chemical regulations in place, with many more set to adopt
chemical legislation in the coming years. Increasingly widespread
and thorough legislation is providing a higher threshold for approval
for new ingredients while increasing consumer confidence about the
footprint and sustainability benefits of the products they buy.
The move to sustainable ingredients is not confined to consumer
markets. Not only do crop science companies want biodegradable
ingredients with a low carbon footprint, they also need innovative
ingredients that make a positive contribution to improving yields,
soil health and biodiversity.
Alongside more sustainable chemistry, biotechnology can be a highly
sustainable route for creating new and existing molecules that have
applications in high growth markets of today and the future.
Designed correctly, biotechnology will enable ongoing performance
innovation, facilitate ingredient footprint reduction, and support the
transformation to bio-based ingredients.
In Life Sciences, the 20th century was the era of the small molecule,
relatively simple compounds made by chemical synthesis. The 21st
century is the era of biologics, much larger molecules manufactured
inside animal cells or micro-organisms, that are already transforming
medicine and will transform agriculture over the next decade.
Biologic drugs mimic closely our body’s biology and are much better
at treating disease in a targeted way with fewer side effects. But they
are complex molecules that are hard to make, difficult to keep stable,
and need sophisticated delivery systems. They are also difficult to
administer and are normally injected because otherwise they would
be destroyed by stomach acid when swallowed.
The nucleic acid revolution that we are now witnessing, best
illustrated by the global roll out of mRNA vaccines for COVID-19,
is the next phase in the move to biologics. It is creating an incredible
number of opportunities because nucleic acids teach the body to
create its own medicine. This is a fundamental shift in the complexity
of new drugs and in their value – both in terms of patient outcomes
and commercial opportunities for pharmaceutical companies.
Although crop science is some years behind, it is also experiencing
a transformation to biologically active ingredients. For example,
naturally occurring microbes act as fertilisers for plants but have yet
to be exploited systematically to raise crop yields. The nucleic acid
revolution is also making new approaches possible in agriculture.
For example, RNA interference could be used as a precisely
targeted, environmentally friendly pesticide, by preventing the
production of a critical molecule in the body of a specific pest.
The ability for these biologics to target specific elements in the
host offers a significant opportunity to reduce negative impacts on
the planet and society. Increased targeting means reduced overall
dosage, fewer unintended side effects and the need for fewer
resources to produce the same benefits. Novel performance
means new approaches such as improved vaccination to both
prevent and cure diseases, and regenerative agriculture that
leverages the power of nature.
26
Croda International Plc Annual Report and Accounts 2022
Capturing new
opportunities
Through the divestment of most of our industrials
business, and the acquisitions we have made in
recent years, Croda has significantly repositioned to
be more closely aligned with the powerful megatrends
that are reshaping our markets. We are becoming a
pure play company, focused on high value niches in
consumer care and life science markets.
We are positively impacting everyday life in Consumer
Care, developing ingredients which help promote
consumers’ wellbeing, confidence and self esteem.
Having refocused our Pharma portfolio, we are
pioneering the future of health care by focusing on
segments with the highest development needs.
With the crop care market at a pivotal point in its
development, we are innovating for sustainable
agriculture, helping to address the sustainability
challenges of today, and developing new systems
for the delivery of the biopesticides of tomorrow.
For more information
on our businesses
See pages 34-42
Our new business structure
Consumer Care
Beauty Actives
• 16,300 combinations1
• 100 countries; >40% EM2
Fragrances and Flavours (F&F)
• 73,000 combinations
• 124 countries; >80% EM
Beauty Care
• 23,250 combinations
• 100 countries; >40% EM
Home Care
• 2,500 combinations
• >70 countries; >40% EM
Life Sciences
Pharma
• Drug delivery systems
• Empowering biologics
delivery
Crop Care
Crop Protection
• Leader in sustainable
delivery
• >5,000 customers across
multiple applications
Seed Enhancement
• Improving seed germination
and growth
Supported by
Industrial Specialties
• Key role in our integrated manufacturing model
• Supports our sectors on shared sites
• Operates supply contract to Cargill
1. Customer and product combinations
2. Emerging Markets
Croda International Plc Annual Report and Accounts 2022
27
Strategic report Exploring new horizons
Consumer Care
Capturing new opportunities
Anti-ageing CAGR:
8.9%
Beauty Actives CAGR:
5.3%
Beauty Actives
market
Sun Care CAGR:
4.3%
Naturals CAGR:
10.0%
Emerging markets CAGR:
8.0%
Beauty Care CAGR:
3.2%
Beauty Care
market
Fragrance market CAGR:
5.6%
Fragrance
market
Salon CAGR:
3.7%
Hair Care CAGR:
1.9%
Hair Care
market
Key:
Croda niches
Market
The charts show overall market sizes
and the size of the niches in which we
operate. A more detailed explanation can
be found opposite.
Market sizes and growth rates are
company estimates informed by a range of
third party sources.
CAGR = Compound Annual Growth Rate
28
Croda International Plc Annual Report and Accounts 2022
Croda is the name behind the high-performance
technologies in some of the world’s biggest brands,
creating, making and selling speciality ingredients that
are relied on by consumers everywhere. Long-term
trends such as an ageing population and an expanding
middle class are driving consumption, with increased
penetration of consumer care products across all
cultures of the world. Beauty, in particular, is becoming
synonymous with wellbeing, confidence and
self-esteem at every stage in life.
Economic growth in the developing world is
outstripping established markets with Asia, the Middle
East, and Africa representing particularly significant
sources of growth over the next decade. With current
economic headwinds, consumer demand is likely to
vary by region, and Croda’s global footprint should
help underpin a resilient performance. We are
implementing a strategic objective to achieve fast
growth in Asia and are already well established there.
We are also positioned to serve the growing indie
market in Asia by adopting the successful model we
have in North America.
Across consumer markets, we are focused on high
growth niches which value our innovation through
higher margins. Whilst skin care is already a fast-
growth segment, the anti-ageing niche that we target
is growing faster still. In Beauty Care, we have created
new franchises focused on mineral sunscreens and
professional hair care which are growing twice as fast
as the broader categories. Our Home Care business
is focused on two sustainability-driven niches, and
our heritage in Fragrances and Flavours is in serving
smaller customers in emerging markets, the segment
that is widely seen as higher growth.
Consumers are always on the look-out for improved
performance and will pay a premium for higher quality
products and new trends. We are positioned as the
leading innovator in consumer care markets,
delivering cutting-edge technology and new ideas
with proven substantiated claims. Consumers are
also thinking more carefully about the products
they buy and prefer those that are good for them
and the planet, as well as highly effective. We
are complementing our sector-leading range of
sustainable ingredients with assured information
about their impacts and an R&D programme
focused on improving the sustainability of our
ingredients and delivering sustainability benefits
in use to our customers.
Buying products online has never been simpler and
digital is increasing the speed at which new trends
are adopted, leading to continued fragmentation of
consumer markets. Proximity to our customers is now
more important than ever and our ability to facilitate
fast innovation and minimise customer time-to-market
is creating significant opportunities.
We supply key ingredients, with on trend formulations,
as well as broader support in areas like regulatory
expertise helping to ensure that all-important element
– speed. For our customers speed is the new IP.
Science and sustainability are driving consumers and
our customers, with customers also wanting more
intimate relationships with key suppliers to reduce
time to market. Our portfolio remains the foundation
of our success and is constantly evolving. The breadth
of our portfolio of speciality and active ingredients is
unrivalled in consumer care markets. In all we have
more than 40,000 different product/customer
combinations across Beauty Actives, Beauty Care and
Home Care, augmented by over 70,000 combinations
in F&F. In future, our broad portfolio, customer
insights, and formulation expertise will enable us to
become the complete provider of sustainable solutions
to the premium end of consumer care markets.
For more information
on our Consumer Care
businesses
See pages 34-37
Sustainability without compromise – ChromaPur
Small, manufactured plastic particles, known as microbeads, are used
in a wide range of cosmetic and personal care products, with research
suggesting that 87% of products from the ten best-selling cosmetics brands
contain these microplastics1. Often not visible to the eye, plastic microbeads
provide functionality such as exfoliation, sensory enhancement or adding
texture to cosmetic formulations. However, they often end up in oceans,
with a potentially negative impact on marine life.
Using patented technology Croda has developed ChromaPur as an
alternative. These cellulose powders provide exceptional sensory and
optical benefits, including optically blurring the skin surface, reducing the
appearance of pores and fine lines, and providing enhanced coverage and
colour intensity in colour cosmetics. These alternatives to plastic microbeads
are 100% natural, fully biodegradable, utilise a sustainable manufacturing
process, and deliver equivalent performance to existing solutions.
1. www.plasticsoupfoundation.org
1. www.plasticsoupfoundation.com
Croda International Plc Annual Report and Accounts 2022
29
Strategic report Exploring new horizons
Pharma
Capturing new opportunities
Nucleic acids market CAGR:
>20%
Market size: $30bn
Proteins market CAGR:
10%
Market size: $300bn
Small molecules market CAGR:
5%
Market size: $920bn
Increasing
development need
This graphic shows the
correlation between growth
potential and development
need of the segmented
pharma market. The drug
delivery niche where we
operate typically represents
1-3% of the total market
sizes shown. A more
detailed explanation can
be found opposite.
Market sizes and growth rates
are company estimates
informed by a range of
third party sources.
CAGR = Compound Annual
Growth Rate
30
Croda International Plc Annual Report and Accounts 2022
The pharmaceutical market is large, valued at over
$1.2 trillion a year and growing at over 6% CAGR.
It is also a resilient market, largely independent of
the macro-economic environment.
The chart opposite shows the pharma market
segmented by growth potential and development
need. At the bottom is the mature small molecules
segment, very big and still growing middle single
digit, but without the need for significant development.
Above it is the protein segment, including monoclonal
antibodies. Protein drugs have been developed over
the last few decades and represented the first phase
of the move to biologics. They account for the
majority of the top ten selling drugs today and can
cost thousands of dollars per treatment. Although this
segment is relatively large already, it is still growing
double digit. At the top is the nucleic acid segment
which is the next phase of the move to biologics.
Whilst it is currently a small segment, it is growing
extremely fast and is widely regarded as the next
blockbuster drug class. This is because nucleic acids
can address the root cause of a disease. They have
the potential to change the way that patients with
cancer or genetic diseases are treated, and in some
cases even provide a cure.
Very few drug formulations comprise the Active
Pharmaceutical Ingredient (API) alone. Croda focuses
on providing the components and systems for
delivering the API. We are empowering biologics
delivery by developing systems that deliver the API to
the target site in the body, maintain its stability and
improve its efficacy. For protein delivery we provide
a range of speciality excipients for challenging
formulations including injectables. By focusing on high
value niches, we are the largest excipient supplier
by value. In adjuvant systems, we are the only
independent supplier with a full component portfolio
and the ability to put those vaccine adjuvants together
to power the therapeutic vaccines of the future.
We are the leading innovator of components for
nucleic acid delivery, capable of both developing new
systems and scaling them up to support commercial
roll out. We leverage more than 50 years’ experience
acquired with Avanti and the co-investments we are
making with governments in the US and UK.
In total we have over 5,000 customers across the
whole lifecycle of a drug, from research to commercial
manufacturing. Our approach is to develop delivery
systems for candidate drugs in early-stage research,
generating revenue during clinical development and
then as the principal supplier of the delivery system if
the drug is commercialised. Our broad base means
that we are not dependent on a single customer, and
instead are exposed to a wide range of customers,
drugs and applications.
Supplying delivery systems to help prevent
cardiovascular disease
Nucleic acid-based therapies are the next big blockbuster drug class opening
up exciting applications such as gene editing, where a patient’s genetic
material can be modified to correct a disorder. Nucleic acid-based
therapeutics require sophisticated technologies to deliver the active and
overcome challenges such as instability.
Croda is the leader in non-viral delivery systems for nucleic acid. We are
working on many gene therapy applications including a phase III trial with
Verve Therapeutics to cure genetically induced high cholesterol, a condition
affecting 31 million people worldwide that can lead to accelerated heart
disease and early death. Verve Therapeutics recently dosed the world’s first
patient with a gene editing medicine to correct the disorder, using lipids
supplied by Croda as the delivery system. In preclinical studies, a single dose
of the drug to silence the problematic gene resulted in a 60% reduction in
LDL-cholesterol, persisting for 20 months.
Scan this QR code
to read more
We are pioneering the future of health care by
focusing on segments with a high development need.
Our key differentiator is innovation, creating new
ingredients from sustainable sources that have a
unique quality. By combining these ingredients into
systems tailored for specific applications we can price
our products based on the value of the outcome,
thereby creating value for shareholders as well as
contributing to new treatments for patients.
For more information
on our Pharma
businesses
See pages 38-41
Croda International Plc Annual Report and Accounts 2022
31
Strategic report Exploring new horizons
Crop Care
Capturing new opportunities
Conventional crop care CAGR:
3%
A more detailed explanation
can be found opposite.
Market sizes and growth rates are
company estimates informed by a
range of third party sources.
CAGR = Compound Annual
Growth Rate
Biopesticides CAGR:
8%
Biopesticides market size:
$5bn
Conventional crop care market size:
$60bn
32
Croda International Plc Annual Report and Accounts 2022
We are at a pivotal moment for the agriculture industry
which is facing the dual imperatives of delivering
higher yields to feed a growing population and
reducing chemical use to support sustainable food
production1. Through our deep understanding of
plant science, we can contribute to increasing food
production without the need to use more land,
thereby helping to improve global food security.
We are also innovating to accelerate sustainable
and regenerative agriculture in line with our aspiration
to become Net Nature Positive by 2030.
The conventional crop care market is large, valued at
$60bn, and growing at 3% a year. The market for
biopesticides is much smaller at $5bn but is growing
at 8% CAGR. While agriculture has traditionally relied
on chemical fertilisers and pesticides, the industry is
moving to biologics which are more specific and have
a lower impact on biodiversity.
Through our expertise in delivery systems, we are
enabling our customers to make the move to biologic
actives. Today, predators are used to control insects
in greenhouses. Next, micro-organisms will be used
more widely as pesticides, stimulants or fertilisers, and
we are developing next generation delivery systems
for these new microbial actives. In the future, nucleic
acid will be used to target a specific pest, avoiding
unintended impacts on pollinators, or to teach a plant
to make its own medicine to inactivate a disease, and
we are innovating to enable this approach. The move
to biologics is a significant opportunity for Croda as
biopesticides, biostimulants and biofertilisers all need
new systems to ensure their effective delivery.
Our expertise in seed enhancement supports this
move to biologics as microbials can be applied via
treated seeds to stimulate growth thereby delivering
higher yields and reducing the need for the crop to
be sprayed. We are also helping solve the problems
the industry is facing, for example being first to market
with a microplastic-free seed coating many years
before new regulation, and by ensuring seeds
germinate in the more challenging conditions created
by climate change.
With the agriculture sector a major contributor to
global GHG emissions, we recognise we must both
create solutions for the future and help address the
challenges of today. We create biostimulants to
enable farming of less suitable land and mitigations
for abiotic stress that promote plant growth in the
increasingly harsh weather conditions. We offer drift
reduction technologies to target spraying of crops, a
key enabler to new farming practices such as drone
application, and to reduce pesticide use and run-off.
Our low carbon and bio-based delivery systems are
enabling the move to sustainable ingredients, and our
expertise in biodegradability is promoting soil health.
Microplastic-free seed coatings
Seed coatings and treatments provide vital protection against pests and
diseases, reducing the need to spray chemical plant protection products and
fertilisers. Many seed coating products contain polymer-based binders which
have poor biodegradability profiles and leave small plastic particles in the soil.
Agricultural activity accounts for about 10% of the total microplastic release
and while seed treatment accounts for a small proportion of this, we can still
play a critical role in reducing the environmental impact of microplastics.
Our range of microplastic-free seed coatings launched in 2021 have been
applied to crop and vegetable seeds covering over 100,000 hectares of land.
We expect this to grow as European customers adopt our microplastic-free
alternatives ahead of legislation banning microplastics in seed coatings
from 2028, and other regions also adopt similar legislation.
Scan this QR code
to read more
With our focus on delivery systems, Croda is
positioned as innovation partner to the major crop
science companies. Innovation is becoming more
collaborative as delivery systems become more
specific to the active. Our relationships with smaller
companies are also growing as we expand in Asia
and the industry is disrupted by the move to biologics,
allowing us to make a bigger contribution to global
food security.
For more information
on our Crop Care
businesses
See pages 38-41
1. The European Union’s Farm to Fork strategy, announced in 2020
Croda International Plc Annual Report and Accounts 2022
33
Strategic report Delivering consistent outperformance
Sector reviews
Consumer Care strategy:
The most responsive, innovative and sustainable
solution provider
“Proximity to our customers is now
more important than ever – our ability
to facilitate fast innovation and minimise
customer time-to-market is creating
significant opportunities. We supply the
ingredients, and on-trend formulations,
as well as broader support in areas like
regulatory expertise to deliver that all-
important element – speed. For our
customers speed is the new IP.”
David Shannon, President Consumer Care
Business units
Beauty Actives
(c.15% of sector sales)
Beauty Actives operates in the highest premium part of the market,
offering customers scientific expertise for unparalleled product efficacy.
Croda leads the market with the largest actives portfolio, through
three brands: Sederma, for differentiated skin actives derived from
peptides and biotech; Alban Muller, for natural botanical actives;
and Crodarom, for botanical extracts. The strategy is to be the
‘go to’ provider for performance claims, reinforcing our leadership
by expanding our footprint, accessing sustainable technologies,
leveraging the recent Alban Muller acquisition and targeting new
acquisitions in adjacent technologies, such as the recently
announced Solus acquisition.
Fragrances and Flavours (F&F)
(c.25% of sector sales)
F&F is the preeminent emerging market provider, with near-global
reach and innovative technologies that meet smaller customers’
needs. This is delivered through two fragrance brands: Iberchem,
differentiated by its customer intimacy and responsiveness; and
Parfex, with its excellent reputation in prestige markets for fine and
natural fragrances, as well as Scentium in Flavours. The strategy is to
develop the business as a leader in sustainable fragrances, unlocking
the potential of F&F through organic growth and driving synergies
with Croda’s ingredient customer base.
Beauty Care
(c.55% of sector sales)
Home Care
(c.5% of sector sales)
Beauty Care delivers differentiated ingredients across skin, hair
and solar care, with a heritage portfolio which is the second largest
in the industry. The strategy is to strengthen Beauty Care through a
focus on growth and agility in the target market segments, innovate
in sustainable effect ingredients, deliver a full service formulation
capability for customers and differentiate our products through
a rich data set which customers can leverage to meet their
specific market needs.
Consumer Care SDG alignment:
Contributes to 19 SDG targets
Home Care is focused on bringing Croda’s ingredients to selective
premium home care markets. This is delivered through two technology
platforms which deliver improved efficacy and sustainability: fabric
care, with proteins that increase the lifetime of clothes; and household
care, with sustainable alternatives to fossil-based surfactants.
Total number of
Consumer Care
customers:
6,100
up from 4,300 in 2014
Presence in
>120
countries, up from 54 in 2014
34
Croda International Plc Annual Report and Accounts 2022
For more information on Consumer
Care, see the investor seminar hosted
in March 2022.
Strengthening Consumer Care to be more
responsive, innovative and sustainable
Croda has the broadest range of critical Consumer
Care ingredients in the industry, speciality products
that are both sustainable and underpinned by
performance. Our business model helps us to win;
operating in over 120 countries, Croda supports
customers large and small globally.
The Consumer Care strategy reflects the megatrends
that shape consumer behaviour and drive our
customers’ needs. Consumers want performance
and will pay a premium for high quality, innovative
formulations and substantiated product claims.
They also want to live their lives more sustainably and
this is impacting their decisions when it comes to the
products to buy.
Our ambition is to be the world’s most sustainable,
innovative and responsive solution provider.
Already recognised as a market-leading innovator,
our strategy is to continue to strengthen Consumer
Care in fast growth niches, by accelerating innovation,
expanding our sustainable product portfolio and
enhancing our customer intimacy. Leadership requires
us to deliver sustainable ingredients with the best
performance and data to support customer claims.
We will also lead in formulation science and
application technologies.
Our innovation is improving the sustainability of our
ingredients and finding high performance replacements
for fossil-based products. New Formulation Academies
enable us to showcase our ingredients, educate
customers on their use and develop finished
formulations for customers, incorporating both our
performance-based ingredients and emotion-driven
fragrances and botanicals to deliver complete solutions.
This is particularly attractive to smaller companies, who
can partner with Croda to launch products to the
market at pace.
With the personal care market in Asia developing
rapidly, we have a ‘fast grow’ programme to expand
our technical and sales presence. This is being
supported by selective expansion in manufacturing
and a focus on acquisition opportunities, targeting
adjacent active technologies and natural ingredients.
We have reached agreement to acquire Solus
Biotech, consolidating Croda’s position across three
critical technology platforms of peptides, ceramides
and retinol, while adding a North Asia manufacturing
facility and biotech innovation hub.
Consumer Care targets annual organic sales growth
of at least 5%, supplemented by synergies from
integrating the recent F&F acquisitions, with a return
on sales at or above 25%, over the medium-term.
Its key target markets are skin care, hair care, solar
protection, fabric and surface care, and fragrances.
Croda Purpose
Smart science to improve livesTM
Consumer Care vision
To be the world’s most responsive, innovative and
sustainable solution provider in consumer care markets
Strategy to Strengthen to Grow Consumer Care
Responsive
• Enhance customer
intimacy
Innovative
• Drive innovation in
premium markets
• Full formulation
• Scale biotechnology
capability
Sustainable
• Develop more
sustainable
ingredients
• Support with greater
transparency
Fast grow Asia
Leveraging Group-wide capabilities to accelerate
the development of natural active ingredients
The move in cosmetics towards replacing synthetic ingredients with
sustainable alternatives is increasing demand for naturally sourced actives.
In anticipation of this trend, Croda acquired Nautilus, a leading marine
biotechnology company based in Nova Scotia, Canada, subsequently
creating the Croda Centre of Innovation for Marine Biotechnology.
Leveraging the extensive expertise of Nautilus in sourcing and evaluating
potential marine molecules, with Sederma then selecting and scaling up
promising natural actives for testing, we have been able to accelerate the
development of natural actives. We expect to launch two patented products
based on marine micro-organisms in 2023, one for skin care and one for hair
care. This follows both in-vitro and in-vivo trials, along with positive customer
feedback during previews.
Croda International Plc Annual Report and Accounts 2022
35
Strategic report Delivering consistent outperformance
Sector reviews continued
Consumer Care performance review
A solid performance demonstrates increased resilience
“Consumer care products are
increasingly synonymous with
wellbeing and self-esteem, with
consumers willing to pay a premium
for new trends and high quality/low
impact products that are good for
them and good for the planet.”
Sales
£897.8m
(2021: £763.0m)
Adjusted operating
profit
£204.7m
(2021: £188.5m)
Consumer Care delivered a solid performance in 2022,
with record sales and profit but a more constrained
second half year performance. Sales were up 18%
and adjusted operating profit 9% higher. Across the
four businesses, Beauty Care and F&F saw the
strongest growth. Beauty Care developed well in the
higher value niches driven by demand for sustainable
ingredients, such as mineral sunscreens. Within F&F,
sales in fragrances recovered after a challenging
2021, as emerging market conditions improved,
alongside developing Croda sales synergies and
benefits from integration of the recent Parfex acquisition.
Beauty Actives had a quieter year, with destocking
impacting performance but good progress integrating
the recent Alban Muller acquisition. Home Care grew
with the roll out of high value protein ingredients.
Sales grew to £897.8m (2021: £763.0m). Price/mix
was up 22% as significant input cost inflation was
successfully recovered. Volume was 12% lower than
2021, driven by two components. Firstly, excess
stocks across our customers and the retail supply
chain, following strong demand in 2021 to meet the
post-pandemic recovery, led to destocking by
customers in the second half of 2022, particularly in
North America. Secondly, volume was lower due to
selective demarketing of lower margin products due
to capacity constraints in some Croda sites, together
with the closure of our Russia office. It is estimated
that customer destocking has accounted for five
percentage points of the volume decline, with five
points from demarketing and the balance from Russia
and other impacts. Previous acquisitions added 2%
to overall sales growth (in their first 12 months of
ownership) and currency translation added 6%.
Adjusted operating profit increased to £204.7m
(2021: £188.5m). Return on sales reduced to 22.8%
(2021: 24.7%), with second half year margin lower
due to the gearing effect of lower volume and the
impact of the adverse business mix, as Beauty Care
and F&F grew faster than the higher margin Beauty
Actives business. IFRS operating profit declined to
£144.5m (2021: £168.0m), including an impairment
charge of £34.6m to the carrying value of the Flavours
business, where lower forecast sales and margin have
reduced the future value projection.
Delivery of our Strengthen to Grow strategy is
progressing well, positioning Consumer Care as a
more resilient growth platform. Consumer care
products are increasingly synonymous with wellbeing
and self-esteem, with consumers willing to pay a
premium for new trends and high quality/low impact
products that are good for them and good for the
planet. Croda is positioned as the leading innovator,
developing cutting edge products with substantiated
claims and fully assured impact data for customers to
develop their new products. In 2022, we published
product information dossiers on our products and are
developing life cycle assessments and associated
carbon footprint data that include the scope 3 carbon
emission data for our products. Driving fast innovation
and minimising customers’ time to market, we have
launched Formulation Academies, promoting our full
service formulation capability and giving smaller
customers greater access to market-leading
formulations. With over 70,000 customer/product
combinations in F&F and 40,000 across the remainder
of Consumer Care, the Academies are benefitting all
our businesses, but particularly Beauty Care and F&F.
We are expanding in Asia, with rising regional
consumption increasing penetration of consumer
care products and Croda’s sales now matching those
in North America. China is likely to be the fastest
growing market, with Croda already well established
and serving the domestic market through imports
and local production, achieving high single digit
percentage sales growth in 2022 despite local COVID
lockdowns. With our ‘fast grow Asia’ strategic initiative,
investment in China is increasing innovation and sales
resource, replicating our US model to serve a growing
customer base of ‘Indie’ brands and acquiring a site
to expand our fragrance and botanical production.
More broadly, investment in Consumer Care is
focused on expanding sustainable technologies,
including biotech. We continue to explore targeted
acquisition of adjacent knowledge-rich technologies,
building on the agreement to acquire Solus Biotech,
with its rich IP and proprietary know-how in biotech-
derived beauty actives.
36
Croda International Plc Annual Report and Accounts 2022
Skin care is a growth market, with the anti-ageing
niche we target growing even faster. Beauty Actives
has the largest active ingredient portfolio. Underlying
sales were flat in 2022 against a strong prior year
which had seen sales grow close to 30%, and the
business experienced customer destocking in the
third quarter but recovering somewhat as the year
finished. Beauty Actives increased its customer base
and innovation pipeline. Croda is the recognised
leader in peptide ingredients, an effective anti-ageing
technology, and is expanding into two other critical
technology platforms – retinol and ceramides.
In retinol, 2022 saw the launch of Revitalide, which
is differentiated through encapsulation, leveraging
expertise from our Brazil encapsulation centre of
excellence, which improves skin penetration ninefold
and doubles its lasting effect. We are entering the
ceramides market through the agreement
to acquire Solus.
Beauty Care saw success from new teams focused
on mineral sunscreens and professional hair care,
segments growing twice as fast as broader
categories. Strong double digit percentage sales
growth saw record solar protection sales, driven by
consumer preference for mineral-only sunscreens and
greater use of UV filters in daily wear products, with
sales particularly strong in Asia. We achieved our
People Positive commitment of protecting 60 million
lives globally through sun care solutions, seven years
ahead of schedule. Alongside this success, the
consumer shift to sustainable ingredients saw Croda
expand its bio-based and milder surfactant portfolio,
while Personal Care sales of ECO bio-based
surfactants tripled in the year, supporting our ambition
to eliminate petrochemical derived surfactants globally.
New product launches included ChromaPur, a natural
alternative to microbeads that contain microplastics
and are currently used in a wide range of personal
care products.
F&F is focused on serving local customers in
emerging markets, which are seeing the highest
growth in fragrances. Sales grew by over 20%,
with strong price recovery of raw material inflation.
Innovation included bio-based fragrances and the
launch of VernovaCaps, only the second
biodegradable fragrance capsule on the market.
The technology opens up encapsulated fragrances
to customers beyond major global brands and has
already been selected for fabric conditioners.
The recent acquisition of Parfex has increased our
presence in fine fragrances and our position in France.
We have expanded our teams in Indonesia and South
Africa, and launched a new F&F operation in Brazil,
leveraging Croda’s existing personal care strength.
We are investing in China, already a significant
fragrance market for Croda.
Following some COVID-imposed delays, we are now
driving integration synergies which will deliver nearly
€50m of annual sales through combination with
Croda’s formulation capability. Home Care secured a
new contract which will underpin growth in its core
protein fabric technology and launched a microbial
cleaning technology creating a new sustainable niche.
Biodegradable fragrance encapsulation
Fragrance encapsulation involves advanced delivery systems that allow the
timed release of fragrances, critical in various applications such as laundry,
fabric softeners and deodorants. After several years of innovation, in
May 2022 our F&F business launched its new biodegradable fragrance
capsules, known as VernovaCaps.
Iberchem’s VernovaCaps are the second biodegradable fragrance
encapsulation technology on the market and the only one with a
biodegradability profile corresponding to the OECD’s standards of
‘readily biodegradable’. The new fragrance technology not only offers a high
level of biodegradability but is also predominantly bio-based, marking a
significant milestone in the sustainability development of our F&F business.
Scan this QR code
to read more
Croda International Plc Annual Report and Accounts 2022
37
Strategic report
Delivering consistent outperformance
Sector reviews continued
Life Sciences strategy:
Empowering biologics delivery
“In the last ten years something incredible
has happened. With the genome
revolution, we are no longer giving
medicine to the body, we are telling
the body to create its own medicine.
This is opening an incredible number
of possibilities that will change the
pharma sector in the next ten years.”
Daniele Piergentili, President Life Sciences
Crop Care
Crop Protection
(c.30% of sector sales)
Crop Protection has leading relationships with the major crop
science companies, offering ingredients that improve performance
and delivery of crop formulations. Our strategy is to deliver
sustainable solutions using technology platforms and expertise in
complex crop formulation systems, improving yields, accelerating
the transition to biologics and contributing to food security.
Seed Enhancement
(c.10% of sector sales)
Seed Enhancement leverages our leadership in seed coating
systems to improve germination, stimulate healthy development
of seeds and increase crop yield. Our strategy is to be the leader
in sustainable solutions for field and vegetable crops.
Total number of
Pharma
customers:
>5,000
Partner to major
crop science
companies and
growing number
of small and
medium sized
customers
Business units
Pharma
(c.60% of sector sales)
Pharma targets leadership in biologics drug delivery, delivering drug
and vaccine systems through synthesis, system formulation and
application technology know-how, and comprises three platforms:
Protein/Small Molecule Delivery has an established record of providing
excipients (delivery systems) for complex protein drugs. These large, sensitive
molecules are typically injected. Our differentiated range delivers the highest
purity excipients to customers, including ‘Big Pharma’. Our strategy is to
support established small molecule drugs and develop excipients for
complex protein and monoclonal antibody (mAb) applications.
Adjuvant Systems was created by our 2018 acquisition of Biosector,
creating the best invested third party supplier of adjuvants (immune
response boosters) for vaccines. Our strategy is to accelerate use
of innovative adjuvant systems, comprising multiple building blocks,
supporting WHO vaccine programmes and the development of future
preventative and therapeutic vaccines.
Nucleic Acid Delivery was created by our 2020 acquisition of Avanti
and delivered the world’s first commercial lipid system for mRNA
vaccines for COVID-19. Nucleic acid therapeutic drugs and vaccines
will be increasingly commercialised from 2025. Avanti brought an
unmatched portfolio of R&D customer relationships, with over 3,000
customers and a diverse range of lipids and similar components.
Our strategy is to be a global leader in nucleic acid delivery systems
by expanding our portfolio of technologies and ingredients.
Life Sciences SDG alignment:
Contributes to 18 SDG targets
38
Croda International Plc Annual Report and Accounts 2022
For more information on Pharma, see the investor
seminar hosted in October 2022. A Crop Care
investor day is to be held in 2023.
Expanding Life Sciences to empower
biologics delivery
In Life Sciences, Croda focuses on providing delivery
systems for active pharmaceutical and crop ingredients.
Our technologies deliver the active, improve its efficacy
and solve challenges of stability and sustainability in
customer formulations. Our ‘buy and build’ approach
to new technology platforms has made Life Sciences
as important to Croda as Consumer Care.
Our global footprint gives us presence in the major
crop regions and access to leading pharma R&D. Our
strength in North America and Western Europe is now
leveraged through expansion in Asia and Latin America.
Working as an innovation partner to the major crop
science companies, we have also expanded with
medium and smaller sized customers, especially
local customers in Latin America, India and China.
Our acquisition of research-focused Avanti in 2020
expanded our pharma customer base to span drug
and vaccine discovery and clinical trial stages,
alongside our established commercialisation business.
These relationships extend beyond global brands to
academia, start-ups and biotech, where significant
breakthrough discovery happens.
Our strategy is to expand Life Sciences to empower
biologics delivery, enabling the move from small
chemically synthesised molecules to large and
complex biologics, a megatrend which is transforming
the pharmaceutical market and which will transform
agriculture. In Pharma, we focus on segments with
the strongest growth and highest innovation needs,
leveraging our delivery systems and technology
platforms to create new solutions for customers.
In Crop Care, we are reinforcing our leadership
with sustainable solutions and leveraging our
expertise to accelerate the transition to biologics,
which will enable greater targeting of actives
and reduced biodiversity impact.
To deliver this strategy, we are investing in innovation,
knowledge and capacity. Our R&D investment is
creating an extensive innovation pipeline. We are
increasing our knowledge base in innovation, sales
and manufacturing, co-investing with national
governments who recognise the importance of
biologics in the 21st century. We are supplementing
organic growth with acquisition of new technology
platforms, building on the successful growth of our
vaccine adjuvant platform, acquired in 2018 and
already doubled in sales, and our lipid systems
platform, acquired in 2020 and the first to deliver
a commercial COVID-19 mRNA delivery system.
Life Sciences targets high single digit percentage
annual sales growth, with a return on sales over 30%
over the medium-term.
Purpose:
Smart science to improve livesTM
Life Sciences vision:
To empower biologics delivery
Strategy to Expand to Grow Life Sciences
Pharma
Crop Care
• Focus on delivery system niches
with high development needs
• Reinforce leadership in sustainable
delivery systems
• Transition from ingredients supplier
• Enable the transition to biopesticides
to systems provider
Invest in innovation pipeline, knowledge and capacity
Investing in organic expansion in Crop Care
Atlox 4913TM is valued by customers for creating stable dispersions in complex
crop formulations, ensuring consistent distribution of actives and preventing
formulation breakdown. Market demand for this product has increased
significantly in recent years, particularly in 2022 with high crop prices incentivising
farmers to invest in yield improvements. Despite high input costs, growers are
seeking new crop protection solutions as they try and secure the highest
possible yields. We have invested in expanding our capacity to meet the needs
of our customers and in 2022 created additional capacity for the manufacture of
Atlox 4913TM at our Campinas site in Brazil. Our customers value local access to
this key dispersant and further investment is mapped for the next five years to
expand capacity in other key regions such as Asia.
Croda International Plc Annual Report and Accounts 2022
39
Strategic report Delivering consistent outperformance
Sector reviews continued
Life Sciences performance review
Building on an exceptional prior year
“Our strategy is to expand Life
Sciences to empower biologics
delivery, enabling the move from
small chemically synthesised
molecules to large and complex
biologics which is transforming
pharmaceuticals and which will
transform agriculture.”
Sales
£682.3m
(2021: £572.3m)
Adjusted operating
profit
£229.4m
(2021: £208.5m)
Following an outstanding year for Life Sciences in
2021, with the rapid expansion of Pharma following
the Avanti acquisition and exceptional demand for
COVID-19 vaccines, 2022 saw further strong
progress. Sales increased by 19% and adjusted
operating profit by 10%. Across the three businesses,
Crop Protection led the way, with exceptional growth
driven by double-digit percentage volume and price/
mix increases. Seed Enhancement, with its innovative
microplastic-free product innovation, also grew sales
by double-digit percentage. Croda Pharma consolidated
on its stellar growth in 2021, with continued expansion
in delivery systems in Protein/Small Molecule Delivery
and for non-COVID nucleic acid applications.
Sector sales grew by 19% to £682.3m (2021: £572.3m)
with performance strengthening in the second half of
the year. Price/mix grew by 6%, while volume was 8%
higher. Currency translation added 5% to overall sales
growth. Adjusted operating profit increased by 10% to
£229.4m (2021: £208.5.m), with IFRS operating profit
also up 10% to £220.3m (2021: £201.0m). 2022’s
performance was achieved despite an anticipated
near 40% decline in sales of lipid systems to our
principal COVID-19 vaccine customers. With Crop
Protection a larger proportion of the sales mix and
normalising lipid systems margin, return on sales
reduced to 33.6% (2021: 36.4%).
Crop Protection was the standout business, delivering
strong double digit percentage sales growth, with a
combination of high global demand and significant
commodity price inflation supporting value added
crop treatments. Working in partnership with crop
science customers and collaboratively to solve
sustainability challenges and improve yields, our
aspiration is to be Net Nature Positive by 2030.
A particular area of focus is biodegradability to
promote soil health, with a number of new
biodegradable ingredients coming to market.
Syngenta awarded Croda its ‘Reduction in Carbon’
supplier award, recognising the carbon benefits in use
of Croda’s products and the customer benefits from
our sustainability strategy. We are investing to develop
systems for next generation biopesticide delivery that
use microbials and RNA, a market which is currently
much smaller than conventional pesticides but is
growing fast. Biologic actives are more complex and
specific, meaning land treatment can be at a much
lower level than conventional chemical pesticides.
Seed Enhancement also delivered a double-digit
percentage sales increase. As an innovation partner
to leading seed companies, our range of microplastic-
free seed coatings have been proven in field trials
across a variety of vegetable and field crops,
with all major customers and in all major regions.
This is creating significant growth opportunities,
with commercial sales in multiple field crops and
vegetables already secured. The business delivered
the first successful field trials in the Americas for
drought-resistant seed coatings, helping farmers to
reduce the negative impact from abiotic stress. It also
developed a tailored treatment for potato seeds which
have multiple sustainability benefits over potato tubers
that farmers have traditionally used.
In 2022, our Health Care business was repositioned
as ‘Croda Pharma’ to focus on segments with
complex development requirements. The relaunch
was accompanied by a new brand, organisational
structure and governance for its exciting project and
innovation pipelines. Protein/Small Molecule Delivery
grew strongly, providing delivery systems for both
mature small molecule drugs and higher growth
protein and mAb applications. With 1,400 direct
customers, the business is working on over a
thousand customer projects across both clinical
development and commercial supply. These include
projects in several therapeutic areas, such as
osteoporosis, hypertension, diabetes and cancer,
particularly in Asia, North America and Europe.
Strong demand in India will be supported by a new
Pharma innovation centre opening soon in Hyderabad.
40
Croda International Plc Annual Report and Accounts 2022
Within Pharma, the Adjuvant Systems business saw
reduced demand from COVID systems in 2022 but
has grown to over 100 commercial customers for
prophylactic vaccines that prevent disease. It is also
supporting many hundreds of pre-clinical and clinical
projects, including new prophylactic vaccines driven
by the WHO’s immunisation agenda and novel
therapeutic vaccines that fight already contracted
disease. These include a respiratory syncytial virus
(RSV) vaccine in phase III trials, a personalised cancer
vaccine in clinical phase II development and a new
vaccine for Ebola. The innovation pipeline is focused
on the development of adjuvant systems to power
the therapeutic vaccines of the future, leveraging
expertise added with the Avanti acquisition and a
new applications laboratory in Denmark.
With mRNA vaccines for COVID-19 having proven
the viability of our Nucleic Acid Delivery business,
the market for new drug and vaccine applications
is developing fast, both for mRNA-based drugs and
gene editing applications, which modify a patient’s
genetic material to correct a disorder. 2022 sales
were approximately US$170m (2021: $230m), a
little ahead of expectations. Sales outside the principal
COVID-19 vaccine customers now represent almost
40% of business sales and are expected to be the
majority of the $120m sales expected in 2023, as
COVID-19 sales continue to decline. Supporting close
to 100 nucleic acid drugs currently in development,
including manufacturing materials for a phase III trial
of a flu vaccine, combination vaccines, cancer
immunotherapies and the world’s first human trial of
a gene therapy application, the pipeline for this
business is strong.
We are investing in innovation, knowledge and capacity
to broaden our footprint and capabilities in drug delivery,
including new application laboratories aligned to each
business. We have a £175m capital programme for
the period 2021-24 to expand our Pharma capability,
including the expansion of the US Avanti site into a full
GMP facility, the expansion of our UK lipid scale up
facility and the creation of a second US GMP scale
up plant in Pennsylvania. Our investment is supported
by up to an additional £75m from the UK and US
governments, in recognition of the importance of our
delivery systems to future drug development and their
pandemic preparedness plans.
Supporting the next generation of therapeutic vaccines
Vaccine adjuvants are used to enhance immune response to an antigen,
improving the overall efficacy of the vaccine and increasing protection
against the target disease. Croda is the leading independent supplier of
vaccine adjuvants with unrivalled breadth across aluminium, saponin and lipid
based adjuvants.
In addition to traditional prophylactic (preventative) vaccines, our technology
is enabling the next generation of therapeutic vaccines, used to combat an
already contracted disease. These are typically higher value, requiring more
advanced adjuvant systems. One of Croda’s adjuvant systems is included in
a personalised immunotherapy drug candidate, currently in phase II clinical
trials. The vaccine, in combination with an inhibitor treatment, targets
metastatic melanoma, a disease occurring when cancerous cells from the
primary tumour spread, starting a new tumour elsewhere in the body.
Croda International Plc Annual Report and Accounts 2022
41
Strategic report Delivering consistent outperformance
Sector reviews continued
Industrial Specialties performance review
Sales
£509.2m
Adjusted operating
profit
£81.0m
Industrial Specialties established
The Performance Technologies and Industrial Chemicals
(PTIC) business performed well in the first half of
2022, with recovery of material input cost inflation, as
volume declined as industrial markets destocked and
were impacted by emerging macroeconomic
recession. Industrial Chemicals benefitted from the
strong commodity pricing environment.
Croda divested the majority of the PTIC business on
30 June 2022. From 1 July 2022, the part of PTIC
retained by Croda became Industrial Specialties (IS),
including the Sipo joint venture in China. IS plays a
critical role in our shared manufacturing model,
supporting the efficiency of the Consumer Care and
Life Sciences sectors. In addition to supplying
ingredients for water treatment, fibres and fabrics,
emulsion technologies, low emission coatings, display
technologies and electronics, it also generates revenue
from a new supply agreement with the acquirer.
IS revenue totalled £509.2m in 2022 (2021: £554.3m)
and adjusted operating profit increased to £81.0m
(2021: £71.6m), despite the lack of the divested
business in the second half year. IFRS profit was
£79.9m (2021: £69.2m).
42
Croda International Plc Annual Report and Accounts 2022
Industrial Specialties established to
support Consumer Care and Life
Sciences sectors
The Industrial Specialties (IS) business has
been established with a lean operating model
to support our Consumer Care and Life
Sciences sectors, where we see exciting
growth opportunities and are focusing
investment. Alongside the supply agreement
to Cargill, whereby Croda supplies products
needed by the acquirer to meet customer
requirements, the remaining industrials
business also generates revenue by
leveraging core Croda chemistries to support
the overall efficiency of our operations.
For example, some IS sales are generated
from products produced on shared
manufacturing plants, or utilise by-products
from other processes as raw materials,
such as our Pharma operations in Leek, UK,
where profitability is maximised by finding
valuable industrial applications for products
produced using by-products from Pharma
manufacturing. Another example of this in
practice is at Rawcliffe Bridge, UK, a core
Croda site producing both Consumer Care
and Life Sciences products, where industrial
applications for products produced using
co-streams from lanolin production
improve overall efficiency and increase
plant utilisation levels, creating additional
value from lanolin production.
Strategic report
Investor proposition
Croda is becoming a pure play company, focused on high value niches in consumer care
and life science markets. This is creating a stronger margin, higher return, more knowledge
intensive and lower carbon intensive business. This will translate into consistent top line
growth and increased margins, delivering superior returns in the years ahead.
A differentiated business…
Focused on high growth niches
We prioritise value over volume and focus on high growth niches.
Operating with flexible manufacturing we can be responsive to demand.
Underpinned by innovation
Intellectual property and know-how underpin our success. Direct selling, unrivalled
customer intimacy and local R&D facilities fuel our innovation engine.
With a Purpose-led culture
A culture built on customer intimacy, innovation, and entrepreneurial spirit, guided
by our Purpose. This supports a decentralised operating model with decisions made
‘close to customers’.
Leading sustainability Commitment
Sustainability is a core pillar of our strategy. Not only is it the right thing to do, it will
also drive growth in our business as consumers demand sustainable ingredients.
And a diversified customer base
With diversified exposure across markets, customers, and
technology platforms we are not reliant on any single customer.
...with attractive financial characteristics
Attractive operating margins
A focus on small niches, where our innovation is valued by customers,
means we achieve an attractive return on sales.
With high returns on capital
Our capital light and cash generative operations support high returns
on capital, with a target of at least two times out cost of capital.
A clear capital allocation policy
We have a clear capital allocation policy prioritising organic investment
in sustainability and innovation for growth.
And strong balance sheet
With net debt to EBITDA of 0.5x our balance sheet strength supports
the execution of our strategy and potential inorganic investment.
Delivering attractive shareholder returns
A track record of delivering attractive returns to shareholders with
consistent dividend progression for more than 30 years.
Full year ordinary dividend per share (pence), 2011-2022
87.0 90.0 91.0
81.0
74.0
108.0
100.0
64.5 65.5 69.0
55.0
59.5
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
For more information,
see our Finance review
See pages 44-47
Croda International Plc Annual Report and Accounts 2022
43
Strategic report Delivering consistent outperformance
Finance review
Consistent execution
Jez Maiden, Group Finance Director
“With our powerful business
model, broad portfolio,
global footprint and flexible
operations, we delivered an
11% increase in both sales
and adjusted profit before
tax in 2022”
Consistent execution delivers record performance
With our powerful business model, broad portfolio, global footprint
and flexible operations, we delivered an 11% increase in both sales
and adjusted profit before tax in 2022, managing a challenging
environment across global markets. On an IFRS basis, profit
before tax grew by 90%, which includes a significant gain on the
business divestment.
Currency translation
Sterling weakened against the US Dollar to US$1.237 (2021:
US$1.375) but was broadly flat against the Euro (€1.174
(2021: €1.164)). Currency translation benefitted sales by £100.6m
and adjusted operating profit by £19.6m. Transactional currency
impact is correlated with translation, given that the UK and EU are
meaningful centres of production for the Group, with the weakness
of both Sterling and the Euro against the US Dollar having a net
positive impact.
Impact of PTIC divestment
The Group received cash consideration of £651.0m, net of
customary deductions, from the divestment of the majority of its
PTIC business. The divestment generated a pre-tax gain on disposal
of £356.0m which has been separately recognised in the Income
Statement, within the Adjustments column. The divested business
did not meet the requirements to be classified as a discontinued
operation as Croda did not exit a geographical area of operation
and it retained a proportion of the PTIC business, now reported
as Industrial Specialties. In 2022, the revenue of Industrial Specialties
was £509.2m and adjusted operating profit £81.0m (with the prior
period restated to combine the PT and IC segments, which were
previously reported separately). Taking account of the sales and
profit retained by Croda under supply agreements for products
manufactured at Croda retained 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 these results, had disposal occurred on
1 January 2022, would have been to reduce revenue by £191m
and adjusted operating profit by £39m. Following the divestment,
associated dis-synergy costs have been allocated across the
Consumer Care and Life Sciences sectors. This reduced second
half year return on sales in these two sectors by just under one
percentage point compared with the prior year comparator period.
Strong sales from organic growth
Group sales grew by 10.6% to £2,089.3m (2021: £1,889.6m),
comprising underlying growth of 4.6%, currency translation of 5.4%
and acquisition impact of 0.6%. Within underlying growth, sales/price
mix improved by 24.2%, reflecting the successful recovery of cost
inflation and improved mix. By contrast, volume reduced by 19.6%,
with an estimated 13 percentage points of the decline driven by the
PTIC divestment, which resulted in lower sales in Industrial
Specialties in the second half year.
Consumer Care sales increased by 17.7%, with underlying sales
9.7% higher. Sales/price mix was strong, partly offset by volume
which reduced due to a strong comparator period, de-marketing of
lower margin products in light of capacity constraints and customer
destocking in the second half of 2022. Life Sciences sales increased
by 19.2%, with underlying sales 13.9% higher, supported by both
price/mix and volume growth. Second half year growth accelerated
in Life Sciences, with a good performance in Seed Enhancement
complementing continued Crop Protection growth.
2022 sales growth
Consumer Care
Life Sciences
Industrial Specialties
Group
Full year ended 31 December
First half
%
24.0
13.5
23.9
20.7
Second half
%
11.8
25.1
(40.0)
0.7
Full year
%
17.7
19.2
(8.1)
10.6
Restated
2021
£m
763.0
572.3
554.3
1,889.6
Sales growth
Consumer Care
Life Sciences
Industrial Specialties
Group
2022
£m
897.8
682.3
509.2
2,089.3
Price/mix
22.0%
5.7%
19.9%
24.2%
Volume
(12.3)%
8.2%
(31.7)%
(19.6)%
Acquisition
1.5%
0.0%
0.0%
0.6%
Currency
6.5%
5.3%
3.7%
5.4%
Change
17.7%
19.2%
(8.1)%
10.6%
44
Croda International Plc Annual Report and Accounts 2022
Record Group profit delivery despite continued inflation
2022 saw a second consecutive year of raw material inflation driven
by global commodity prices and geopolitical events, with prices of
the top 75% of raw materials up by 23%, in addition to the 17% rise
seen in 2021. Raw material costs peaked in the third quarter of 2022
and have seen modest declines since. Operating costs were impacted
by increasing inflation during 2022, most notably in energy and
labour costs. Croda’s powerful business model enabled overall
inflation recovery, protecting absolute profit. Operating costs also
benefitted from a lower variable remuneration charge, reflecting the
impact of a lower share price on share scheme costs.
IFRS operating profit was £444.7m (2021: £438.2m), the gain on
the PTIC disposal was £356.0m and interest charge £20.7m, giving
a profit before tax of £780.0m (2021: £411.5m). Operating costs
included a charge for other adjusting items of £70.4m (2021: £30.4m),
reflecting an unchanged charge for amortisation of intangible assets
arising on acquisition of £34.3m (2021: £34.3m) and a charge for
exceptional items of £36.1m (2021: £3.9m credit). In common with
many companies, Croda separately identifies such items which
require separate disclosure by virtue of their size or incidence.
The charge for exceptional items comprised a gain on contingent
consideration on a previous acquisition of £6.1m and an impairment
charge of £42.2m, reflecting a £34.6m write-down of goodwill in the
Flavours cash generating unit, where forecast sales and margin are
behind the acquisition case, reducing the future value projection,
and a £7.6m write-off of unusable manufacturing equipment in
Japan. The adjusting charge within net interest relates to unwind of
the discount on contingent consideration of £1.7m (2021: £3.3m).
Adjusted operating profit, measured excluding the adjusting items
above, increased by 9.9% to £515.1m (2021: £468.6m), reflecting
the higher sales. Return on sales was broadly unchanged at 24.7%
(2021: 24.8%), with an improved margin mix from the reduced share
of industrial sales and the lower variable remuneration charge offset
by normalisation of the Life Sciences margin, after an exceptional
2021, and a lower Consumer Care margin due to the operating
gearing effect of lower volume and a weaker product mix. Adjusted
profit before tax increased by 11.4% to £496.1m (2021: £445.2m)
The effective tax rate on adjusted profit was 22.8% (2021: 21.2%),
the prior year having benefitted from a one-off benefit from settlement
of a previously uncertain tax position. The effective tax rate on IFRS
profit was 16.2% (2021: 21.6%), the lower rate reflecting corporate
tax exemptions available on the PTIC divestment. There were no
significant adjustments between the Group’s expected and reported
tax charge based on its accounting profit. IFRS basic earnings per
share (EPS) more than doubled to 465.8p (2021: 230.0p), while
adjusted basic EPS increased by 8.8% to 272.0p (2021: 250.0p).
Growing sector profits
Consumer Care adjusted operating profit grew by 8.6%, driven by
higher sales but at a lower margin, reflecting lower volume and an
adverse business mix. Life Sciences adjusted operating profit grew
by 10.0%, despite the prior year being buoyed by exceptional
demand for COVID-19 vaccines, with sales growing in the rest of
the Pharma business and in Crop Care. Industrial Specialties profit
grew by 13.1%, a strong result given the business was significantly
smaller, following the divestment of the majority of the business in
June 2022 (with the second half of 2021 estimated to have benefitted
from £27m of adjusted operating profit from the divested business
(compared to £nil in the second half of 2022)). Group profit growth
reflected underlying growth and currency translation benefit across
all sectors, with no material impact from acquisitions (covering the
first 12 months of ownership).
Sales and profit
Sales
Cost of sales
Gross profit
Operating costs
Operating profit
Gain on business disposal
Net interest charge
Profit before tax
Tax
Profit after tax
Operating profit
Consumer Care
Life Sciences
Industrial Specialties
Group
Adjusted profit
Consumer Care
Life Sciences
Industrial Specialties
Operating profit
Net interest
Profit before tax
IFRS
£m
2,089.3
(1,103.7)
985.6
(540.9)
444.7
356.0
(20.7)
780.0
(126.7)
653.3
IFRS
£m
144.5
220.3
79.9
444.7
2022
£m
204.7
229.4
81.0
515.1
(19.0)
496.1
2022
Adjustments
£m
–
–
–
(70.4)
(70.4)
356.0
(1.7)
283.9
(13.8)
270.1
2022
Adjustments
£m
(60.2)
(9.1)
(1.1)
(70.4)
Adjusted
£m
2,089.3
(1,103.7)
985.6
(470.5)
515.1
–
(19.0)
496.1
(112.9)
383.2
Adjusted
£m
204.7
229.4
81.0
515.1
IFRS
£m
1,889.6
(950.7)
938.9
(500.7)
438.2
–
(26.7)
411.5
(88.7)
322.8
2021
Adjustments
£m
–
–
–
(30.4)
(30.4)
–
(3.3)
(33.7)
5.7
(28.0)
2021 restated
Adjustments
£m
(20.5)
(7.5)
(2.4)
(30.4)
IFRS
£m
168.0
201.0
69.2
438.2
Full year ended 31 December
Underlying
growth
£m
8.8
9.8
7.6
26.2
Acquisition
impact
£m
0.7
0.0
0.0
0.7
Currency
impact
£m
6.7
11.1
1.8
19.6
Restated
2021
£m
188.5
208.5
71.6
468.6
(23.4)
445.2
Adjusted
£m
1,889.6
(950.7)
938.9
(470.3)
468.6
–
(23.4)
445.2
(94.4)
350.8
Adjusted
£m
188.5
208.5
71.6
468.6
Change
8.6%
10.0%
13.1%
9.9%
(18.9)%
11.4%
Croda International Plc Annual Report and Accounts 2022
45
Strategic report Delivering consistent outperformance
Finance review continued
The phasing of return on sales between the first and second half years
reflected normal seasonality, together with a lower margin in Consumer
Care in the second half year due to the dilution effect of lower volume
and business mix.
2022 return on sales
Consumer Care
Life Sciences
Industrial Specialties
Group
First half
%
26.6
36.0
17.7
26.6
Second half
%
18.9
31.4
12.3
22.3
Full year
%
22.8
33.6
15.9
24.7
Improving free cashflow
Free cash flow was £167.4m (2021: £153.6m), with working capital
improving, as expected, in the second half year as raw material inflation
peaked, resulting in a reduction in inventory and receivables values.
Nevertheless, average values remained elevated at year end; of the
£133.8m increase in working capital during the year, approximately
£82m reflected the impact of inflation at a ‘constant days cover’.
The remaining £52m reflected investment for growth, primarily higher
receivables. Net capital expenditure was £138.5m (2021: £158.5m),
driving future growth opportunities and supported by government funding
grants in the Pharma business. Investment was behind expectation,
with some supply chain challenges, but is expected to recover the
shortfall in 2023, in line with our plans.
Closing net debt was £295.2m (2021: £823.2m), benefitting from
disposal proceeds. The leverage ratio reduced to 0.5x EBITDA
(2021: 1.4x). As at 31 December 2022, the Group had committed
funding in place of £1,122.5m, with undrawn committed facilities of
£579.3m and £320.6m in cash.
Assessing evolving risks
The Group conducts scenario modelling as part of its viability and going
concern evaluation, to evaluate the impact of uncertainties, continually
reassessing evolving risks and their impact on the Group’s strategy.
These scenarios highlighted the resilience of the Group and its ability
to withstand unexpected shocks.
Effective capital allocation
The divestment has released capital to be reinvested in faster growth
markets, further developing our sustainability leadership in consumer care
and crop care markets, whilst increasing our presence in pharmaceutical
delivery systems. We are prioritising organic capital investment to create
new technology platforms and expand capacity for future growth.
This will be complemented with inorganic investment, where we can
acquire complementary businesses and organically invest in them to
grow, in line with our ‘buy and build’ model.
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
Acquisitions
Business disposal net of cash in disposed businesses
Other cash movements
Net cash flow
Net movement in borrowings
Net movement in cash and cash equivalents
46
Croda International Plc Annual Report and Accounts 2022
These elements are reflected in the Group’s capital allocation policy, to:
1. Reinvest for growth – investment 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 8% to
108.0p (2021: 100.0p);
3. Acquire disruptive technologies – to supplement organic growth, we
are targeting a number of exciting technology acquisitions in existing
and adjacent markets, with a focus on strengthening our Consumer
Care business and expanding in Life Sciences; and
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.
Retirement benefits
The post-tax asset on retirement benefit plans at 31 December 2022,
measured on an accounting valuation basis under IAS19, was £75.2m
(2021: £5.8m), with the surplus primarily reflecting higher discount rates.
Cash funding of the various plans is driven by the schemes’ ongoing
actuarial valuations. 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. Although the UK scheme utilises a Liability Driven Investment
(LDI) structure, its gearing level is modest and no solvency issues were
encountered during the UK gilt ‘crisis’ during September 2022.
Post balance sheet events
On 3 February 2023, we agreed to acquire Solus Biotech, a global leader
in premium, biotechnology-derived beauty actives, from Solus Advanced
Materials for a total consideration of KRW350bn (approximately £232m)
on a debt-free, cash-free basis. Employing 95 people in South Korea,
Solus expands Croda’s Asian manufacturing capability and will create
a new biotechnology R&D hub in the region. The business generated
approximately KRW43bn (c.£28m) of sales in 2022. The pending
acquisition will provide access to Solus’ existing biotech-derived
ceramide and phospholipid technologies, and its emerging capabilities
in natural retinol, and will enhance and complement Beauty Actives
portfolio and increase our exposure to targeted prestige segments.
The acquisition is subject to regulatory approval and will be funded
from cash and debt facilities.
Full year ended 31 December
2022
£m
515.1
86.4
601.5
(133.8)
(138.5)
(17.4)
4.5
(148.9)
167.4
(144.4)
(21.2)
579.0
(18.5)
562.3
(381.8)
180.5
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
Alternative Performance Measures (APMs)
We use a number of APMs to assist in presenting information in this
report 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 report 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 in the first year of impact.
They are used by management to measure the performance of
each sector before the benefit of acquisitions are included, in order
to assess the organic performance of the sector, thereby providing
a consistent basis on which to make year-on-year comparisons.
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. Exceptional items are those items that in the
Directors’ view are required to be separately disclosed by virtue
of their size or incidence. 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 gain on
business disposal and impairment charges have been presented
as exceptional due to their size and one-off nature. The Board
believes that the adjusted presentation (and the columnar format
adopted for the Group income statement) assists shareholders
by providing a 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 Group Performance 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. Calculations and
reconciliations are provided in the five year record of the Group’s
Annual Report. 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 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 calculated in line with the banking covenant definition.
EBITDA is adjusted operating profit plus depreciation and
amortisation. Calculations and reconciliations are provided in the
five year record of the Group’s Annual Report. 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;
• New and Protected Products (NPP): these are products which
are protected by virtue of being either newly launched, protected
by intellectual property or by unique quality characteristics.
NPP is used by management to measure and assess the level
of innovation across the Group.
Croda International Plc Annual Report and Accounts 2022
47
Strategic report Delivering consistent outperformance
Key performance indicators
The top half of the page shows our key performance indicators which are reviewed regularly by the Board and executive leadership
to monitor Group performance, and are linked to executive remuneration. Other metrics relevant to the implementation of our strategy,
including our sustainability strategy, are shown across the bottom.
Sustainability
Scope 1 & 2 emissions1
Land area saved2
i
i
s
n
o
s
s
m
e
2
d
n
a
1
e
p
o
c
S
200
150
100
50
0
)
e
2
O
C
s
e
n
n
o
t
0
0
0
‘
(
47
38
27
21
11
104
94
103
113
110
2018
2019
2020
2021
2022
150
120
90
60
30
0
)
s
e
r
a
t
c
e
h
0
0
0
’
(
d
e
v
a
s
a
e
r
a
d
n
a
L
146
126
108
92
34
16
53
2019
2020
2021
2022
Scope 1
Scope 2
Science Based Target Trajectory
Absolute land area saved
Land saved over 2019 baseline
Definition:
Our operational greenhouse gas (GHG) emissions (associated with
burning fuels onsite and purchased electricity) in absolute terms.
Definition:
Land area saved through the application of our crop protection and
seed enhancement technologies, using 2019 as our baseline year.
Target:
By 2030, we will have achieved our Science Based Target, reducing
scope 1 and 2 emissions by 46.2% from a 2018 baseline.
Performance:
Since 2018, our baseline year, our total scope 1 and 2 GHG emissions
have reduced by 19.8%. Within this, scope 1 emissions have increased
by 6% and we have seen a 77% reduction in scope 2 emissions. This has
been driven by a switch to renewable electricity across our manufacturing
sites. We remain on track to achieve our Science Based Target, reducing
our emissions in line with limiting the global temperature rise to 1.5°C
above pre-industrial levels. For more detail see pages 23-25 of our
Sustainability Report.
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 2022 the use of our agricultural ingredients and new technologies
saved 53,486 hectares of land compared to our 2019 baseline of 92,223
hectares, translating to a total land saving of 145,709 hectares in 2022.
We remain on track to hit our 2024 intermediate milestone of saving at
least 80,000 hectares per year more than in 2019, and our 2030
target of saving 200,000 hectares per year more than in 2019.
Read more on page 29 of our Sustainability Report.
R
1. We have restated our historical scope 1 & 2 carbon emissions, removing the
2. PSP target for 2021-23. Read more on page 90 of the 2020 Annual Report.
divested PTIC operations. Our carbon reduction targets have been
re-baselined to ensure our level of ambition remains unchanged. Read more
on page 40 of our Sustainability Report.
Progress against our Commitment in 2022
Climate Positive
We continue to deliver absolute scope 1 and 2 emission reductions
in line with the trajectory of our Science Based Target (SBT) and have
seen the first scope 1 reductions in 2022 arising from new
decarbonisation investment. However, our Climate Positive ambition
goes beyond decarbonising our own operations and supply chain,
aiming for our products to help customers and consumers avoid four
times the carbon emissions (scope 1, 2 & upstream scope 3)
associated with our business (our Carbon Cover ratio) by 2030. In
2022, 687,926 tonnes CO2e were avoided through the use of our
ingredients, giving a carbon cover ratio of 0.66:1. Additionally, by
2030, over 75% of our raw materials by weight will be bio-based,
absorbing carbon from the atmosphere as they grow. On an ongoing
basis (adjusting for the divestment of PTIC) our bio-based raw
materials as a proportion of total volumes increased from 57% to
59% in 2022.
48
Croda International Plc Annual Report and Accounts 2022
Land Positive
Compared to our 2019 baseline we have saved 53,486 hectares of
land through the application of our technologies. In addition to the
land saved target we aim to bring an average of two crop
technological breakthroughs to market each year until 2030.
In 2022, we brought two such innovations to market which protect
biodiversity and mitigate the impact of changing climate and land
degradation, bringing our total launched since 2020 to four.
We acknowledge that our business activities have impacts on nature
and are committed to addressing them, announcing in 2022 our
aspiration to be Net Nature Positive by 2030. As a member of the
Science Based Target Network corporate engagement programme,
we have worked in 2022 to better understand how each of our major
manufacturing sites, key bio-based raw materials and crop and seed
technologies positively or negatively impact biodiversity and nature.
Key
R
R
Links to bonus remuneration
Links to PSP remuneration
Purpose and Sustainability
Commitment (PSC) Score
68%
In 2022 we started to measure employees’ engagement with our
Purpose and Sustainability Commitment (PSC), leading to the creation
of the PSC score. This is used internally to understand employee
sentiment and how we can make Croda a better place to work, and
will be reported as a non-financial KPI in future years. Further detail
on the implementation of the PSC score can be found on page 20.
Total recordable injury rate
0.60
0.61
0.50
0.76
0.74
2018
2019
2020
2021
2022
Definition:
The PSC score is a gauge of employee satisfaction measured through
employee surveys and expressed as a percentage.
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 (excludes COVID-19 cases).
Target:
Improve the PSC score by 8 percentage points against the 2022
baseline by 2025.
Target:
Achieve TRIR of 0.3 by the end of 2024.
Performance:
Our baseline score for 2022 is 68%, with a participation rate of nearly
80%. The overall score is ‘good’ with encouraging scores in areas such
as employees enjoying their work and those who would recommend
Croda as a great place to work. There are areas that require improvement,
including colleagues feeling their workload is manageable and ensuring
we learn from mistakes without placing blame.
Performance:
The headline TRIR decreased marginally to 0.74 (2021: 0.76 restated).
Injury rates at the sites of recently acquired businesses are typically higher
than established Croda sites and the underlying TRIR excluding sites
acquired less than three years ago is 0.63. Reducing injury rates at both
existing Croda sites and newly acquired sites is a top priority.
Read more about performance and safety initiatives on page 21.
R
R
People Positive
Our People Positive commitment impacts both our employees
and wider society. In 2022, through the use of our solar protection
ingredients, Croda contributed to protecting more than 61 million
people from potentially developing skin cancer caused by harmful
UV rays. This is seven years earlier than our 2030 target to protect
at least 60 million people annually. We are also moving closer to
our target of contributing to the successful development and
commercialisation of 25% of WHO-listed pipeline vaccines and have
achieved our 2024 milestone of ten clinical phase III trials two years
ahead of schedule. Having established Croda Foundation in 2021
to help sustainably improve one million lives, by the end of 2022,
300,000 lives had been sustainably improved with 14.9 million
lives benefitting in some way from Croda Foundation projects.
Fundamentals
The Fundamentals element of our Commitment represents the social
licence required for a multinational company such as Croda to
operate in 2030. Across the nine Fundamental objectives, we have
identified some notable activities and progress in 2022. To enable us
to meet our personal safety targets, we focused attention on the
theme of ‘Safety is a Value’ with leadership teams across Croda.
In a year where cost-of-living dominated public discussion around
the globe, we confirmed that all employees globally receive the Living
Wage in their country as a minimum and began the process of
ensuring all our regular contractors are paid a Living Wage to meet
our 2024 milestone. We updated our Supplier Code of Conduct and
introduced Supplier Scorecards to raise the profile of environmental
integrity and social accountability in our upstream supply chains,
and are working with several supply chain consortia to increase
transparency and drive action to improve environmental and social
outcomes particularly for farmers in our crop-based supply chains.
Croda International Plc Annual Report and Accounts 2022
49
Strategic report Delivering consistent outperformance
Key performance indicators continued
Performance:
The proportion of sales from NPP has grown over the last decade from
20.5% in 2012. There was a significant increase in 2021 to 36.6%
following the Avanti and Iberchem acquisitions, and strong sales of lipid
systems for COVID-19 applications. The small reduction to 34.7% in
2022 reflects lower lipid systems sales and strong growth in Crop
Protection which has a lower proportion of NPP.
NPP is a KPI that is used for remuneration. Going forwards, the NPP
measure will focus on growth in NPP over the performance period, rather
than growth relative to non-NPP sales. As well as simplifying the measure,
the new approach reflects the importance of our non-NPP sales,
especially those relating to sustainable products. In 2022, NPP sales
grew at 2.6% in constant currency, adjusting for the impact of the PTIC
divestment.
Read more about the important role that innovation plays in creating new
market and technology niches on pages 22 and 23.
R
Innovation priorities include investing in biotechnology and
sustainable chemistry, and accelerating the delivery of platform
technologies in areas such as synthetic biology, biocatalysis,
and downstream processing. Biotech innovation is led by five
specialist biotechnology facilities, with increasing expertise and better
collaboration from across the Group leading to the launch of novel
ingredients that are derived from plant and marine sources.
As we pursue more sustainable manufacturing processes, while
continuing to meet performance expectations, in 2022 we acquired
intellectual property that will help us transition to manufacturing key
Beauty Actives ingredients using more sustainable techniques.
Innovation
New and Protected Products sales %
NPP Sales
36.6% 34.7%
27.6% 28.2% 28.1% 27.4%
2017
2018
2019
2020
2021
2022
Definition:
New and Protected Products (NPP) are sales protected by virtue of being
newly launched, protected by intellectual property or by unique quality
characteristics. Measuring NPP is our established KPI for innovation.
Historically the KPI has been defined as sales from NPP as a proportion
of total sales in constant currency.
The list of New and Protected Products is reviewed annually, in line with
the Group’s policy. This process is overseen by a non-Executive Director
before approval by the Remuneration Committee.
Target:
We seek to drive NPP sales growth at least as fast as total sales over
the cycle, targeted at mid to high single digit percentage growth.
Delivering innovation in 2022
Our innovation partners are a core part of our innovation ecosystem
and our collaboration with universities and SMEs helps drive
innovation and grow NPP sales. We continue to build our Open
Innovation network, particularly in priority areas such as Pharma,
and in 2022 added 11 innovation partners and initiated 10 innovation
projects. Our Open Innovation network is global, with new innovation
partners in Brazil, South Africa and India, as well as a growing
network in the United States, enabling us to leverage the ideas,
expertise and resources that exist in all regions.
Open innovation partners and initiated projects
No. of projects initiated
No. of partners
456
421
548
559
501
352
269
172
111
61
146
170
200
231
266
276
2010-15 2016
2017
2018
2019
2020
2021
2022
600
500
400
300
200
100
0
50
Croda International Plc Annual Report and Accounts 2022
For more information, see the Finance review
Pages 44-47
Key
R
R
Links to bonus remuneration
Links to PSP remuneration
Delivering consistent outperformance
Sales growth (%)
Return on sales (%)
CC 22.8%
LS 33.6%
IS 15.9%
Group total 24.7%
43.2%
2.9%
-2.6%
1.1%
5.2%
40
35
30
25
20
15
10
2018
2019
2020
2021
2022
2018
2019
2020
2021
2022
Definition:
Total sales growth measured at constant currency.
Definition:
Adjusted operating profit as a percentage of sales.
Target:
Mid-single digit percentage growth in Consumer Care and high-single digit
percentage growth in Life Sciences.
Target:
Return on sales over the medium term at or above 25% in Consumer
Care and over 30% in Life Sciences.
Performance:
Sales growth in 2022 was 5.2%, comprising underlying growth of 4.6%
and acquisition impact of 0.6%. Underlying growth was principally driven
by price/mix, with successful recovery of input cost inflation more than
offsetting volume declines that were principally driven by the PTIC
divestment. Underlying sales growth was 9.7% in Consumer Care and
13.9% in Life Sciences.
Performance:
Group return on sales was broadly flat at 24.7% (2021: 24.8%). This
reflects an improved margin mix from the reduced share of industrial sales
and a lower variable remuneration charge offset by normalisation of the
Life Sciences margin, after an exceptional 2021, and a lower Consumer
Care margin due to the gearing effect of lower volume and a weaker
product mix.
R
Return on invested capital
(ROIC) (%)
Adjusted basic earnings per share
(pence)
19.2%
17.0%
250.0p
272.0p
14.6%
14.2%
14.1%
190.2p
185.0p
175.5p
2018
2019
2020
2021
2022
2018
2019
2020
2021
2022
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.
Target:
ROIC of at least twice two times cost of capital.
Performance:
The post-tax return on invested capital (ROIC) was broadly flat at 14.1%
(2021: 14.2%), with good profit growth offsetting an increase in average
invested capital, partially due to the inclusion of a post-tax asset on
retirement benefits plan of £75m.
R
Definition:
Adjusted profit after tax divided by the average number of shares in issue.
Target:
At least mid-single digit percentage EPS growth per annum.
Performance:
Adjusted earnings per share increased by 8.8% to 272.0p. This growth
was driven by good profit growth across all sectors, partially offset by
a marginal increase in the tax rate on adjusted profit to 22.8% (2021: 21.2%)
R
Croda International Plc Annual Report and Accounts 2022
51
Strategic report
Risk
Managing risks
Risk strategy
Effective risk management enables the business to protect and
create value, helping us to identify opportunities and minimise
threats to the delivery of our strategy and to build resilience within
our business model.
Risk 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.
Risk monitoring
Global visibility of risks identified by regions, sites and sectors is
obtained through bottom-up risk registers that are continuously
updated in our risk and control system. Using our global risk
management framework (page 53), bottom-up risks are combined
with top-down risks, the latter being identified and owned by a
member of the Executive Committee, in our Executive Risk Register.
Movements to the Executive Risk Register are reviewed by the
Risk Committee during quarterly meetings, that also have standing
agenda items to review and monitor internal and external emerging
risks; IT and cyber risks; internal audit and safety, health, environmental
(SHE) and quality (SHEQ) assurance. The Committee also provides
the Board with visibility of the principal risks facing the organisation
through quarterly reports.
Risk management
While our Board owns and oversees our risk management
programme, risk management accountability 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, control frameworks and risk appetite.
Local management, and ultimately the Executive, ensure that
risks are managed 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 Committee
• The third line of defence is through assurance over the
effectiveness of mitigating controls, which is provided through
internal audits, supplemented by reports from external assurance
providers
• Our Global Crisis Management Plan is in place to manage
significant risk events, is owned by the Executive Committee,
and is tested at least annually using risk scenarios.
• Croda’s Group Fraud Policy, Group Code of Conduct, Group
Code of Ethics and Group Whistleblowing Policy in addition to
our controls framework are in place to prevent and detect fraud.
Annually the Audit Committee reviews the adequacy and
effectiveness of Company’s anti-fraud procedures
52
Croda International Plc Annual Report and Accounts 2022
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 define a risk appetite score for each risk subcategory,
using a one (‘risk averse’) to six (‘risk open’) scale. The risk
subcategory for SHE sits at the lower end of the scale,
meaning that we are not willing to accept risks of this nature
and these must be reduced to a level as low as reasonably
practical. At the other end of the scale sits the subcategory
for innovation, an area where we are willing to accept risks to
seize significant opportunities. Assessing risks against our
risk appetite allows us to review and challenge the level of
risk that we are taking for each of our key risks, to identify
areas where additional controls may be needed, or where
the level of control may be too onerous.
Our risk appetite statements are compiled based on our
Company values, strategy and capacity to absorb risk.
We use our risk appetite statements as an effective tool to
communicate the Company’s appetite towards each type
of risk, providing a consistent guidance for decision-making
throughout the organisation.
For more information on our
risk management framework
See page 53
For information on our approach to
managing climate-related risks
See page 62
Emerging risks
We consider emerging risks and opportunities as part of our risk
landscape and define them as those whose effects have not yet
been substantially realised and which evolution is highly uncertain.
The Risk Committee reviews emerging risks and opportunities from
internal and external sources on its quarterly meetings and consider
whether they should be included in our risk register.
Emerging risks can be slow moving, when they have potential to
materialise in more than a year, as well as rapid velocity, those that
may materialise within the next year. The later are closely monitored
and actively managed (see Energy crisis case study on page 54).
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 top-down 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
Risk categories we assess
Six categories, 17 subcategories, over
60 generic risks, one framework:
• 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 risk
subcategory level
• Actions: identify further mitigation
if required
• 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 globally.
How we monitor
Board
Audit Committee
• 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
• 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 Committee
Chaired by Group Finance Director
• Meets quarterly to monitor and review risks
(other than SHEQ, Ethics and Sustainability,
which are delegated to other committees)
• Standing agenda items to monitor emerging
risks, IT systems and cyber risks
• Receives an in-depth presentation of
specific key risks and mitigating controls
from risk owners
• Considers the results of internal audit work
Sustainability Committee
Chaired by Chief Sustainability
Officer
• 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
SHEQ Steering Committee
Chaired by President of Global
Operations
• Meets quarterly to review SHEQ risks
• Monitors against stretching targets and
agreed KPIs
• Considers the results of assurance audits
over SHEQ controls
Ethics Committee
Chaired by Group General Counsel
and Company Secretary
• Meets quarterly to review ethics and
compliance risks
• Monitors against agreed KPIs
• Considers the results of assurance
audits over ethics controls
agreed KPIs
Croda International Plc Annual Report and Accounts 2022
53
Strategic report Risk continued
Principal risks
We consider principal risks to be those risks, or combination of risks,
that, were they to arise and not be effectively mitigated, would cause
serious disruption to our business model, threatening future
performance, solvency, liquidity or our ability to deliver our strategy.
Risks at this level are recorded in our Executive Risk Register with
a high pre-control score.
The Group’s principal risks, as reported in the financial statements
for the year ended 31 December 2021, were revenue generation;
product and technology innovation and protection; digital technology
innovation; delivering sustainable solutions – Climate and Land Positive;
management of business change; our people – culture, wellbeing,
talent development and retention; product quality; loss of significant
manufacturing site; ethics and compliance; and security of business
information and networks. During our periodic risk reviews, we
confirmed that all principal risks reported in 2021 remain relevant and
no new principal risks were identified. The following principal risks
were identified as heightened relative to 2021:
• Revenue generation: This risk has increased in likelihood and
impact as greater geopolitical instability, rising inflation and slowing
economic growth increased uncertainty. Our powerful business
model has allowed us to continue to manage this risk effectively by
recovering the significant inflation that persisted throughout 2022.
After a period of strong market growth, there are some signs of
macroeconomic slowdown in some regions facing a cost of living
squeeze, which could impact our ability to deliver short-term
growth in consumer-facing markets. More detail on this can be
read in the case study on the right of this page.
• Security of business information and networks: The conflict in
Ukraine highlights the increased risk of geopolitical disputes.
One impact of this can be an increase in state-sponsored
cyber-attacks, increasing risk to computer networks and systems.
• Our people – culture, wellbeing, talent development and retention:
Competitive labour markets and the cost-of-living crisis in some
regions increase the risk of not attracting and retaining necessary
talent. To successfully control that risk, we are investing in talent
development, enhanced benefits according to regional needs and
providing financial support to counter the increase in employees’
cost of living.
The following principal risk was identified as having reduced
relative to 2021:
• Loss of significant manufacturing site (major safety or
environmental incident): This risk has decreased after the
successful divestment of two of our large industrial sites in
2022, reducing the number of high hazard processes within the
Company. In addition, capital investments in several sites in more
sustainable and safer technologies, such as biofuel steam raising
boilers which displace natural gas, and the introduction of
continuous processes which are inherently safer and more
efficient than old batch technologies, have also contributed.
54
Croda International Plc Annual Report and Accounts 2022
Business model resilience
in an inflationary economy
The COVID-19 pandemic, followed by the conflict in Ukraine,
created an environment of geopolitical and macroeconomic
uncertainty. Stressed supply chains, high inflation, slowing
economic growth and increasing geopolitical tensions are a
few of the resulting factors with the potential to impact the
performance of businesses, including Croda.
Croda’s revenue and profit across all sectors and regions in
2022 give us confidence in the resilience of our business
model. During the year, we were able to recover increases in
raw material, freight, energy and employee costs. This shows
that, in most cases, we can protect our profitability in an
inflationary environment as our business model doesn’t rely
on a small number of customers and products but on a broad
range of technologies that serve multiple niche markets
where our leadership in innovation and sustainability is more
important than prices.
Energy crisis
Uncertainty concerning the gas supply to Europe has led to
high energy prices with risk of gas and the threat of energy
rationing in several European countries. We evaluated the risk
for a scenario of limited gas supply and periods of energy
blackout during winter months considering:
• The operation of our potentially affected manufacturing
sites, IT systems and offices
• Our raw material security, considering location
of key suppliers
• Rising energy cost impacts on our employees and potential
disruption of social services (e.g. schools closing early).
We have also considered opportunities arising from
competitors located in areas of higher likelihood
of being affected.
Considering the impact and likelihood of this scenario,
we did not classify it as a principal risk but as an emerging
risk. A key risk indicator was defined and has been
continuously monitored to determine the velocity of the risk.
In case it achieves the defined threshold, it will trigger our
Crisis Management Plan.
For more on principal risks
See pages 55-58
Key
Strategic
Principal risks
Link to our strategy (page 22)
1. Revenue generation
Sustainability
Innovation
Growth
Risk movement
Risk increase
No change
Risk decrease
V
Included in viability statement
(see page 59)
Link to our business model (page 14)
E
C
Engage
Create
M Make
S
Sell
2. Product and technology
innovation and protection
V
E
S
V
E
C
President Regional Delivery and Sector
Presidents
Nick Challoner
Group Chief Scientific Officer
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 geopolitical tensions will adversely impact
delivery of our growth strategic objective.
Acquisitions of adjacent technologies will dilute
growth if they are not effectively integrated.
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 enhances customer intimacy.
Our resilient business model and continued
focus on growing profit ahead of sales ahead
of volume mitigates profit impact in difficult
trading conditions.
What we have done in 2022
• Commissioned a manufacturing facility
in Brazil for F&F, one of the largest markets
for fragrances globally
• Extended the geographical reach of recent
acquisitions Alban Muller and Parfex,
leveraging the wider Consumer Care
sales network
• Educated our selling teams in the
technologies that will deliver growth
in our Pharma business over the coming
years, developing a pipeline of projects
across the globe
• Invested in capital expenditure for growth at
our manufacturing sites, specifically in high
value technologies
Innovation is the lifeblood of our business.
It plays a critical role across our operations;
it differentiates us from the competition,
protects sales and improves our margins.
Failure to leverage our global innovation teams
could lead to a reduction in New and Protected
Products (NPP) impacting growth and margin.
Failure to protect our intellectual property (IP) in
these products in existing and new markets
could undermine our competitive advantage.
Our 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, developing premium
niches and disruptive technology acquisitions.
Our specialist IP team protects new products
and technologies, defending our IP and
challenging third-party IP where appropriate.
• Developed our expertise in long-term
innovation allowing the continued
development of new technology platforms
in sustainable polymers and novel actives,
as well as identifying four specific big bet
projects representing near-term opportunities
underpinned by these platforms
• Invested in new technical resources,
capabilities and locations supporting the
development of our Pharma business in the
areas of nucleic acid delivery, small molecule/
protein delivery and vaccine adjuvants
• Further developed our approach to
sustainable innovation leading to practical
outcomes in market-led ingredient
development with improved biodegradability,
increased bio-based content and lower
environmental impact
Croda International Plc Annual Report and Accounts 2022
55
Strategic report Risk continued
Strategic continued
Principal risks
3. Digital technology innovation
4. Delivering sustainable solutions
– Climate and Land Positive
5. Management of business change
V
C M S
V
C M
V
E
C M S
Jez Maiden
Group Finance Director
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 procurement,
and failure to meet these needs ahead of
competitors will impact growth, hinder R&D
knowledge sharing and create inefficient
processes.
Our digital specialist teams focus on our
business model areas of Create, Make and Sell
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 delivering customer
service. Digital pilot projects embedded in
the organisation support agile, local trials of
innovative ideas, which can grow into global
roll outs.
Nick Challoner
Group Chief Scientific Officer
Why this matters to us
We have made a bold Commitment to be
Climate and Land Positive by 2030, aligning our
smart science with United Nations Sustainable
Development Goals (SDGs). 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 as a
sustainability leader and compromise growth.
How we respond
Our sustainability team, led by our
Chief Sustainability Officer, maintains the
organisation’s focus whilst the targets and
accountability for delivery are embedded within
the business. 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.
What we have done in 2022
Steve Foots
Group Chief Executive
Delivery of our strategy requires significant
business change globally, including acquisition
of businesses and investment in our capital
expenditure programme which is taking place
in an environment of cost inflation and
interruptions to availability of materials. 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
expected benefits.
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 and our Capital Project
Director monitors and oversees the capital
investment programme.
• Create: Successfully delivered the first phase
• Developed decarbonisation plans for our
• Completed the sale of the majority of the
of our digital platform for knowledge
management in R&D
• Make: Global process owner in place
for demand to supply, prioritising supply
chain efficiency
• Sell: Successful pilot of customer self-serve
ordering portal. Rollout to start in 2023
PTIC business
• Progressed our integration of Iberchem,
supporting growth synergy delivery
• Implemented dedicated structure to manage
significant change programmes and appointed
programme directors
• Ran leadership development programmes
with focus on change management
manufacturing sites and major office locations,
which were externally validated, supporting
the carbon reduction targets required to meet
our 2030 commitments
• Elevated our engagement and impact
on sustainability-led matters by being invited
to join the World Business Council for
Sustainable Development
• Built on the success against our Land Positive
targets and developed early-stage plans for
becoming Nature Positive, thus broadening
our scope of activity in the area of biodiversity
• Built sustainability targets into our senior level
long-term incentives
56
Croda International Plc Annual Report and Accounts 2022
People and culture
Process
Principal risks
6. Our people – culture, wellbeing,
talent development and retention
7. Product quality
8. Loss of significant manufacturing site
(major safety or environmental incident)
E
C M S
V M
V M
Tracy Sheedy
Group Human Resources Director
Mark Robinson
President Global Operations
Why this matters to us
Mark Robinson
President Global Operations
Retaining and developing the experience
and motivation of all our knowledgeable
and diverse employees are critical to
maintaining our ability to deliver our
strategic priorities. Failing to maintain our
distinctive Croda culture within which
people thrive and which attracts new and
diverse talent to join the Company would
significantly damage our ability to
innovate.
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.
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.
How we respond
Monitored by our Group SHEQ Steering
Committee, 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.
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.
Monitored by our Group SHEQ Steering
Committee, 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 emergency
response plans are in place which are
regularly tested.
What we have done in 2022
• Implemented improved global talent
management process
• Full range of leadership development
programmes updated and rolled out
in 2022
• Independent confirmation that Life Sciences
manufacturing sites are operating to the
correct standards
• Our progress to the 2030 target of 99.5%
right first time in manufacturing is on target
• Enhanced regional benefits to
• Increased the use of our maturity
assessment audits which will enhance
the effectiveness of our quality
management systems
compensate employees for increasing
cost of living
• Review of global reward programmes
following the implementation of the
Free Share Plan to further share reward
across the organisation
• Established a global Diversity & Inclusion
Steering Committee and a number of
regional and country committees
designed to discuss and promote
diversity & inclusion
• Sale of the majority of PTIC business reduced
our high hazard processes by 21%
• Introducing biofuel steam-raising boilers on
several sites displacing natural gas
• Introducing continuous processes in several plant
areas which are more inherently safe than old
batch technology
• Process Risk Review peer review programme has
yielded a greater understanding of risk dominating
scenarios and enabled action to implement further
risk reduction measures
• Several sites are reaching higher process safety
maturity and using leading metrics to drive
down risk
• Senior Leadership Team commitment to
improving SHE performance (more detail on
this can be read on page 21).
Croda International Plc Annual Report and Accounts 2022
57
Strategic report Risk continued
External environment
Principal risks
9. Ethics and compliance
10. Security of business information
and networks
V
E
C M S
V
E
C M S
Tom Brophy
Group General Counsel
Jez Maiden
Group Finance Director
Why this matters to us
We are subject to UK ethics legislation which is
far-reaching in terms of global scope and often
more rigorous than local legislation (for example,
the UK Bribery Act).
Our increased presence in emerging economies
and increasing 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, while 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
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 2022
• Responded to an increase in risk from
the threat of cyberattacks to all business
and organisations
• We further strengthened our control
environment and invested to build internal
capability within our dedicated information
security team
• Information Security programme performance
has been good with no major cyber security
incidents recorded
Our Group Ethics Committee 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.
• Continued with the ethics integration of newly
acquired companies, with particular focus on
those in emerging markets with associated
higher ethical risks
• Added newly acquired businesses into our
ethics KPIs and improved the quality of
information that feeds into the KPI dashboard
• Iberchem appointed a dedicated Compliance
Manager to help integrate Iberchem within the
Croda ethics framework
• Published a booklet summarising
our approach to responsible and ethical
business conduct. This is available on the
Croda website to aid our stakeholders in
understanding our ethics programme
• Undertook over 16,000 third-party
reputational screenings
• Reported to the Board on the ethical
compliance programme
58
Croda International Plc Annual Report and Accounts 2022
Long-term viability statement
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 2025. The Directors also considered it
appropriate to prepare the financial statements on a going concern basis,
as explained in the Group accounting policies (page 164).
Assessment of viability
We assess viability through two lenses; a ‘top-down’ test which quantifies
the magnitude of profit or loss required to endanger liquidity and our
bank covenants and a ‘bottom-up’ assessment that makes use of
downside scenario models, which reflect the key risks facing the
Group, to test against the Group’s financial headroom and leverage
over the viability period.
In 2021, we adopted a new strategy to become a ‘pure play’ Consumer
Care and Life Sciences company. With the intent to have a stable goal,
we adopted 2026 as a fixed horizon for our annual strategic plan, with
rolling three year detailed financial modelling being prepared. We chose
to use a three year period for the viability assessment because, given the
inherent uncertainty of long-term planning, we believe this is the horizon
that provides the most appropriate balance between accuracy and
long-term visibility.
Our strategic plan is built from a bottom-up sector view considering
different macroeconomic scenarios and near-term risk factors, including
weaker demand, energy inflation, raw material price changes and ongoing
pandemic restrictions. The base case model and downside scenarios are
used to assess the impact for both the viability statement and the going
concern assessments. For more on going concern see page 164.
Top-down liquidity headroom
We assess our overall capacity to withstand catastrophic events by
stress testing the EBITDA reduction required to trigger a default under
our funding covenants, and liquidity headroom available from committed
debt facilities, including any which mature within the viability period:
• Bank leverage covenant: the leverage ratio at the end of 2022 of 0.5x
remains substantially below the maximum covenant level under the
Group’s debt facilities of 3.5x. Based on 2022 results, stress testing
assesses that EBIT would need to fall by 99% to trigger an event of
default. In the event that breaching the maximum covenant level was
possible, we would also take additional unmodelled action to conserve
cash and improve the covenant position (we also test the impact on
our interest covenant; however, with a high level of fixed rate debt, there
is no plausible scenario which endangers compliance with this covenant);
• Unused committed liquidity headroom: as at 31 December 2022 over
95% of current committed debt facilities of £1,122.5m mature after the
end of the viability period, with current committed unused headroom
of £579.3m (see financial review on page 44 for more details).
The Company therefore expects to have the necessary liquidity headroom
available to cope with unexpected risk events during the viability period.
Bottom-up risk scenario headroom
Using the ‘base case’ model, individual downside scenario events
were identified and modelled. In addition, five severe but plausible
combinations of these individual scenario events were tested to assess
the potential combined downside impact on the liquidity and covenant
headroom of the Group over the three-year viability period. None of the
individual scenario or scenario combinations was found to endanger
the liquidity or covenant requirements over the viability period.
The key scenarios tested were as follows:
Key
assumptions
Principal
risks
Scenario combination
Scenario
New entrants or enhanced competition in our
market space make significant inroads into
our business.
Regulatory or reputational issues affecting
individual products or product groups.
Disruptive production or digital customer
interaction technologies are brought to the market
by competitors and we lose competitiveness.
Loss of business in Consumer Care, Life Sciences and Industrial
Specialties.
Loss of contribution from significant products.
Loss of business in a major technology platform and competitive
attrition within Customer Care and Life Sciences customers.
Regional geopolitical upheaval results in the global
economy moving into recession, with significant
business loss.
Lower sales, with greater impact in Consumer Care than in Life
Sciences reflecting the different levels of exposure to discretionary
income.
Failure to secure supply of key raw materials.
Loss of contribution from products affected by lack of constrained
raw materials.
Catastrophic incident leading to complete loss of
a manufacturing site.
Uninsured loss of major manufacturing site resulting in lost margin
for an extended period.
Major ethics and compliance breach leading to
government investigation and fine.
Loss of business due to reputational damage, in addition to cost
of fines and legal expenses.
Loss of main ERP system for prolonged time.
Cyber attack.
Fail to demonstrate delivery against sustainability
commitments.
Product quality failure leading to a product recall.
Fail to deliver expected benefits from acquisitions.
Persistent inflation combined with failure to recover
cost increases in the market.
Loss of contribution margin during the ERP outage, mitigated
by business continuity actions.
A significant cyber attack damages reputation and results in
disruption of processes, in addition to costs of data recovery.
Reputational damage, leading to loss of business in all sectors.
Financial impact from damages and legal costs in addition to loss
of business due to reputational damage. Greater impact in Life
Sciences due to nature of product applications.
Commercial synergies from recent acquisitions (e.g. F&F)
are not realised.
Partially absorb increases in raw material and freight costs.
1
1
2
3
1
1
8
9
10
10
4
7
5
1
The principal risks to which these scenarios relate are as follows:
Principal risks
1. Revenue generation; 2. Product and technology innovation and protection; 3. Digital technology innovation; 4. Delivering sustainable solutions – Climate and Land Positive;
5. Management of business change; 6. Our people – culture, wellbeing, talent development and retention; 7. Product quality;
8. Loss of significant manufacturing site (major safety or environmental incident); 9. Ethics and compliance; 10. Security of business information and networks
Croda International Plc Annual Report and Accounts 2022
59
Strategic report Non-financial disclosure
Task Force on Climate-related
Financial Disclosures (TCFD)
Croda has long recognised the scale of the climate emergency, which we believe creates both opportunities and risks to our future growth.
We develop innovative products which help our customers to reduce their own carbon footprint and we set stretching climate related targets
as part of our Climate Positive Commitment to 2030 (page 12).
On pages 60 to 68 of this report we summarise material climate related disclosures consistent with the four pillars and 11 disclosures proposed by
the TCFD, including the ‘Implementing the Recommendations of the Task Force on Climate-related Financial Disclosures” released in October
2021. We also reference links to further information which can be found in our Annual Report, Sustainability Report (SR) and online factsheets to
support compliance. We cross refer to our Sustainability Report throughout this TCFD section as that report offers us additional space to explain
our strategic Climate Positive commitment, illustrate this through case studies (SR pages 22-27) and explain our targets, metrics and progress in
more detail (SR pages 36-39). We continue to work to remain aligned with evolving climate and non-financial disclosure requirements as required
by the Listing Rules.
Governance
a) Describe the
Board’s oversight
of climate related
risks and
opportunities
b) Describe
management’s
role in assessing
and managing
climate related
risks
What we have
done in 2022
Board considered sustainability
strategy and targets including
sustainability of innovation
technology platforms (pages 75).
As part of a focus in 2022 on
sustainability (page 81) the Board
undertook a review of corporate level
risks and opportunities associated
with climate, considered future
compliance with rapidly changing
reporting frameworks and progress
towards delivering 2030 targets.
Review of major capital expenditure
considered the impact of new
technology on our net zero carbon
ambition (Dahej case study on
page 81).
The Audit Committee considered the
results of the FRC’s review covering
TCFD disclosures and climate in the
2021 Annual Report (page 99).
Created our global Sustainability
Professionals Network, described on
page 14 of our Sustainability Report.
Sustainability champions supported
the development of decarbonisation
roadmaps for every Croda location.
Invited all Croda employees to
regional carbon summit webinars,
presenting an update on our
decarbonisation progress and
initiatives and answering questions.
Next steps and
timeframes
supporting further
improvement
Consider sustainability
competence and
experience as a criteria
for Non-Executive
Director appointments
in 2023.
Deliver climate
education for the
Board.
More completely define
the role of sustainability
champions in
cascading
communication on
climate throughout the
organisation.
Review the terms of
reference and
composition of the
Sustainability
Committee in the light
of Croda’s strategy to
become a pure play
Consumer Care and
Life Sciences company.
How we comply
As one of the three pillars of our Commitment (page 12),
climate risks and opportunities are core to our overall
strategy and as such the Board considers climate related
issues as part of its annual review of the strategy described
on page 81. The Board is accountable for all risks,
including those relating to climate and reviews these
annually. It receives a quarterly report from the Chief
Sustainability Officer (page 78) which considers progress
against climate targets, including the risks to delivering
these in the highlights and lowlights sections of the report.
The Board approves significant capital expenditure and
acquisition proposals and has oversight of the innovation
strategy, considering how these align with our climate and
decarbonisation goals.
The Remuneration Committee agrees climate related
performance objectives which are incorporated into senior
leadership remuneration (page 107).
The Board guides the leadership values we look for in
Croda to ensure we build future leadership capabilities to
include sustainability and decarbonisation know-how.
The Board delegates responsibility for running the business
to the Chief Executive, which includes responsibility for
managing climate related issues. A sub-committee of the
Executive, the Sustainability Committee, meets at least
quarterly (page 87) chaired by the Chief Sustainability
Officer, who is supported in this role by an internal centre of
excellence, the Group Sustainability team. The Committee
comprises senior leaders (including an executive sponsor
for Climate Positive, the President of Global Operations,
Mark Robinson) from across the business, each of
whom has a responsibility to identify further strategic
opportunities, understand the risks posed in delivery of the
strategy, monitor progress towards declared targets and to
develop and coordinate group wide engagement with our
sustainability targets.
Our global Sustainability Professionals Network and local
sustainability champions facilitate best practice sharing
throughout the organisation and are supported by the
Group Sustainability team. Our organisation structure is
included on page 17 of the Sustainability Report.
Through our risk management framework (page 52) climate
related risks are captured, assessed, mitigated and owned
at the appropriate level of the organisation.
60
Croda International Plc Annual Report and Accounts 2022
Strategy
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
What we have
done in 2022
The Sustainability Committee
reviewed all climate related
risks identified from our
bottom-up risk registers,
and engaged the global
operations team in discussion
of these risks, identifying
actions for further
improvement and clarity.
Next steps and
timeframes supporting
further improvement
Using the bottom-up risk
themes identified in
2022, we will undertake
a detailed review of all
risk assessments with
the risk owners to align
assessments globally
and to challenge the
mitigating controls
identified at local level.
How we comply
Our definition of short, medium and long-term time
horizons is included on page 63 and are aligned with
our strategic commitments to 2030, with milestones
for delivery set for 2024.
Climate related, physical and transitional risks and
opportunities are assessed using our global risk
framework, described on page 53 of this report.
They include increased raw material costs, carbon
pricing, emerging regulation and the effects on our
people and working environment. The four most
impactful climate related risks, and how these were
selected, are described in more detail on page 66 of
this report, together with a summary of other less
impactful risk themes identified from our bottom-up
risk registers.
Sector teams will finalise
2030 decarbonisation
roadmaps to include
scope 3 emissions,
enabling the sectors to
make portfolio
management decisions
incorporating carbon
footprint data, which will
inform the development of
the next generation of low
carbon products.
Delivery of climate related commitments identified in our
Climate Positive strategy form a core part of our overall
business strategy and as such the impact of not delivering
our climate related objectives is significant. We reflect this in
our principal business risks on page 56. The financial
impact of the four highest risks in our register is described
in more detail on pages 66 to 68 of this report.
We include a GHG emissions metric in a revolving credit
facility (RCF), with carbon emission targets in the seven
year agreement aligning with our 2030 Climate positive
commitments (SR page 24). Savings are reinvested into
the decarbonisation capital expenditure programme.
Since 2020 we have applied an internal shadow carbon
price to capital investment to help to prioritise projects
that will reduce scope 1 and 2 emissions (SR page 24).
All capital projects over £100k are required to complete a
sustainability impact assessment. The impact of increased
capital cost on impairment and useful economic life is
considered on page 164.
Since 2021 carbon budgets have been presented annually
alongside the financial budgets at regional and sector level,
which consider the impact of the short and long-term site
decarbonisation plans.
A full review of the impact of
climate change on fixed asset
useful economic lives was
completed in 2022, which
concluded no material changes
were required (page 164).
All sites have now defined a
‘decarbonisation roadmap’ (see
page 24 of the Sustainability
Report for more details) which
will be used to direct future
capital and development plans.
Shadow carbon price was
increased from £55/tonne to
£124/tonne in line with the UK
Government’s Green Book,
highlighting the increasing
importance of taking action to
avoid exposure to the cost of
carbon (see page 24 of the
Sustainability Report for more
details).
c) Describe the
resilience of the
organisation’s
strategy, taking
into consideration
different climate
related scenarios
Supported by external consultants, Accenture, we
undertake detailed climate scenario analysis (CSA) of the
most impactful climate related risks identified against three
future climate related scenarios to assess our resilience to
these risks. Under each scenario we consider impact
across six, five year time periods, which is significantly in
excess of our strategic planning horizon but is in line with
our commitment to be net zero and our SBT targets.
Our methodology is described in more detail on page 63.
Begin developing net zero
roadmaps based on
technology platforms, in
addition to the individual
site level roadmaps, to
support the transformation
and future preparedness of
our business to grow.
In 2022 the Sustainability
Committee reviewed the climate
related risks to confirm those
with the highest impact, for
which scenario analysis was
repeated (page 66).
Baseline assessments and all
scenarios were updated to
reflect the divestment of the
PTIC business. Although some
changes were identified we
concluded these would not
materially impact our Climate
Positive strategy.
Croda International Plc Annual Report and Accounts 2022
61
Strategic report Non-financial disclosure continued
Task Force on Climate-related
Financial Disclosures (TCFD) continued
Risk management
How we comply
a) Describe the
organisation’s
processes for
identifying and
assessing climate
related risks
The process for identifying climate related risks, assessing
both their impact and likelihood, is fully embedded as part
of our global risk management process which is described
on page 53. New and emerging risks and opportunities can
be identified at a local level (mainly physical risks) or by the
Sustainability Committee (emerging risks requiring action to
be driven globally, or requiring more granular analysis). We
have used the TCFD framework to support our assessment
of climate related risks.
What we have
done in 2022
Regulations are changing rapidly
at present and we have worked
with external consultants to
identify those which are relevant
to Croda to enable us to assess
the opportunities and risks
relating to the changes.
Impact and likelihood scoring for all risks uses the 6 point
scoring methodology defined in the Group risk framework.
Emerging risks and opportunities include those resulting
from the rapidly evolving climate and sustainability
regulation. In both cases a business owner is identified,
and the risk is assessed for both impact and likelihood
using the global risk framework. As the impact of emerging
risks on specific sites or regions is understood, local
business owners are identified, and the risks are moved to
local risk ownership to drive mitigating actions.
b) and c)
Describe the
organisation’s
processes for
identifying and
managing climate
related risks, and
how these are
integrated into
the organisation’s
overall risk
management
Our group risk framework, described on page 53,
includes risk/opportunity areas across six categories
and 17 subcategories, against which risk owners identify
local interpretations. Sub-categories most relevant to
climate include growth (organic and inorganic),
innovation, production, sourcing, supply chain, and
external environment, which incorporate the risks and
opportunities referred to in appendix 1 of Implementing the
Recommendations of the Task Force on Climate-related
Financial Disclosures June 2017.
Whole Group transitional and emerging risks and
opportunities are currently identified by the Sustainability
Committee through the ‘sustainability risk register’. When
fully defined, these risks are migrated into the appropriate
local risk register and transferred to local ownership. This
includes risks identified through scenario analysis.
Local physical climate related risks (both acute and chronic)
are already embedded and managed in local risk registers
with local owners and mitigation actions defined.
During 2022 the Risk
Committee (page 53) received
a presentation from the Chief
Sustainability Officer on
management of climate related
risks as part of a focus review
of sustainability risks.
In addition, the Sustainability
Committee undertook a full
review of the local climate
related risks, identifying some
regional inconsistencies which
will be addressed in 2023.
We recruited a Group ESG
Reporting Manager (SR page
19) to work with the pillar
owners and sites to further
embed risks, mitigating actions
and controls.
Next steps and
timeframes supporting
further improvement
Consider the implications
of the International
Sustainability Standards
Board (ISSB) and the EU
Corporate Sustainability
Reporting Directive (EU)
2022/2464 (CSRD) on
our reporting requirements,
and whether these offer
future opportunities
and risks.
Complete a gap analysis of
our global footprint against
emerging and current
climate regulation to
identify emerging risks.
Work with most
material sites to ensure
that mitigating actions
are embedded in
site plans.
Address regional
inconsistencies in local
risk registers relating to
physical climate risks.
Ensure that risks to the
delivery of site level carbon
roadmaps are identified in
the local risk registers
where they are owned
and managed.
62
Croda International Plc Annual Report and Accounts 2022
Description
NGFS
scenarios
SSP
scenarios
Orbitas
scenarios
Climate scenario analysis (CSA) methodology
The CSA was conducted using a standard methodology in line with the TCFD’s guidance. Climate scenarios defined primarily by the Network
for Greening the Financial Systems (NGFS) and supplemented with comparable Shared Socioeconomic Pathways (SSP) and Orbitas Finance
scenarios, were used to model the potential climate related risks and opportunities that Croda may be exposed to, which were identified through
our risk assessment process described in more detail on pages 62 and 66 of this report.
Three climate scenarios
Orderly
Disorderly
Hot House World
Assumes climate policies are introduced
early and become gradually more
stringent. There is increased international
coordination and commitment to
achieving development goals that reduce
inequality across and within countries.
Consumption is generally oriented toward
low material growth as well as lower
resource and energy intensity.
Assumes uneven commitment to climate
policies with some countries making
relatively good progress while others fall
short of expectations. Disorderly
scenarios exhibit higher transition risks
due to coordinated policies being delayed
to latter half of the century and medium-
term and immediate progress being
divergent across countries and sectors.
Assumes the drive for economic and
social development is coupled with
increased emissions due to continued
consumption of fossil fuels and the
adoption of resource and energy intensive
lifestyles around the world. Climate
policies are implemented in some
jurisdictions, but global efforts are
insufficient to halt significant warming.
Net Zero 2050
Delayed Transition, Divergent Net Zero
Current Policies
SSP 1-2.6
SSP 2-4.5
SSP 5-8.5
Co-ordinated Projects
Estimated
2100 warming
1.5-2°C
-
2-3°C
BAU Projections
3°C+
Three time horizons:
Short-term: to end 2025, this is aligned with our time horizon used
in our viability assessment (page 59) with our interim sustainability
milestones focused on delivery by or ahead of this date.
Medium-term: to end 2030, this is aligned to our Commitment to
be Climate, Land and People Positive by 2030.
Long-term: to end 2050, this is aligned to our Commitment to be
net zero by 2050.
Six time points:
The assessment considered six time points, each five years apart,
from 2025 to 2050, with 2030 reflecting our medium-term timeframe.
Defining financial impact materiality:
Risk impact is assessed using the same six point financial
impact scale used in our group risk framework and is colour
coded as follows:
Risk impact score
Financial impact
1-2
3-4
5-6
Opportunity – Minor Impact
Low – Moderate Impact
High – Critical Impact
Building the scenarios:
The 2021 CSA model was used as a starting point with several steps
taken to refine and refresh the analysis. The starting basis was updated to
use actual financial and process data for 2021, re-baselined to remove
the contribution of the majority Performance Technologies and Industrial
Chemicals business divested in June 2022 and include the climate
footprint of businesses acquired in 2021. Multi-disciplinary workshop
groups were convened to review the assumptions for forecasting our
growth (using financial assumptions used in our strategic forecasting
process), and our demands for each of raw materials, energy and people.
The baseline for our energy estimates and site water use are taken from
our non-financial reporting system, Sphera, which is fed with quarterly
actual data from all our sites globally.
Modelled in conjunction with external scenario data from the NGFS,
Orbitas Finance and SSP to forecast and quantify the potential levels of
climate related financial risk in line with Croda’s risk matrix, the results
of our 2022 assessment are shared on pages 67 and 68.
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 our verified
science based targets are successfully implemented. This clearly illustrates
the significance of the mitigating steps Croda is taking.
Croda climate scenario analysis has been conducted at an organisational
level, however regions or sites that have material contributions to the overall
risks have been identified, affording the opportunity to account for any
dominant locations in the assumptions used.
Croda International Plc Annual Report and Accounts 2022
63
Strategic report
Non-financial disclosure continued
Task Force on Climate-related
Financial Disclosures (TCFD) continued
Metrics and targets
How we comply
What we have
done in 2022
Our sustainability strategy (page 22) defines strategic
targets and milestones for 2030, progress towards which is
reported quarterly to the Executive and Board. The metrics
used to assess progress, and a description of the targets
are presented in more detail in our Sustainability Report on
pages 36, 39 and 40, and cover the following:
A detailed description of the
targets and our performance
against these in 2022 is
included in our Sustainability
Report on pages 36, 39
and 40.
a) Disclose the
metrics used by
the organisation
to assess
climate related
risks and
opportunities in
line with its
strategy and risk
management
process
• Reducing emissions
• Carbon cover
• Sustainable innovation
• Sustainable sourcing
• Environmental Stewardship
• Responsible Business
• Quality Assurance
and supplier partnerships
Emissions metrics are recorded in our Sphera system by
all Croda locations globally and this is the single source
of data for reporting of these metrics. We include the
‘reducing emissions’ metric in our key metrics on
page 48 and these are externally verified by Avieco
(part of Accenture).
The Remuneration Committee includes sustainability targets
in the Performance Share Plan for senior executives
currently relating to 10% of the award. In 2022 the targets
selected related to reduction of scope 1 and 2 emissions,
aligned with our external commitment to achieve a SBT
in line with a 1.5°C pathway and the development of
decarbonisation roadmaps (page 107).
Next steps and timeframes
supporting further
improvement
Develop dashboards to next
level of detail to make metrics
and targets more transparent
at regional and sector levels in
addition to Board and
Executive level reports.
Complete detailed assessment
of our current metrics against
TCFD and emerging ISSB
recommendations.
Develop net zero roadmaps
based on technology platforms
rather than individual site level
to support the transformation
and future preparedness of
our business.
As part of our due diligence
around the divestment of the
majority of the Performance
Technologies and Industrial
Chemicals business in June
2022 we rebaselined all
relevant sustainability metrics
back to our baseline year of
2018 and reviewed our 2030
targets (see case study in our
Sustainability Report page 40).
In every case we decided to
maintain or increase the level
our target ambition.
Increased the shadow carbon
price applied to capital
expenditure proposals from
£55/tonne to £124/tonne in
line with UK Government
recommendation.
Developed corporate scope 3
dashboards to increase
transparency of emissions
data.
Initiated carbon accounting to
provide sectors with product
carbon footprint data for the
majority of our product
portfolio.
b) Disclose
scope 1, scope 2
and, if
appropriate,
scope 3
greenhouse gas
emissions and
the related risks
Scope 1, 2 and 3 greenhouse gas emissions and our
calculation methodology are disclosed on page 65.
These are verified by Avieco (part of Accenture). Their
formal independent verification statement is available at
www.croda.com/carbonverification, which includes a
summary of the calculation methodologies used.
Our chosen calculation of carbon intensity is not industry
standard and uses ‘value add’ as a measure of profit.
This allows us to demonstrate how we are decoupling
economic growth from environmental impact.
c) Describe the
targets used by
the organisation
to manage
climate related
risks and
opportunities
and performance
against targets
We have set strategic targets and milestones for 2030 as
described in section a) above. Progress towards meeting
these targets is reported quarterly to the Executive and
Board. All targets are absolute and are described in more
detail on pages 36, 39 and 40 of our Sustainability Report.
A detailed description of the
targets and our progress
towards these in 2022 is
included in our Sustainability
Report pages 36, 39 and 40.
All non-financial metrics to be
captured in Sphera in time for
2023 annual reporting, and to
be fully linked to TCFD
Appendices A1 and A2.
A full non-financial data pack
has been developed and is
available on our website at
www.croda.com/sustainability.
Develop drill down reporting
dashboards to ensure target
delivery status is transparent
across the Group.
Achieve limited assurance of
Climate Positive KPI’s for 2023.
64
Croda International Plc Annual Report and Accounts 2022
Greenhouse gas emissions and intensity charts
GHG emissions1
GHG emissions intensity (TeCO2e/£m)2
i
i
s
n
o
s
s
m
e
2
d
n
a
1
e
p
o
c
S
47
38
27
21
11
104
94
103
113
110
200
150
100
50
0
)
e
2
O
C
s
e
n
n
o
t
0
0
0
‘
(
2018
2019
2020
2021
2022
Scope 1
Scope 2
Science Based Target trajectory
306
275
263
200
134
350
300
250
200
150
100
50
0
2
)
m
£
/
e
2
O
C
e
T
(
2018
2019
2020
2021
2022
Scope 1 and 2 emissions intensity (pre-PTIC divestment)
Scope 1 and 2 emissions intensity (post-PTIC divestment)
y
t
i
s
n
e
t
n
i
i
i
s
n
o
s
s
m
e
G
H
G
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
16,993
278
17,271
90,562,665
22,428,163
112,990,828
2022
Rest of world
93,493
10,328
103,822
584,713,998
177,840,733
762,554,731
Total
110,487
10,606
121,093
675,276,663
200,268,896
875,545,559
UK
17,077
90
17,168
91,857,495
21,468,075
113,325,570
2021
Rest of world
95,826
20,906
116,732
567,545,663
183,808,298
751,353,961
Total
112,903
20,996
133,899
659,403,157
205,276,373
864,679,531
2022 scope 3 emissions3 by category (’000 tonnes of CO2e)
1,000
800
600
400
200
0
Purchased goods and services – 81.3%
Upstream transportation and distribution – 4.5%
Raw materials – 61.2%
PFR/tolling – 11.5%
Packaging – 2.9%
Other – 5.7%
Capital goods – 9.3%
Fuel and energy-related – 2.8%
Road – 2.5%
Sea – 1.0%
Air – 1.0%
Waste generated in operations – 0.3%
Business travel – 0.9%
Employee commuting and home working – 0.9%
2021
2022
We have restated our historical scope 1, 2 and 3 carbon emissions,
removing the divested PTIC operations. Our carbon reduction targets
have been re-baselined to ensure our level of ambition remains
unchanged (see non-financial data pack for details). Since 2018, our
baseline year, our total scope 1 and 2 greenhouse gas (GHG)
emissions have reduced by 19.8%. Within this, scope 1 emissions
increased by 6% and we have seen a greater than 77% reduction in
scope 2 emissions. This has been driven by a switch to renewable
electricity across our manufacturing sites.
Scope 1 and 2 GHG emissions from our UK operations were 17,271
TeCO2e in 2022 (2021: 17,168 TeCO2e) representing approximately
14% of our global GHG emissions.
In 2022, scope 3 emissions increased by 3% (see page 24 of our
Sustainability Report for more detail).
Emissions verification
Our scope 1, 2 and 3 GHG emissions are verified by Avieco, part
of Accenture.
Emissions intensity
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. The GHG emission intensity for 2022
has been calculated using verified scope 1 and scope 2 emissions
data and estimated value added if the PTIC divestment had completed
on 1 January 2022. Results for 2018-2021 use actual value added and
scope 1 and scope 2 emissions inclusive of the divested locations.
On this basis, our GHG emissions intensity has improved by 56%
since 2018, illustrating how we are decoupling growth from our
environmental impact.
Energy consumption and efficiency improvements
In 2022 we consumed 875,545,599 kWh (2021: 864,679,531 kWh) of
energy across our global operations. This included 112,990,828 kWh
(2021: 113,325,570 kWh) consumed by UK operations.
As part of our strategy to improve the efficiency of energy consumption,
26 projects were implemented globally, realising 17,180,619 kWh of
annualised efficiency improvements, equivalent to 2,767 TeCO2e
avoided emissions.
1. Our GHG inventory has been completed in accordance with the Greenhouse Gas Protocol, Corporate Accounting and Reporting Standard (Revised Edition)
using the operational controls approach. Scope 1 emissions are calculated using UK 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.
3. Our scope 3 emissions are calculated in accordance with The GHG Protocol Corporate Value Chain Scope 3 standard and cover all relevant upstream
categories. Scope 3 emissions are calculated using primarily LCA data, and where this is not available, an Extended Environmental Input-Output (EEIO) model
method – using spend data, to quantify the emissions associated with a sector of the economy in a given geography.
Croda International Plc Annual Report and Accounts 2022
65
Strategic report
Non-financial disclosure continued
Task Force on Climate-related
Financial Disclosures (TCFD) continued
Identifying our highest impact climate risks and opportunities
Climate related risks and opportunities are identified at all levels of our organisation and are assessed for both impact and likelihood using our
global risk framework (page 53). Based on these bottom-up assessments, the Sustainability Committee complete an annual review and selected
the four risks with the highest financial impact to investigate in more detail using scenario analysis. Based on the 2021 scenario analysis, the
impact of climate on labour productivity was reduced, and this was not modelled in 2022. Following more detailed assessment undertaken
throughout 2022, the impact of water usage was assessed as increased and therefore we have included water usage as a new scenario for
assessment. We consider the geographical impact of these key risks below.
Transitional risks
Climate risk
Description of risk/opportunity
Geographical impact
Impact of carbon pricing on
our emissions
Rising carbon emissions from our sites may impact
profits through increased direct costs if emissions
are taxed. Evolving local regulation in key markets
and regions, such as the EU carbon border tax, will
add further pressure.
Atlas Point is our largest contributor to scope 1 & 2
emissions and when viewed with our other
manufacturing sites in North America this region is
the most material, accounting for c.50% of our
scope 1 & 2 emissions.
Impact of carbon pricing on
the cost of utilities,
particularly natural gas
The increasing cost of natural gas resulting from
geopolitical issues in 2022 may increase further as
a result of carbon pricing. Natural gas is a key utility
used in our manufacturing process, accounting for
64% of our energy consumption.
Atlas Point is currently our largest consumer of
natural gas and when viewed with our other
manufacturing sites in North America this region is
the most material, accounting for more than 50% of
our natural gas consumption.
Physical risks
Climate risk
Description of risk/opportunity
Geographical impact
Climate change impact on
the availability of natural
raw materials
Potential changes in mean global temperatures are
likely to affect the location, yield and type of crops
grown around the world, with a resulting impact on
raw material availability and cost. In 2022 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 have a direct effect on the cost of
palm-based products/ingredients.
The use of palm oil derivatised raw materials is fairly
evenly spread across our operations in Asia, North
America and Western Europe with each using 25
– 40% of our total purchased palm oil derivatives.
Water usage
Changes in global climate can significantly increase/
decrease precipitation at a given location over time.
Potential changes in precipitation and reduced
rainfall over extended periods are likely to affect
water stressed locations by causing droughts. This
can impact regional water supply and have financial
implications for local industry.
Changes in global climate have varied localised
effects and therefore periods of both high and low
precipitation levels will become increasingly extreme
and prolonged. Sites located in water stressed
areas across Southern Europe, Northern Africa
and Latin America are expected to face increasingly
arid conditions.
Other climate related risks/opportunities identified
Other climate related risks currently assessed to have a lower impact are identified in our risk registers across products and services, distribution
and supply chain, suppliers, R&D, operations and acquisitions and divestments. These were considered by the Sustainability Committee and
confirmed as lower impact in 2022.
66
Croda International Plc Annual Report and Accounts 2022
The tables below set out the assumptions used, the risk profile generated and our planned mitigations for each of the four key climate risks
selected. Our analysis shows that the financial risks they present to Croda could be managed by currently planned mitigating actions meaning
that we would not have to materially change our strategy or business model.
Impact of carbon pricing on our emissions
Driver for assumptions
Risk profile and financial impact
Planned mitigations
Using Croda revenue and GHG
emissions projections, the potential
cost impact of increased carbon
prices associated with Croda
emissions (scope 1 and 2) was
calculated. Predicted emissions were
reviewed for assumptions of both no
climate action (pro-rata for 2021
performance) and achievement of our
net zero strategy, considering our
validated SBT trajectory to 2030.
The cost was modelled across the
future climate related scenarios
using carbon price models at an
organisational level from the
NGFS database.
In a Hot House World scenario, the additional cost of
carbon tax increases is limited, resulting in a minor
level of financial risk to the business out to 2050.
In both the Disorderly and Orderly transition scenarios
the additional costs due to higher levels of carbon
taxation and restrictive measures are forecast to
expose Croda to high levels of financial risk
beyond 2035 and 2040 respectively assuming
a business-as-usual emissions trajectory.
2025
2030
2050
(Worst case of Disorderly transition)
This is mitigated when following the planned
emissions reduction trajectory in line with Croda’s
current verified science based targets.
2025
2030
2050
(Disorderly transition after incorporating
decarbonisation strategy)
Croda has a verified 1.5oC 2030 Science Based
Target. Every location, including non-manufacturing
sites, has a decarbonisation road map towards
achieving a 50% reduction in scope 1 and 2 emissions
by the end of 2029. The quality assessment process
for these has been externally validated by Avieco, part
of Accenture.
Whilst a high proportion of the reduction is based on
alternative energy sources, assuring a high confidence
level, our plans also cover reducing energy
consumption and increasing energy efficiency.
For example, our manufacturing site in Spain is
investing in recovering waste energy to produce hot
water, our site in Chocques, France, receives steam,
vital for process heating, from a local municipal waste
incinerator verified as having zero impact on the site’s
scope 2 emissions and several UK collaborative
funding opportunities have been applied for to further
accelerate the decarbonisation of our heat. For further
details see page 23-24 of our Sustainability Report.
We apply a shadow carbon price to capital
expenditure projects, aiding prioritisation of those
that result in reduced scope 1 and 2 emissions.
During 2022 we have increased this price from £55/
tonne to £124/tonne in line with the UK Government
Green Guide.
Impact of carbon pricing on utilities, particularly natural gas
Driver for assumptions
Risk profile and financial impact
Planned mitigations
The development of our decarbonisation road maps
has enabled all locations to assess the opportunities
for migrating to alternative energy sources, reducing
energy consumption and increasing energy efficiency.
Notable projects relating to natural gas substitution
include the installation of a bioethanol boiler on our
manufacturing site in Brazil and the in-progress
upgrade of a boiler to enable the use of landfill gas
(LFG) at our large manufacturing site in North America.
As a material consumer, the latter will substantially
reduce Croda’s overall exposure to natural gas
pricing. (For further details see SR page 23)
Using Croda revenue and natural gas
usage projections, this scenario
assessed the possible cost to Croda
of increased natural gas prices.
Predicted natural gas usage was
reviewed for assumptions of both no
climate action (pro-rata for 2021
performance) and achievement of our
decarbonisation strategy. The cost
was modelled across the future
climate related scenarios using natural
gas price models at an organisational
level from the NGFS database.
In a business-as-usual energy usage trajectory, the
Hot House World scenario saw the lowest levels of
financial risk, with a moderate risk level to 2050.
In both the Disorderly and Orderly transition scenarios
the additional costs due to natural gas price increases
are expected to expose Croda to high levels of
financial risk from 2045 and 2050 respectively.
2025
2030
2050
(Worst case of Disorderly transition)
This is mitigated to low risk levels by implementing
Croda’s current decarbonisation strategy, resulting in
reduced usage of natural gas:
2025
2030
2050
(Disorderly transition scenario after incorporating
decarbonisation strategy)
Risk impact score
Financial impact
1-2
3-4
5-6
Opportunity – Minor Impact
Low – Moderate Impact
High – Critical Impact
Croda International Plc Annual Report and Accounts 2022
67
Strategic report Non-financial disclosure continued
Task Force on Climate-related
Financial Disclosures (TCFD) continued
Impact of climate change on raw material availability
Driver for assumptions
Risk profile and financial impact
Planned mitigations
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 oil derivatives purchased by
Croda in 2021. Indonesia is the
dominant origin of Croda’s supply
(see Sustainability Report page 20).
The cost of palm oil is forecast to
expose Croda to varying levels of risk
across the two different climate related
scenarios – Current Policies and Net
Zero 2050 – for which clear models
are available.
In the Hot House World 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 oil is forecast to drop below the 2021
baseline cost resulting in a cost saving opportunity
for the business, driven by continual efficiency
improvement in farming technologies (partially
supported by Croda crop innovation) driving
prices down.
Roundtable on Sustainable Palm Oil (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 Action for Sustainable
Derivatives (ASD) to drive further industry transition to
RSPO helps to mitigate the risks associated with
increased pricing due to lack of availability.
In an Orderly transition 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 initially moderate impacts
towards critical levels of financial risk by 2045.
89.3% of our palm derivative purchases in 2022 were
RSPO-certified and >95% of purchased volumes in
2021 were mapped back to either refineries, mills or
plantations, working with ASD. For further details see
page 20 of our Sustainability Report.
2025
2030
(Orderly transition)
2050
Our focus on high value niches and differentiated
products with unique characteristics also helps to
mitigate this risk by enabling us to pass on raw
material cost increases to our customers.
Water usage
Driver for assumptions
Risk profile and financial impact
Planned mitigations
An initial assessment to identify the
nine most at-risk sites was conducted
using the WRI Aqueduct tool for
baseline water stress and site-level
water use data.
Forecasted precipitation data was
collected under three SSP scenarios
and the 12-month Standard
Precipitation Index (SPI) was
calculated to determine the
occurrence of extreme drought
conditions at each Croda site.
Extreme drought conditions are
correlated with low water supply and
replenishment, affecting local industry.
Extreme drought conditions were
assumed to have financial implications
on Croda’s water-stressed sites.
By following an orderly transition pathway, most costs
associated with risk of water stress are mitigated and
only minor financial implications are expected.
Hot House World and Disorderly Transition scenarios
infer a similar level of warming by 2050 and this will
have low financial implications for Croda from
2040 onwards.
2025
2030
(Hot House World)
2050
The outcome of this scenario analysis has
demonstrated that there is no material financial risk
associated with operating our sites in water stressed
regions. However, as leaders in sustainability and as
part of our social licence to operate, we plan to do
more to support our local communities and the
environment in which we operate. As part of our
ambition to be Net Nature Positive by 2030 we are
targeting a reduction in water use impact of 50%,
focusing on sites in water stressed areas, including
considering quality indicators and displacement
effects. Our understanding of our water use impact
both within our operations and upstream supply chain
will present opportunities to support customers with
their own nature targets and collaborate to ensure a
greater positive impact for nature and society.
Risk impact score
Financial impact
1-2
3-4
5-6
Opportunity – Minor Impact
Low – Moderate Impact
High – Critical Impact
68
Croda International Plc Annual Report and Accounts 2022
Non-financial
information statement
Scan this QR code to read
our Fundamentals factsheets
In accordance with the Non-Financial Reporting Directive the table below summarises where non-financial information relating to environmental,
employee, social, respect for human rights, anti-corruption and anti-bribery matters can be found in our Annual Report (AR), Sustainability Report (SR)
and online. Our Viability Statement on page 59 assesses the key risks and combinations of risks (including consideration of business relationships
and products) which could adversely impact the Group.
Confirming environmental integrity and social accountability is an increasingly important prerequisite in our upstream supply chains. During 2022
we further revised our Supplier Code of Conduct and introduced our Supplier Scorecard to measure performance and help our suppliers
understand any gaps that need to be addressed.
During 2022 there were no significant safety, health, environment or quality issues across our operations on which to report. Further information
can be found in the Fundamentals factsheets on www.croda.com/sustainability/non-financialperformanceandreports.
Reporting
requirement
Environmental
matters
Some of our
relevant policies
Supplier Code of Conduct2
Group SHE policy1
Employee
matters
Group Code of Ethics2
Code of Conduct2
Group policy on Training and Development2
Read more about
our impact and metrics
Annual
Report page
Sustainability
Report
(SR) page;
Factsheet
(FS) online
Process safety (TRIR)
Page 49
SR39; FS
Environmental stewardship
Product stewardship
Sustainable sourcing and
supplier partnership
Climate Positive
Land Positive
Culture
Key people metrics
Purpose and Sustainability
Commitment (Workforce
Engagement)
SR39; FS
SR40; FS
SR40; FS
SR36
SR37
Page 48
Page 48
Pages 20 & 84
Page 21
Page 49
Equal Opportunities policy1
Gender balance
Page 95
SR38
Health, Safety and Wellbeing
SR39; FS
Fair income (Living Wage)
Page 127
SR39; FS
Diversity and inclusion
Page 71
SR34
Pages 93-95
Page 127
Responsible business
SR39; FS
Respect for
human rights
Group SHE policy1
International Human Rights policy2
Group policy on Discrimination2
Code of Conduct2
Social matters Code of Conduct2
Anti-bribery
and corruption
issues
Guidelines policy for Managing Diversity2
Group Transgender policy2
Code of Conduct2
Anti bribery and Corruption statement2
Ethics and Anti Corruption compliance
programme2
Croda Modern Slavery Statement2
Whistleblowing Reporting procedure2
Competition Law policy1
Croda Fraud policy1
Our Purpose2
Our Commitment2
Business
model
Principal
risks
Major safety or
environmental
incident
(page 57)
Delivering
sustainable
solutions
(page 56)
Our people
(page 57)
Ethics and
compliance
(page 58)
Our people
(page 57)
Our people
(page 57)
Ethics and
compliance
(page 58)
Business model
P14
All key risks on
pages 55 to 58
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.
Croda International Plc Annual Report and Accounts 2022
69
Strategic report
Corporate governance
Chair’s letter
Dame Anita Frew DBE, Chair
“Our success depends
on our skilled and highly
committed employees
who are central in our
decision-making process.”
This report, together with the Directors’ Remuneration Report,
set out on pages 102 to 140, describes how the 2018 UK
Corporate Governance Code principles have been applied
by the Company. 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
For more information
on the Board’s activity
See pages 74-77
For more details on the search for
our new Chief Financial Officer
See page 94
70
Croda International Plc Annual Report and Accounts 2022
Dear fellow shareholder
Board activity
The Board continued to oversee the delivery of the Group’s five-year
strategic plan, including taking part in two strategy sessions with the
Executive Committee team. At its strategy session in June the Board
focused on the foundational programmes that support the Group’s
strategy, including work on customer insights, business change, digital
solutions and data and systems, what we call ‘Doing the Basics
Brilliantly’. The Board also reviewed the organic and inorganic
investment opportunities in both our Consumer Care and Life
Sciences sectors. Further details can be found on page 77.
Our success depends on our skilled and highly committed
employees who are central in our decision-making process and
throughout 2022 the Board met regularly with employees, through
listening groups, Board presentations and site visits. Further details
on how we engaged with our employees can be found on pages
84 and 85.
The Board remained focused on sustainability and achieving our
ambition to be the most sustainable supplier of innovative ingredients,
becoming Climate, Land and People Positive by 2030. The Board’s
involvement and oversight are described on page 81. With the
increasing number and growing complexity of regulations in sustainability
reporting, the Board is reviewing how it will continue to ensure that it
has comfort that Croda is in compliance with relevant regulations and
has assurance on the accuracy and reliability of climate-related and
other sustainability disclosures, including oversight of the control
environment in relation to information used in support of the disclosures.
The Board is considering if this responsibility should remain with the
Audit Committee or a separate Sustainability Oversight Committee
should be established.
During the year the Board spent time reviewing innovation. This included
biotechnology in our Beauty Actives business and a review of the
innovation pipeline for each platform within our Croda Pharma business.
Our Chief Scientific Officer presented the innovation strategy to the
Board. Details are set out on page 76.
Further information on the Board’s deliberations in other areas,
and how we consider the interests of our key stakeholders, is set
out on pages 78 to 81.
The Chair of our Remuneration Committee, Jacqui Ferguson,
undertook a consultation process with our major shareholders in
relation to our proposed Directors’ Remuneration Policy, which
requires shareholder approval at our April 2023 AGM. Further details
on the Remuneration Policy and the consultation process can be
found on pages 108 to 121.
Leadership and diversity
During the year the Nomination Committee undertook a search for
a new Chief Financial Officer (CFO) to succeed Jez Maiden who will
retire from the Board at the AGM in April 2023.
On 1 January 2023 Louisa Burdett joined Croda and the Board.
Louisa will succeed Jez as CFO on 13 March 2023, and Jez will step
down from the Board at the AGM on 26 April 2023 and retire from
the Company on 31 May 2023. On behalf of the Board and all my
Croda colleagues, I would like to thank Jez for his outstanding
contribution over the last eight years. Louisa has an exceptional
ten-year track record as a CFO of listed companies, with valuable
experience both in speciality chemicals and the broader
manufacturing sector.
The Board has also commenced a search for a new Non-Executive
Director to replace Helena Ganczakowski, who has reached her nine
year tenure and will retire from the Board at the 2023 AGM.
We consider that creating an inclusive Board is essential in attracting
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. I am happy to report that the composition of the
Board continues not only to meet, but exceed, the ambitions set
out in the FTSE Women Leaders Review and the Parker Review for
FTSE 100 companies. We are also comfortably in line with the recent
recommendations from the FTSE Women Leaders Review that listed
companies should have at least one woman in the Chair or Senior
Independent Director role on the Board and/or one woman in the
Chief Executive Officer or Finance Director role by the end of 2025.
Croda currently has two of these positions held by women and with
the appointment of Louisa Burdett as CFO on 13 March 2023, three
of these positions will be held by women.
In preparation for Helena’s retirement, Jacqui Ferguson took over as
Chair of the Remuneration Committee with effect from 1 September
2022. This ensured Jacqui had a good period as Chair to prepare for
the review of the Company’s Remuneration Policy. Jacqui has been
a member of the Remuneration Committee since 1 September 2018.
Helena will remain a member of the Remuneration Committee and
will continue in her role as the Senior Independent Director until her
retirement at the 2023 AGM. Jacqui Ferguson will succeed Helena
as Senior Independent Director from the date of the AGM in 2023.
Jacqui has four years’ experience on the Board, building excellent
relationships with her fellow Non-Executive Directors and the
executive management team and has a detailed understanding
of Croda, making her entirely suitable for this role.
Our Group HR Director, Tracy Sheedy, will retire from the Executive
Committee and the Company at the end of April after six years in the
role. Tracy’s successor, Michelle Lydon, was appointed as President
Human Resources and a member of the Executive Committee on
1 January 2023 and will take over from Tracy in mid-March. Since
joining Croda in 2016, Tracy has played an important role in our
success and will leave a strong team of HR business partners
and specialists, well equipped to support Croda’s future needs.
Michelle has wide-ranging experience as a HR Director gained at
listed, global companies including most recently as Chief People
Officer for British Airways and before that QinetiQ.
On the recommendation of the Nomination Committee, the Board
agreed to extend my appointment for a further year. This extension is
in line with our policy to review appointments annually once six years’
tenure has been completed. John Ramsay completed his first
three-year term and the Nomination Committee recommended to
the Board that his appointment be extended for a further three years.
Before making these recommendations to the Board, the Nomination
Committee considered the contribution made to the Board and the
Committees by the individuals 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 95.
Board evaluation
I am pleased to report that the Board evaluation this year confirmed
that we continue to operate as a very effective Board. Details of the
Board’s annual evaluation and future priorities for the Board are
set out on pages 88 and 89. In accordance with the 2018
UK Corporate Governance Code, the next Board evaluation
will be facilitated by an external party and details will be shared
in the Annual Report and Accounts for 2023.
Annual General Meeting
We know our AGM provides investors with a valuable opportunity
to communicate with us and this dialogue is very important to the
Board. The AGM will be held on 26 April 2023 and once again
we are offering shareholders a choice to attend the AGM in person
or view the AGM remotely via a webcast. 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.
Finally, I would like to give thanks to my fellow Board members and
all the people of Croda for their hard work, commitment and support
during the year.
Dame Anita Frew DBE, Chair
Croda International Plc Annual Report and Accounts 2022
71
Governance
Corporate governance continued
The Board’s biographies
Dame Anita Frew DBE
Chair
N
Appointment: March 2015 and
Chair since September 2015
Nationality: British
Steve Foots
Group Chief Executive
E
F
SHEQ
Appointment: July 2010 and
Group Chief Executive since
January 2012
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. In January 2023, Anita was
appointed as a Dame Commander of the Order of the British Empire in
recognition of her services to business and the economy.
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 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 Maiden*
Group Finance Director
R
E
F
Appointment: January 2015
as Group Finance Director
Nationality: British
Louisa Burdett
Chief Financial Officer Designate
E
F
R
Appointment: January 2023 as
Chief Financial Officer Designate
Nationality: British
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 is a Non-Executive Director at Intertek Group
plc, the FTSE 100 testing company.
Louisa is an experienced Finance Director who has held senior financial
positions in industrial, manufacturing, publishing and pharmaceutical
companies. She brings financial, commercial, M&A and risk management
experience to the Croda Board. Louisa was previously CFO of Meggitt Plc
and before that CFO of Victrex Plc. She is currently a Non-Executive Director
and Chair of the Audit Committee of RS Group Plc, a global distributor of
industrial and electronic products.
Helena Ganczakowski
Non-Executive Director
(Senior Independent Director)
RM A
N
Appointment: February 2014
Nationality: British
John Ramsay
Non-Executive Director
A
RM
N
Appointment: January 2020
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.
John has over 30 years’ broad-based international finance experience 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 a member of the
Supervisory Board at Koninklijke DSM NV and a Non-Executive Director at
RHI Magnesita NV and Babcock International Plc. He is also Audit
Committee Chair at each of these companies.
* Louisa Burdett will succeed Jez Maiden as Chief Financial Officer on 13 March 2023. Jez Maiden will step down from the Board at the Annual General Meeting on
26 April 2023.
72
Croda International Plc Annual Report and Accounts 2022
Key
Chair of the Committee
Member of the Committee
Secretary of the Committee
Nomination Committee
Remuneration Committee
Audit Committee
Risk Management Committee
N
RM
A
R
Group Executive Committee
Group Ethics Committee
Group Finance Committee
Group SHEQ Committee
E
ET
F
SHEQ
Jacqui Ferguson
Non-Executive Director
RM
A
N
Appointment: September 2018
Nationality: British
Roberto Cirillo
Non-Executive Director
A
RM
N
Appointment: April 2018
Nationality: Swiss
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, interim Chair of Tesco Bank, a fellow of
the IET, a Trustee of Engineering UK and a member of the Advisory Board
of Engie UK.
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.
Keith Layden
Non-Executive Director
N
Appointment: February 2012
and Non-Executive Director
since May 2017
Nationality: British
Julie Kim
Non-Executive Director
A
RM
N
Appointment: September 2021
Nationality: US
Keith brings to the Croda Board 33 years’ experience of working at
Croda in a variety of positions, including most recently leading the Global
Research, Development and Innovation function and as President of the
Global Life Sciences business before his retirement from the business in
2017. He also has an interest and background in organisational culture and
innovation which are key considerations in the decision making of the Board.
In his roles as Honorary Professor of Chemistry and Industry at the University
of Nottingham 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.
Julie brings nearly 30 years of experience in the health care industry, with
more than 15 years in international leadership positions to the Croda Board.
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 in both global
and regional roles, focused on Europe, Asia and Latin America means that
she brings valuable strategic and operational insight to Board discussions.
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.
Nawal Ouzren
Non-Executive Director
A
RM
N
Appointment: February 2022
Nationality: French
Tom Brophy
Group General Counsel
and Company Secretary
ET
E
A
RM
N
R
Appointment: December 2012
as Board Secretary
Nationality: British
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 to the Croda Board first hand
experience in biologics and novel gene therapies. Her pharma experience
and market insight provides a real advantage in driving the implementation
of Croda’s Pharma strategy.
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. In addition to his
General Counsel and Company Secretary role, Tom has previously held
other senior roles in Croda, including leading our Group HR function and
acting as the Managing Director of the Western European Region.
Tom provides corporate governance know-how to the Board and Croda.
Having spent many years leading global teams, Tom leads the Legal
and Company Secretary team.
Croda International Plc Annual Report and Accounts 2022
73
Governance
Corporate governance continued
The Board’s activity
Board meetings and structure in 2022
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.
Detailed planning is undertaken to create an annual Board agenda
programme, which ensures important strategic, operational, financial,
cultural and corporate governance items are discussed at the
appropriate time during the year, with additional deep dives into
key strategic areas.
An additional Board strategy day, attended by all members of the
Executive Committee, is held during the year. The strategy day is
held in the first half of the year, followed by a further truncated
strategy update as part of consideration of the three year plan in the
autumn, with the approval of the budget towards the end of the year.
Board agendas and activity in 2022
Each Board meeting agenda is set via a collaborative process
between the Chair, Group Chief Executive and Company Secretary.
The Chair ensures adequate time is allocated to allow effective
discussion, with a typical agenda being structured to ensure
a balance is maintained between reporting, approvals,
strategy and governance.
Financial, risk and performance management (25%)
• Review of key risks, internal and external assurance of each risk
• Review of risk appetite statements
• Dividend policy and dividend approvals
• Long-term viability statement
• Defence planning
• Review of the Company’s tax strategy
Time allocation
Financial, risk
and performance
management
25%
Governance
and reporting
10%
Strategy
50%
People
15%
Split of the Board’s time
In addition to the matters summarised on pages 75 and 76, some
further examples of the Board’s 2022 activities and priorities are
set out below, along with an estimate of the proportion of the time
that the Board spent discussing each area.
Strategy (50%)
• Sustainability strategy and targets
• Product manufacturing strategies
• Responsible business activities
• Discussion of acquisition opportunities
People (15%)
• Croda’s Purpose and culture
• Succession planning and organisational structure
• The Board’s engagement with employees and the
employee voice
• Extension of the term of office of Dame Anita Frew DBE
and John Ramsay
• Diversity and inclusion of our workforce and gender
pay gap reporting
• The health and safety of our employees and contractors
Governance and reporting (10%)
• Board and Committee effectiveness evaluation
• Review of the Annual Report and Accounts
and other financial statements
• Governance compliance review
• Presentation from the Director of Investor Relations
and Corporate Affairs
For more information on how the Board
protects Croda’s culture
See pages 84 and 85
74
Croda International Plc Annual Report and Accounts 2022
Board agendas and activity in 2022 continued
Reporting – backward looking
The Board receives reports from members of the Executive
Committee as well as the Board Committees, with reports
from the Group Chief Executive and Group Finance Director
forming the main items for discussion at each meeting.
• The Group Chief Executive’s report focuses on strategic and
operational activities. Safety is always the first matter he reports
on with a focus on both employee behavioural safety and
process safety issues. He will also report on the performance of
each business, including sales and regional activity as well as
competitor insights and performance. Market trends and
opportunities are considered and any material dialogue with
major customers, suppliers and regulatory bodies are discussed.
Approvals – current issues
Approvals that form part of the matters reserved for the
Board are sought from the Board in this part of the agenda.
This includes, for example, corporate transactions, capital
expenditure, significant commercial contracts, the financial
statements, dividends, the Group budget as well as a review
of past capex and innovation performance. For example,
during 2022 the Board:
Strategy – forward looking
Each Board meeting agenda has strong links to the strategic
objectives of the business.
These sessions ensure the Board understands the opportunities
for the business in terms of new markets, technologies and
disruptive innovation, as well as implications for talent. For example,
during 2022 the Board undertook strategic deep dives into the
following areas:
• Beauty Actives – the Board heard from members of the Consumer
Care team about the five-year plan for the Beauty Actives
business, which included insights on market trends for premium
skin care actives and fast growing market demand for botanical
ingredients. The talent and expertise needed to deliver the strategy
was discussed, including in areas such as biotechnology, as well
as the key customer partnerships required to increase the growth
of the skin care market in Asia.
• Innovation strategy – the Chief Scientific Officer and members
of his team updated the Board on R&D, open innovation and
technology investments that were being used to increase
differentiation and IP and to support growth in returns. The Board
spent time discussing several technology platforms, including the
sustainability of platforms to ensure the Group continued its
ambitious journey of decarbonisation.
• The Group Finance Director reports on monthly and year to
date sales performance, profit, cash flow, cost base, capital
expenditure and outlook for the year. He also reports during the
year on performance against budget, dividends, treasury items,
including liquidity, and keeps the Board abreast of investor
discussions and feedback.
• 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 annual programme of business.
• Approved capital investments in Lamar (Pennsylvania), Dahej
(India), Singapore and a UK Pharma site, as well as funding and
cooperation agreements with the UK and the US Governments.
• Discussed two acquisition opportunities including the acquisition
of the Korean based Solus Biotech.
• Considered the Group’s IT strategy, which included a focus
on cyber risks with the Board challenging the robustness of the
Group’s capabilities to protect the business from exposure.
• Croda Pharma pipeline review – the Board received a presentation
from the President of Life Sciences and team members on the
Croda Pharma innovation pipeline for each of the Croda Pharma
platforms (Protein Delivery, Adjuvant Systems and Nucleic Acid
Delivery), including the peak sales innovation pipeline and
weighted value by 2030. The M&A opportunities for each
platform were also discussed.
• Talent – the Group HR Director facilitated an in-depth discussion
on talent. This included the implications for talent in delivering the
Group’s strategic plans, such as attraction and retention of R&D
skillsets, successful integration and understanding of talent within
acquisitions and increased competition for talent within the
industry. The Board noted the progress in improving inclusion
and diversity and the development of a leadership values matrix
assessing talent against Croda’s core values of Together,
Innovative and Responsible. An important element of the
discussion centred around the succession pipeline for the
Executive Director and the Executive Committee roles.
Croda International Plc Annual Report and Accounts 2022
75
Governance Corporate governance continued
The Board’s activity continued
Board agendas and activity in 2022 continued
Governance
This element of the agenda typically comprises Board
procedural and governance matters.
• The Group General Counsel and Company Secretary updates the
Board on changes to relevant laws, regulations and governance
matters at each Board meeting.
Strategy review
The Board strategy day is attended by the Directors and
all members of the Executive Committee. In 2022 the Board
focused on the foundational programmes that are vital in
supporting the Group’s strategy.
This included an in-depth review of work on customer insights,
business change, digital solutions and data and systems.
The strategy day comprised a series of short round robin
presentations, with the Board and the Executive Committee
broken up into four smaller mixed groups and moving from room
to room. This format promotes discussion and debate and an
opportunity for the management teams to use the Directors’
experiences to build upon and modify each of the enabling
programmes. A larger plenary was held at the end of the
sessions for feedback and further discussion.
• In addition, the Board receives reports on compliance and
insurance matters. This includes items such as a review of policies
and procedures on modern slavery, whistleblowing and ethics; the
Group’s insurance programme renewal and all employee
sharesave grants.
• Items concerning the Board’s agenda planning, Board
effectiveness reviews, Committee membership and changes
to Committees’ terms of reference are reviewed and approved
during the year.
The Board also spent time reviewing our innovation programmes,
investments in our people, as well as capex and M&A
opportunities in both the Consumer Care and Life Sciences
sectors. A wrap up session at the end of the day ensures the
Board and Executive team were able to provide their reflections
on the sessions. These reflections are then captured with agreed
actions being recorded and followed up, with further Board
presentations arranged where required.
76
Croda International Plc Annual Report and Accounts 2022
Progress of 2022 focus areas
The 2021 Board evaluation identified four areas of focus for the
Board in 2022. The key actions and progress in meeting them
are summarised below.
1. Continue our focus on Croda’s strategic
progress in transitioning to a pure play
Consumer Care and Life Sciences company,
including key innovation programmes.
2. 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.
What we did
• Oversight of the divestment of the majority of our PTIC business.
What we did
• Business presentations included in-depth reviews of M&A pipelines
• Development of the Croda Pharma strategy.
• Strategy day sessions on innovation programmes, investments
in our people, as well as capex and M&A opportunities in both
Consumer Care and Life Sciences sectors.
and technology gaps that would be filled through acquisition.
• Approval of the acquisition of Korean based Solus Biotech, a
global leader in premium biotechnology derived beauty actives.
Status:
Completed
Status:
Ongoing
3. Oversee our expanded organic capital
investment programme, whilst ensuring
we continue to prioritise safety leadership
and performance.
4. 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.
What we did
• Approved capital investments at Croda sites in Lamar
(Pennsylvania), Dahej (India), Singapore and a UK Pharma site,
as well as funding and cooperation agreements with the UK and
the US Governments.
What we did
• In-depth Board discussion on talent, including the implications
for talent in delivering the Group’s strategic plans.
• Reviewed the succession pipeline for the Executive Directors
and the Executive Committee roles.
• Board safety leadership training at Rawcliffe Bridge manufacturing
• The Board strategy day included an in-depth review of
site, including participating in process safety audits.
• Oversight and challenge of SHE performance at each Board
meeting, with additional quarterly SHE reports on progress against
safety metrics.
work on customer insights, business change, digital solutions
and data and systems, including how it would enhance
employees’ experiences.
Status:
Completed
Status:
Completed
Looking ahead to 2023:
As well as those areas identified during the 2022 Board evaluation, the Board will:
• Continue to monitor safety leadership and performance.
• Have oversight of inorganic investments in support of our Life Sciences and Consumer Care businesses.
• Continue its focus on our organic capital investment programme.
• Continue to bring external perspectives into the Boardroom – including focus on the competitive landscape,
disruptive technologies and outside in customer assessments.
Croda International Plc Annual Report and Accounts 2022
77
Governance Corporate governance continued
The Board and our stakeholders
Our people
Our customers
Our communities
Our suppliers
Our shareholders
The Strategic Report, Directors’ Report, Financial Statements and
the Sustainability Report help our stakeholders assess how effectively
the Board, supported by the Executive Committee, senior managers
and employees, promoted the success of Croda and had regard to
the factors set out in Section 172(1) of the Companies Act 2006
during the year. By understanding how Croda’s activities impact on
our various stakeholder groups, the Board can have regard to their
interests during discussions and when 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.
The Board always seeks to understand the priorities and interests
of our stakeholder groups during its deliberations and decision-
making process with the relevance of each stakeholder group
changing depending on the issue under discussion. 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.
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 our stakeholders is described here, together with a note
where further detail is available throughout this report on
this engagement.
The Board receives information through the following additional
methods which assist the Directors in their understanding of our
stakeholders and in performing 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 76.
• Annual presentations to the Board from all the members of the
Executive Committee on the performance across the sectors
and regions. A broad spectrum of employees from across the
business are also 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 81.
• 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, HR and culture and diversity.
To read our
Section 172(1) statement
See page 19
For more information on how the
Board protects Croda’s culture
See pages 84 and 85
78
Croda International Plc Annual Report and Accounts 2022
Our people
Our customers
Our communities
Our suppliers
Our shareholders
Our people
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. Site visits also present an opportunity for
our Directors to connect with and listen to employees across a wide
range of functions and locations, with care taken to ensure any
engagement sessions contain a diverse selection of employees,
be that gender, ethnicity, tenure and role, to ensure that different
perspectives can be heard.
Our customers
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 Group Chief Executive and sector teams,
as well as during strategy and business presentations. Strategy
sessions will often include customer presentations, providing
an ‘outside-in’ perspective.
The Board received and discussed the results of employee pulse
surveys and regular reports from the Group HR Director and other
Executive Committee members keep the Board up to date on the
wide-range of people initiatives taking place across the Group.
Our Group Chief Executive maintains oversight of the
management of our key customers and regularly updates the
Board on these interactions as well as engagement with policy
makers and regulatory bodies.
Our communities
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 on society and we nurture the links we have
to our communities through our offices and our sites. The Croda
Foundation continues its work in making grants aligned to Croda’s
Purpose, values and expertise. Engagement with our communities
mainly takes place through our local offices and sites, including via
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.
the STEM and 1% Club programmes. During site visits the
Board has the opportunity to hear from employees on activities
undertaken with the local communities and on discussions
from the community consultation committees. The Board also
regularly receives information and feedback on community
activities across the Group during management presentations,
and considers issues such as local employment and investments
in local communities as part of its Board decisions.
For more information on how the Board considers the interests
of our suppliers
See pages 80 and 81
Our shareholders
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. This year the
AGM was also held by webcast, with shareholders online able to ask
questions before and during the meeting. The Chair,
Senior Independent Director and Remuneration Committee
Chair hosted a governance lunch in November which was
attended by shareholders representing around 25% of our total
issued shares. A summary is provided on page 82. Analyst notes
and reports from brokers and advisers are also reviewed to
keep the Board informed of shareholders’ views.
Croda International Plc Annual Report and Accounts 2022
79
Governance Corporate governance continued
Considering the interests of our stakeholders
Separation of the majority of our
PTIC businesses
Establishment of a new lipid facility
in Lamar, Pennsylvania
In 2021 the Board approved the sale of the majority of our PTIC
businesses to Cargill. The divestment will further our transition into a
focused Consumer Care and Life Sciences company. Although the
agreement with Cargill was signed in December 2021, the majority of
the work to execute the separation of the PTIC assets and business
from the rest of Croda took place between January and June 2022,
with the transaction closing on 30 June 2022. The Board continued
its oversight of this aspect of the transaction, with regular reports and
updates from management. The Board considered the impact that
the complex separation programme had on our employees,
customers and suppliers. All aspects of the separation required
careful management of internal and external communications, talent
and resources, and an assessment of the interdependencies with
other Group programmes to ensure not only that the separation
was a success, but whilst also ensuring the continued successful
performance of the PTIC business and the retained Croda businesses.
In line with Croda’s strategy to “Empower Biologics Delivery”, during
2022 we continued our investment in our Pharma business to ensure
capacity would be available for the pipeline of lipid systems used in
novel therapeutic drugs. In considering the investment to establish a
new lipid facility as part of a new multi-purpose cGMP site in Lamar,
Pennsylvania, the Board discussed the future business opportunities
and the possible impact of best and worst case scenarios on the
existing operational capacity as well as the underlying financial
business case. The Board spent considerable time in understanding
the proposal to enter into a cooperative agreement with the United
States Government (USG) under which the USG would provide up
to $75m alongside Croda’s own investment of up to $58m to
establish the new lipid facility. The Board considered the likely
consequences of the investment decision in the long-term and had
regard to the interests of Croda’s stakeholders who would be
affected by the investment.
The Board considered the interests of Croda’s customers,
determining that the investment would allow Croda to support their
development of vaccines. The Board had regard to alignment of the
Company’s Purpose of using Smart science to improve livesTM with
the benefits that the new facility at Lamar would have in supporting
US preparedness for future health emergencies. The new facility
would help ensure enough capacity was available in the US to
produce the necessary components for vaccine manufacture.
The Board concluded that it was in the best interests of the
Company and its shareholders to approve the investment and
enter into the cooperation agreement.
Link to S172(1):
Communities
Customers and consumers
Shareholders
For more information on lipid investments
See page 9
Link to S172(1):
Customers and consumers
Suppliers
Employees
Shareholders
For more information
See page 42
Change to pension contribution rates
During the year the Board undertook its regular review of the UK
pension scheme funding, including the output from the UK pension
scheme’s valuation, which showed that the scheme remained fully
funded on a technical provisions basis. Although noting that the
scheme’s investment remained effective in reducing the valuation
volatility and the Company funding risk, the Board took particular
note of the fact that the funding of future service accrual had been
increasing, partly due to the prolonged lower inflation environment.
The Board discussed in detail whether or not to undertake a
consultation with employees to increase employee contributions to
part fund the total funding cost of future accrual.
The Board had regard to the results of an employee survey on pensions
and discussed the welfare of employees given the rapidly rising cost of
living in the UK. The Board considered it was in the best interests of the
Company to protect employees from additional pension contributions at
a time of rising cost of living and agreed the Company would pay the full
cost of the rise in funding. In reaching this decision the Board took
account of the fact that the pension was an important benefit for
employees and importantly remained a significant retention factor.
Link to S172(1):
Employees
Pension trustees
Shareholders
For more information
See page 104
80
Croda International Plc Annual Report and Accounts 2022
Investment in a greenfield site
in Dahej, India
In approving an investment in a greenfield site in Dahej, India, the
Board considered a number of key areas, including the underlying
Indian growth projection, the strategic investment in Dahej, project
execution plans, the commercial case underpinning the investment,
the safety and sustainability aspects of the project and the steps
taken to ensure high standards of business ethics were complied
with in delivering the project.
Safety was a fundamental consideration for the Board, not only for
employees in the design, construction and operation of the facility
but also the safety benefits to local communities in minimising the
transportation of ethylene oxide through residential areas. The Board
noted that discussions had taken place with raw material suppliers,
that new manufacturing technologies would be adopted, and energy
efficient systems and equipment would be utilised, all of which
would support Croda’s sustainability ambition of net zero carbon.
The Board’s focus on sustainability
The Board remained focused on sustainability and achieving our
ambition to be the most sustainable supplier of innovative
ingredients, becoming Climate, Land and People Positive by 2030.
In 2022 Croda joined over 200 of the world’s leading sustainable
companies as the newest member of the World Business Council
for Sustainable Development. We also announced our aspiration to
become Net Nature Positive by 2030, which will be achieved through
an increased focus on preserving and restoring natural ecosystems
in our supply chains, minimising the water impact of our operations
and helping accelerate sustainable and regenerative agriculture.
Each quarter the Board is presented with a sustainability Board
report, which includes a balanced scorecard providing an overview
of how we are progressing against our ambitious Commitment,
identifying areas where more progress is needed. This enables the
Board to challenge the executive team on the pace of change and
areas requiring more resource.
As well as quarterly reports, the Board received a strategic
presentation from our Chief Sustainability Officer and his team
on sustainability leadership. This included a detailed discussion
and review of the key strengths and differentiators in Croda’s
sustainability programme as well as gaps and areas of uncertainty
and risk.
The Board has overseen the production of decarbonisation
roadmaps for all of our manufacturing sites, which will not only
bring opportunities in terms of reduction in emissions, but also
drive innovation, capture cost savings, act as a retention for
employees and protect Croda from external risks such as carbon
tax and energy costs.
Having regard to the interests of all stakeholders, the Board
concluded that it was in the best interests of the Company and
its shareholders to approve the investment.
Link to S172(1):
Customers and consumers
Suppliers
Employees
Shareholders
Communities
Scope 3 greenhouse gas emission remains the industry’s biggest
challenge and reducing or avoiding scope 3 emissions will be
critically important to Croda as our customers transition to net zero.
In 2023 the Board will oversee the further development of our scope
3 plans, including the quantification of downstream emissions.
In addition, with the increasing number and growing complexity of
regulations in sustainability reporting, the Board will review how it
will continue to ensure that it has comfort that Croda is in compliance
with relevant standards and has assurance on the accuracy and
reliability of climate-related and other sustainability disclosures.
This will include oversight of the control environment in relation to
data and information used in support of the disclosures.
The Board approved the acquisition of Solus Biotech, a Korean
based global leader of naturally derived ceramides and phospholipid
technologies. The acquisition significantly enhances Croda’s
sustainable biotechnology capabilities and will create a new
biotechnology R&D hub in Asia.
For more information on sustainability
See pages 48 and 49 and our Sustainability Report
Croda International Plc Annual Report and Accounts 2022
81
Governance Corporate governance continued
Shareholder engagement
Our approach
The Board is committed to maintaining regular dialogue with
investors and communicating in a clear and transparent manner.
A comprehensive investor engagement programme is led by the
Investor Relations and Corporate Affairs Director and comprises
results presentations, investor roadshows, attendance at
conferences, investor seminars, site visits and ad-hoc meetings.
This programme includes direct Board engagement through the
Group Chief Executive and Group Finance Director. The Chair
and other Non-Executive Directors aim to meet major shareholders
at least annually to discuss topics including governance, strategy,
ESG performance, and remuneration. This gives the Board insight
into investors’ views, helping to inform key decisions and the future
direction of the Company. The Board also reviews monthly submitted
papers, meeting presentations and investor feedback following
roadshows and events. This extends to commentary on the trading
environment and Croda’s performance relative to peers.
Our AGM offers the opportunity for all shareholders to hear an
update on business performance and engage directly with the Board.
Results presentations are webcast live, with engagement and replay
facilities, ensuring all investors and analysts can participate and ask
questions. Investors can also sign up to receive regulatory alerts on
our website ensuring they are notified about Company updates.
Meeting breakdown
There was a significant increase in investor engagement in 2022,
with interactions with 429 institutions compared with 288 in the
prior year. This reflects the impact of the investor seminars and the
benefits of a hybrid programme that included both physical and
virtual meetings. 28 of our top 30 shareholders met management
at least once, and interactions with the top 30, other shareholders
and non-holders all increased in absolute terms. Investor engagement
levels are notably higher than the average for a FTSE 100 company,
being approximately 60% above available benchmarks.
Around 30 investors and analysts joined the site visit to our F&F
business in Murcia.
82
Croda International Plc Annual Report and Accounts 2022
Activities during 2022
We enhanced our engagement with investors in 2022 as lockdown
restrictions were lifted, proactively engaging through seminars and
site visits to provide a better understanding of our business model
and investment case. In March, we held an investor seminar on
Consumer Care, to outline market opportunities and sector strategy
in addition to explaining how investment in biotechnology will
contribute to future growth. The equivalent seminar for Health Care
took place at the London Stock Exchange in October, where we
relaunched the business as Croda Pharma and outlined the new
strategy. Given investor interest in our recent acquisitions, the
Managing Director of Avanti attended the Pharma event, and we
hosted a shareholder visit to Iberchem in May which was very
well attended.
The 2022 corporate governance lunch was held in November and
was attended by shareholders representing over a quarter of our
register. Croda was represented by our Chair, Senior Independent
Director and Remuneration Committee Chair. A wide range of topics
were discussed including sustainability, Board composition,
Executive succession, performance metrics and culture. We intend
to extend this representation to include our Audit Committee Chair at
the 2023 event.
We consulted on our proposed Remuneration Policy during
2022, holding video calls with one third of our investor base.
The feedback was helpful and we adjusted the policy to respond
to specific points made.
Meeting breakdown by investor location
Asia
2%
Europe
(excluding UK)
30%
North America
23%
Rest of world
1%
UK
44%
Meeting breakdown by holders and non-holders
Non-holder
39%
Holder (top 20)
11%
Holder
50%
Top 5 investor questions
Calendar of investor relations activity in 2022
How has inflation impacted Croda?
The cost of our raw materials basket increased by 23% in 2022,
with other operating costs including labour and energy also increasing.
The strength of Croda’s business model has helped ensure inflation
recovery and profit protection.
Can you grow Consumer Care when disposable
incomes are under pressure?
Croda has the broadest range of critical Consumer Care ingredients
in the industry. Our focus on high growth niches, providing
sustainable ingredients with performance that is underpinned
by innovation, positions us well for growth.
What drove the exceptional Crop Care performance
in 2022?
Crop Protection was the standout business in 2022, delivering strong
double digit percentage sales growth, benefitting from a strong
agricultural commodity pricing and demand environment, supporting
demand for value added crop treatments.
With COVID-19 vaccine sales peaking, what does the
future growth profile look like for Croda Pharma?
Pharma is focused on technologies with the fastest growth and
innovation needs. We expect Protein and Small Molecule Delivery
and Adjuvant Systems to continue growing strongly. Nucleic Acid
Delivery sales are expected to be c$120m in 2023, comprising a
further reduction in sales for COVID-19 vaccines and strong double
digit percentage growth for other applications.
How are you reallocating capital following the
divestment of most of your industrial businesses?
Our priority is organic capital expenditure to pursue a rich seam of
growth opportunities in consumer care and life sciences markets.
This will be complemented by targeted acquisitions, in line with our
‘buy and build’ approach to acquire new technology platforms and
build scale through organic investment.
March
• Analyst presentation of full year 2021 results
• Consumer Care investor day
April
• Scandinavia roadshow
May
• Shareholder visit to Iberchem head office in Spain
• Annual General Meeting
June
• Investor conferences in Paris; visit to Sederma
• ESG roadshow in Germany and the Netherlands
• US roadshow
July
• Analyst presentation of half year 2022 results
August
• Half year results roadshow
September
• Investor conferences in London
• Singapore roadshow
October
• Croda Pharma investor day
November
• US pharma roadshow
• ESG conference in Paris
• Governance lunch
December
• Paris roadshow
• UK conferences
Shareholder register
Croda’s shareholder breakdown by investor type is broadly in line with the FTSE 100 average. 10% of our shares are now held by
ESG focused investors which is significantly ahead of our peer group. Many of these are EU based shareholders.
Investors holding more than 3%
(as at 31 December 2022)1
#
1
2
3
4
5
6
7
Institution
Norges Bank
BlackRock
BlackRock
Vanguard Group
MFS Investment Management
Impax Asset Management
RBC Global Asset Management
Country Holding (%)
Shareholders by investor location
4.3
4.0
3.8
3.7
3.3
3.1
3.1
Asia
3%
Europe
(excluding UK)
23%
North America
23%
Rest of world
1%
UK
50%
1. This is based on register analysis conducted by a third party and may differ from the detail shown
on page 142 which is based on notifications received under DTR Chapter 5.
Croda International Plc Annual Report and Accounts 2022
83
Governance Corporate governance continued
The Board and our culture
How we protect our culture
Our Purpose is to use our Smart science to improve lives™, which
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, which is responsible
for assessing, monitoring and promoting the Company culture
through its decisions and conduct. Croda’s positive culture
continued to support our employees, suppliers, customers
and our local communities.
During 2022 the Board discussed the implications for talent
management in delivering the Group’s strategic plans including
employee turnover rates in Croda and our industry. Nurturing
Croda’s culture is a key element in retention and the Board places
high importance on ensuring the organisation and our employees
always live our Purpose of using Smart science to improve livesTM
and our values. The Board considers that it is important to continue
to share reward and success through the organisation, such as
through our Free Share Plan, and that we continue to embrace
and enhance flexible working. As well as providing interesting work
and career development with transparent career paths and
competitive reward packages, we need to ensure employees stay
connected with each other and use technology to enhance this.
The Board spends time focused on the values that underpin
the Croda culture. As an example, in 2022 the Board reviewed
the leadership value potential matrix developed by management,
which provides a tool to develop and encourage different styles
of leadership but grounded in Croda’s common values of Together,
Innovative and Responsible. This enables an assessment
of how employees undertake their roles and not just the outcome
of tasks and objectives achieved. Our leadership and development
programmes all have Croda’s Purpose and values running through
every element of the course.
How we monitor our culture
Although not a science, the Board looks at certain metrics to assist
it in measuring culture. These include KPIs received on a quarterly
basis relating to:
• Diversity and inclusion – such as gender balance, balanced
shortlists, diversity on development programmes.
• Talent development – such as retention rates, training hours
and development plans.
• Wellbeing – including employee engagement scores, pulse survey
results, flexible working and accident rates.
As well as these KPIs, during 2022 the Board also monitored
and assessed culture through multiple sources:
• Inviting employees to present at Board and Committee meetings.
• Regularly meeting with management.
• Receiving regular reports and data on health and safety
and sustainability matters.
• Receiving regular quarterly reports from all areas of the business
including corporate functions.
• 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.
• Considering feedback from the Remuneration Committee.
The Remuneration Policy is aligned to culture and an assessment
of our cultural performance is also embedded in the Remuneration
Committee’s Discretion Framework. Further detail on how
remuneration is addressed across the Company is included in the
Remuneration Committee report on pages 102 to 140.
The voice of our employees
During the year the Board, assisted by the Nomination Committee,
reviewed mechanisms for employee engagement and concluded that
there are a variety of effective mechanisms in place for engaging with
our employees. Some examples of these are described below.
The Board is comfortable that it can continue to rely on alternative
methods to engage with employees, rather than one of the three
methods outlined in the 2018 UK Corporate Governance Code.
84
Croda International Plc Annual Report and Accounts 2022
A range of activities for engagement with our employees was agreed
at the start of the year, which ensured that the Board had meaningful
and regular dialogue with employees. This included holding listening
groups, with topics for discussion relevant to the Board matters and
employees encouraged to discuss other topics most relevant to
them. The Company Secretary takes responsibility for ensuring that
those actions requiring feedback are allocated to individuals to follow
up on with outcomes reported back to the Board.
A culture survey was undertaken during the year, split into quarterly
‘pulse’ surveys. Each question had a theme: purpose, safety,
knowledge, and values. The results of the surveys were included in
the Board papers with discussion at the Board meeting. This enables
the Board to get a feel for the mood of the organisation, shining a
light on areas of difference between sites, countries and regions, as
well as understanding how important cultural work is being adopted
by our businesses.
The Board discusses the key themes arising from the listening
groups undertaken each year. In 2021 and 2022 these included
workload and resource planning, including the importance of making
time for employees to think creatively in all aspects of the business.
The onboarding of newly acquired companies was also discussed,
given the recent acquisitions Croda has made. Mental health was a
common topic, with employees appreciating Croda’s initiatives to
boost mental health and wellbeing and providing platforms to talk
about mental health. Diversity and inclusion was discussed with
the importance of continuing to maintain an inclusive working
environment emphasised. Customer service was discussed in
several listening groups as the end of the pandemic had increased
demand whilst the Ukraine crisis had put stress on the supply chain.
These two issues brought capacity constraints throughout the
industry, which impacted customer service. Innovation was also a
theme with employees wanting more communication about Croda’s
open innovation and other large scale innovation programmes.
The speed of implementation of digital projects was also a theme
that arose and was discussed.
“The Board spends time
focused on the values that
underpin the Croda culture.”
Site visits remain a key element of how our Directors engage with
employees. During the year the Board visited our site at Rawcliffe
Bridge, engaging with a wide range of employees, with a focus on
safety, including the site management team, process engineers,
SHE managers and Hazard Study Leaders. The Board was trained
on and then undertook scenario based inspection techniques
on high hazard processes. This allowed the Directors to have a
detailed understanding of the day-to-day work that our employees
undertake, as well as being trained on the safety hazards and
mitigation across our sites.
Members of the Board undertook site visits in North America,
specifically to Mill Hall, Avanti and Princeton. Feedback from the site
visits was discussed during the following Board meeting. The Board
also attended a virtual session with the North American regional
management team, which included a summary of the business
performance and key challenges facing the region. Other site visits
made by our Directors during 2022 included our Iberchem head
office and manufacturing facility in Mevisa, Spain.
The Board strategy day presented further opportunity for the Board
to meet with members of the Digital and IT teams, as well as the
customer insights teams. Each of the Directors and Executive
Committee members has a mentoring relationship with employees
below the Executive Committee level. The mentee group is
comprised of a diverse group of high potential employees from a
range of functions across the business, identified and matched with
Executive Committee and Board mentors.
During the year Helena Ganczakowski and Steve Foots attended our
Leadership Development Group, which provides attendees with a
deep understanding of leading and self enhancing capabilities to lead
others through times of uncertainty and change, and draws on best
practice ‘outside in’ perspectives to stimulate innovation. Helena was
able to provide her insights and experiences in senior leadership
roles and a perspective from the Boardroom. These interactions
benefit the participants and also the Directors that attend and help
the Directors to build relationships with our highest potential
employees and leaders in Croda.
As in previous years, members of the Executive Committee
and other senior managers from across the Company attended
Board dinners where the Board discussed topics relevant to the
business and its strategy.
The Chair spends time interacting with the Executive Committee
team between Board meetings and during the year each member
of the Executive management team had regular 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 employees in the business, they also help provide the
knowledge for Non-Executive Directors to provide constructive
challenge at Board meetings.
Croda International Plc Annual Report and Accounts 2022
85
Governance
Corporate governance continued
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 11 Directors: the
Chair; the Group Chief Executive; the Group Finance Director; the
Chief Financial Officer Designate; 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 of
thought. 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 Directors’
biographical details are on pages 72 and 73. 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
the opposite page.
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.
The terms of reference for each Board
Committee can be found at
Croda.com
86
Croda International Plc Annual Report and Accounts 2022
Division of responsibilities
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
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.
Independent Non-Executive Directors
The role of the independent Non-Executive Directors 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.
Non-independent Non-Executive Director
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 as well as constructive challenge to Board discussions.
Group Chief Executive
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.
Group Finance Director
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 the
formulation of meeting agendas and annual 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.
Governance structure
The Board has three main Committees: the Nomination Committee, the Audit Committee, and the Remuneration Committee.
Principal Board Committees
Nomination Committee
Chaired by Dame Anita Frew DBE
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.
Audit Committee
Chaired by John Ramsay
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.
Remuneration Committee
Chaired by Jacqui Ferguson
Recommends the Company’s
Remuneration Policy and framework and
determines the remuneration packages
for members of senior management.
For more information
See pages 92 to 95
For more information
See pages 96 to 101
For more information
See pages 102 to 140
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 is shown below.
Group Executive Committee
Chaired by Steve Foots
The Committee met 11 times in 2022
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.
Group Chief Executive
Group Finance Committee
Chaired by Steve Foots
The Committee met 11 times in 2022
to review monthly operating results and
examine capital expenditure projects.
Four Executive Committee members and
the Group Financial Controller also attend.
Group SHEQ Steering Committee
Chaired by Mark Robinson
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 Group Chief Executive
and four Executive members attend. The VP
Risk and Assurance also attends.
Group Ethics Committee
Chaired by Tom Brophy
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 Global Head of Procurement
and Sustainable Sourcing, the Regional MD
Latam and the Organisation Development
Director also attend.
Risk Management Committee
Chaired by Jez Maiden
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 identify and assess emerging risks.
Three Executive Committee members
attend as well as the Group Financial
Controller and VP Risk and Assurance.
Sustainability Committee
Chaired by Phil Ruxton
The Committee met six times in 2022
to further develop the Group sustainability
strategy, to embed sustainability practices
throughout the organisation and to monitor
progress towards achieving our
Commitment to be the most sustainable
supplier of innovative ingredients and to be
Climate, Land and People positive by 2030.
It comprises a diverse group of leaders
representing all aspects of our business,
including four Executive Committee members.
Croda International Plc Annual Report and Accounts 2022
87
Governance Corporate governance continued
Board leadership continued
Board and Committee meetings and attendance
Meetings in 2022
Membership of the Board and its Committees, and attendance (eligibility) at meetings held during 2022.
Anita Frew (Chair)
Roberto Cirillo
Jacqui Ferguson
Steve Foots
Helena Ganczakowski
Keith Layden
Jez Maiden
Nawal Ouzren
John Ramsay
Julie Kim
Board
C 7 (7)*
7 (7)
7 (7)
7 (7)
7 (7)
7 (7)
7 (7)
6 (6)
7 (7)
7 (7)
Nomination
Committee
Audit
Committee
Remuneration
Committee
C 5 (5)
5 (5)
5 (5)
5 (5)
5 (5)
5 (5)
5 (5)
5 (5)
5 (5)
5 (5)
8 (8)
C 8 (8)**
5 (5)
C 8 (8)
4 (4)
C 5 (5)
5 (5)
6 (6)
8 (8)
7 (8)***
C – Chair of the Committee
* Anita Frew attended part of the December 2022 Board meeting, but was not able to attend the whole meeting as she had to attend a family funeral.
** Jacqui Ferguson took over as the Chair of the Remuneration Committee from 1 September 2022.
*** Julie Kim was unable to attend the ad-hoc Remuneration Committee meeting on 21 January 2022 due to a scheduling conflict.
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 72 and 73.
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 86.
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.
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.
88
Croda International Plc Annual Report and Accounts 2022
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 previous 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; matters
reserved for the Board; the Committee terms of reference;
and other key policies. This information is supplemented
by country and site visits.
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 and 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.
Board evaluation
The Board undertakes a formal review of its performance and that
of its Committees each year. In 2020 an externally facilitated Board
review was conducted, and we will conduct another externally
facilitated review in 2023. This year we used an online questionnaire
from Lintstock tailored to Croda’s activities and current concerns.
Separate questionnaires were also used for the Audit, Remuneration
and Nomination Committees. A report was prepared based on the
completed questionnaires, which facilitated an evaluation of the
effectiveness of the Board and its Committees and the support
and information received from management and advisers.
The Board effectiveness report is discussed in detail by the Board,
with facilitation by the Chair and the Company Secretary. The report
contains a ranking for each question, showing the highest to lowest
scoring areas and also the scores against comparator companies
that use the Lintstock questionnaires. These provide an
additional lens through which the Board can focus the discussion
of its effectiveness.
The composition of the Board and the Board Committees was rated
very highly, and the report highlighted the key changes that could be
made to the profile of the Board in terms of experience that would
match Croda’s strategic goals. These will be taken into account
in any new Non-Executive Director searches going forward.
The Board’s understanding of the views and requirements of key
stakeholder groups was scored very highly, particularly those of
employees. The Board’s understanding of the views and
requirements of suppliers received a comparatively lower score
however and was seen as an area for improvement. The quality of
the Board’s relationships and its interaction with management
received very high ratings, as did the management and focus of
meetings. Suggestions for further improvements included limiting the
time attendees spent on presentations in order to enable greater
discussion time between the presenters and the Board. Board
support and information provided to the Board were rated highly
overall. Suggestions were made as to areas in which the Board
would benefit from further training, including sustainability, which is
being picked up as part of the Board’s 2023 agenda programme.
The top strategic issues facing the Company were identified and now
form part of the agenda programme for 2023. Finally, both
succession planning and oversight of risk management were
positively rated.
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 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 remained 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.
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 of any new Non-Executive Directors, the
candidate’s other commitments are taken into account, in addition
to whether or not a conflict or potential conflict would exist. Details
of the professional commitments of the Chair and the Non-Executive
Directors are included in their biographies on pages 72 and 73.
The Board is satisfied that these do not interfere or conflict with
the performance of their duties for the Company.
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.
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 72 and 73.
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, with the exception of Jez Maiden and Helena
Ganczakowski, will be proposed for election and re-election at the
AGM on 26 April 2023 and details are in the Notice of Meeting.
Croda International Plc Annual Report and Accounts 2022
89
Governance 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
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 had regard to the current macro
economic and uncertain geopolitical environment and the inflationary
pressures worldwide caused by the pandemic and exacerbated by
Russia’s invasion of the Ukraine.
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
2022 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.
Risk management and internal control
The Board acknowledges its responsibility for ensuring 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 2018 UK Corporate Governance Code.
“The Board receives updates
on principal risks and risk
appetite on an annual basis.”
Executive management have established an organisational structure
with clear operating procedures, lines of responsibility and delegated
authority which was reviewed by the Board (page 87). 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 the external auditor who is 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 auditor (pages 149 to 152), compliance
with relevant accounting standards and other regulatory reporting
requirements, including the 2018 UK Corporate Governance Code,
and the accounting policies and procedures applied (pages 97
and 98).
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 pages 98 and
99 of the Audit Committee report.
For the full statement of
Directors’ responsibilities
See page 144
90
Croda International Plc Annual Report and Accounts 2022
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 96 to 101.
• Receipt of written confirmations from senior management.
• Board review of the report on significant control weaknesses.
• Annual review of risk appetite statements and principal risks
(page 52).
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.
Capital investment
The Finance Committee (a sub-committee of the Executive
Committee) operates 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 52 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 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 sub-committee of
the Executive Committee (page 87), 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 98), as well as being tested by other
internal assurance providers.
Croda International Plc Annual Report and Accounts 2022
91
Governance Corporate governance continued
Report of the Nomination Committee
for the year ended 31 December 2022
Dear fellow shareholder
I am pleased to present the Nomination Committee report for
the year ended 31 December 2022.
Main activities and priorities in 2022
Board changes
During the year the Nomination Committee undertook a search for a
new Chief Financial Officer to succeed Jez Maiden and commenced
a search for a new Non-Executive Director to replace Helena
Ganczakowski, both of whom will retire from the Board at the
AGM in April 2023.
Each year the Board considers the composition of the Board,
in terms of the balance of skills, experience, length of service and
wider diversity considerations. The FRC’s 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. The review in 2022 guided the
Committee’s assessment of the skills and experience for both
searches, details of which are summarised on page 95.
On 1 January 2023 Louisa Burdett joined Croda and the Board.
Louisa will succeed Jez as Group Finance Director on 13 March
2023, and Jez will step down from the Board at the Annual General
Meeting on 26 April 2023 and retire from the Company on 31 May
2023. Jez has been instrumental in the development and growth of
Croda, always nurturing a culture of transformation. I have hugely
appreciated his diligence, intellect and thoughtful approach,
particularly his contribution to Board debate. On behalf of the
Board and all my Croda colleagues, I would like to thank Jez for
his outstanding contribution over the last eight years, and wish him
the very best for the future.
I am delighted that we have been able to appoint Louisa as Jez’s
successor. She has an exceptional ten-year track record as a CFO
of listed companies, with valuable experience both in speciality
chemicals and the broader manufacturing sector. This includes four
years as CFO of Meggitt, before it was acquired by Parker-Hannifin
in September 2022, and five years as CFO of Victrex,
the speciality chemicals company.
Louisa’s appointment brings even greater diversity to the Board in
terms of gender and ensures we continue to meet our commitment
for gender balance on the Board. We also have gone beyond the
requirements of the Parker Review on ethnic diversity.
In preparation for Helena’s retirement, Jacqui Ferguson took over
as Chair of the Remuneration Committee on 1 September 2022.
This gave Jacqui a good period as Chair to prepare for the
Committee’s review of the Company’s Remuneration Policy at the
end of the year. Jacqui has been a member of the Remuneration
Committee since 1 September 2018.
Dame Anita Frew DBE, Chair
“Having a diverse and
talented group of people
at all levels of Croda
is essential for
delivering success.”
The Committee’s terms of reference are
reviewed annually and they can be found
in the governance section at
Croda.com
Details of attendance at the meetings
during the course of the year can be
found on page 88
92
Croda International Plc Annual Report and Accounts 2022
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 composition,
including the skills, knowledge, experience and diversity,
of the Board and make recommendations for any changes
to 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.
• To keep the organisation’s leadership 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 fulfil their duties.
• To make recommendations on succession planning
for the Board.
Key focus areas
• Board appointments – Reviewed the updated NED skills/
experience assessment, led the recruitment process for a new
CFO and commenced the search for a new Non-Executive
Directors.
• Succession planning – Assessed the changes to the
Executive Committee and senior leadership teams.
• Governance – Ensured compliance with key governance issues.
• 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 88. When it is appropriate to do so
members of the Executive Committee attend the meetings on
request of the Chair of the Committee.
Time allocation
Governance
20%
Succession
planning
20%
Board
appointments
60%
Helena will remain a member of the Remuneration Committee
and will continue in her role as the Senior Independent Director
until her retirement from the Board, at which time Jacqui Ferguson
will succeed Helena as Senior Independent Director.
John Ramsay’s and my own appointment were considered by
the Committee. John’s term was extended by three years, having
completed his first three-year term. My term of office was 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.
Our Group HR Director, Tracy Sheedy, will also retire from the
Executive Committee and the Company at the end of April after
six years in the role. Tracy’s successor, Michelle Lydon, was
appointed on 1 January 2023 and joined the Executive Committee.
She will take over from Tracy as President Human Resources in
mid-March. Michelle is an experienced HR leader, having recently
been Chief People Officer for British Airways and before that QinetiQ.
During 2022, the Committee also reviewed the emergency
succession planning for both the Group Chief Executive and Chair
roles. Although the successor for the Group Chief Executive role
would need to be determined at the time based on the
circumstances that exist, the Nomination Committee discussed
Executive Committee members that would be able to take on the
role on a temporary basis if Steve Foots was unavailable to perform
his role. In the event I was unavailable to perform my role as Chair,
the expectation would be that the Senior Independent Director
would take on the Chair responsibilities.
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 FTSE Women Leaders Review and the Parker
Review in relation to gender and ethnic diversity. I am pleased to report
that we have now achieved a position of gender balance on the Board
as well as female Directors as Chair, Senior Independent Director and,
with the appointment of Louisa Burdett, Chief Financial Officer.
The gender balance on the Executive Committee and senior
management teams (direct reports to the Executive Committee)
by 31 December 2022 stood at 38% female. We continued to
increase the diversity of our leaders below Board and Executive
Committee level. 29% of our top 55 employees are female,
with the top 55 made up of employees across 11 nationalities.
Croda International Plc Annual Report and Accounts 2022
93
Governance Corporate governance continued
Report of the Nomination Committee continued
There continues to be work to do to create further diversity and in the
gender balance in the underlying management teams and this will
take a number of years to achieve.
Further information on our current people initiatives including diversity
and inclusion and our ambitions in these areas can be found on
pages 20 and 21. The Committee and the Board receives updates
from the Group HR Director on these activities 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. Also, Board members are invited to attend
feedback sessions with the Group D&I Committee and regional
D&I committee members on an annual basis. Topics have included
LGBTQ, Black and ethnic minority inclusion at Croda, where
passionate speakers talk about their lived experience in order
to create awareness and shape onward discussions.
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. The Board has committed to meeting or exceeding
the target set by the FTSE Women Leaders Review and the Parker
Review. For more information on our Board see the Directors’
biographies on pages 72 and 73.
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. The Committee 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 the 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 an online
questionnaire from Lintstock tailored to Croda’s activities and
current concerns to consider 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.
I will have served my nine years on the Board and as Chair in
April 2024 and the Committee has started to consider the process
to find my successor. As Senior Independent Director, Helena
Ganczakowski chairs the Committee for all discussions concerning
the search for my successor, and is working closely with our Group
Chief Executive and Company Secretary to identify suitable search
firms to work on the search. A specification will be drawn up with
contributions from each member of the Committee and the search
will commence during 2023.
Dame Anita Frew DBE, Chair of the Nomination Committee
94
Croda International Plc Annual Report and Accounts 2022
Defining the criteria
for our new Chief Financial
Officer (CFO)
The Nomination Committee spent
considerable time scoping the
requirements for the new CFO
to replace Jez Maiden.
Having selected Egon Zehnder (EZ) as the firm to lead the
search, members of the Committee worked with EZ to develop
and then fine tune the specification/brief to ensure EZ had a
clear understanding of the cultural aspects of the search, the
key challenges and priorities for the CFO and the personal skills
and qualities needed. EZ has no connection with the Company
or any individual Director.
Key challenges and priorities – The CFO is a trusted and
strategic partner to the Group Chief Executive, a key member
of the Executive team and the Board, and leads our
engagement with the investor community alongside the Group
Chief Executive. It was essential to find someone who could
continue with and build upon the work Jez Maiden had
undertaken in building a world class, future proof finance
function backed by top diverse talent, digital technology
and strong processes.
Personal characteristics – The Croda culture is a significant
competitive advantage, so as well as finding candidates with
the key critical skills and experience, the CFO needed to identify
with and live our corporate values and Purpose, individually,
and as part of the leadership team. The Committee looked for
candidates with humility, authenticity, an inclusive leadership
style and a natural team player, and that thrive in a nimble,
entrepreneurial and fast-moving business, who would bring
a continuous improvement mind-set that is appropriate for
Croda’s stage of development and aspirations as well having
positive energy and a ‘can do’ attitude.
Skills and experience – The critical skills and experience
that the Committee specified for the search included, amongst
other things, being a well-rounded finance leader of a complex,
global business with a dispersed customer and operational/
manufacturing footprint, and experience in innovation led,
growth oriented (organic and inorganic) settings. The ability to
inspire, motivate and empower high performing diverse teams
was critical, as was establishing a collaborative culture within
Croda to help shape corporate strategy for further growth.
Diversity – Broad diversity was a key consideration for the
search. To meet the Commitment target set for gender balance
in senior decision making roles, our search firm was required to
bring forward a balanced longlist of candidates.
Board and Group diversity
As at 31 December 2022
Board balance
Ethnic diversity
Non-minority
ethnic
background
8
Minority
ethnic
background
2
Age
40-49yrs
1
60-65yrs
5
50-59yrs
4
Tenure
>6yrs
4
Gender balance
Board of Directors
Senior management
All employees
Female
50%
Male
50%
Female
38%
Male
62%
Female
40%
0-3yrs
3
3-6yrs
3
Male
60%
Non-Executive Directors’ tenure
The Committee reviews the tenure and succession plans for the
Non-Executive Directors annually. The focus in 2023 will be on the
succession for Anita Frew as Chair of the Board and to continue our
search for a Non-Executive Director to replace Helena
Ganczakowski.
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
Board skills and experience assessment
The assessment below is an analysis of the collective skills and experiences of the Directors, assuming Helena Ganzakowski is no longer
a Director.
General – skills/experience required from the majority
of FTSE 100 Boards
Croda – skills/experience required from
Croda’s Board
Strategy
Governance and Risk
Remuneration
Finance/accounting
Consumer Care (Personal Care and F&F)
Life Sciences
Marketing
Digital
Innovation
Croda – skills/experience required from the majority
of global speciality chemical company Boards
Technical (including Biotech)
Key:
SHE
Operations
Sustainability
International and emerging markets
Emerging markets (‘in country’ living
and working experience)
Experience as a CEO
M&A
the Board has the appropriate amount of skill/experience
in this area
the Board would benefit from additional skill/experience
in this area
the Board does not have the required skill/experience
in this area
Croda International Plc Annual Report and Accounts 2022
95
Governance Corporate governance continued
Report of the Audit Committee
for the year ended 31 December 2022
Dear fellow shareholder
Report of the Audit Committee for the year ended
31 December 2022
I am pleased to present the Audit Committee report for the year
ended 31 December 2022. 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 2022.
As the restrictions surrounding the pandemic eased, the Committee
has thankfully been able to meet in person during the year rather
than by video conference as was the case through much of the
COVID-19 pandemic. Similarly the external audit and internal audit
teams were largely able to revert to physical presence at audits.
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 once again delivered high quality and robust audit processes.
The Board including myself spent a considerable time in the search
for our new Chief Financial Officer, Louisa Burdett who joined the
Board on 1 January 2023. A critical role of the Audit Committee
Chair is to develop a strong, professional, healthy relationship with
the Chief Financial Officer, developing mutual trust in the relationship
to ensure constructive challenge in support of highly effective internal
controls and injecting objectivity into the Company’s financial
disclosures. I have built an excellent working relationship with Jez
Maiden, and on behalf of the Committee I wish to thank him for his
professional and highly valued contribution to Croda and to the work
of the Committee. I am looking forward to building the same
relationship with Louisa.
Having served 14 years as VP Risk and Assurance and over 16 years
as an employee of Croda, Hazel Whitaker retired from her role in
August 2022. On behalf of the Committee and the Board, I wish to
thank Hazel for her commitment and contribution to Croda and her
support to the Committee. Eduardo Peloia assumed the role of VP
Risk and Assurance. Eduardo has worked at Croda for 7 years and
was formerly the Finance Director for our Latam region.
Committee membership and attendance
The Committee at the end of the year comprised of six independent
Non-Executive Directors. The experience of each Board member is
outlined on pages 72 and 73. 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
provide 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 requirement
that at least one member has significant, recent and relevant
financial experience.
John Ramsay, Chair of the Audit Committee
“The dedication and
commitment from the
Croda executive
management team, the
audit teams and Croda
employees has once again
delivered high quality and
robust audit processes.”
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
Croda.com
For details of meeting attendance during
the course of the year
See page 88
For details of the key focus areas for 2023
See page 99
96
Croda International Plc Annual Report and Accounts 2022
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
• 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.
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 where I 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 emerging
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, the Group Financial Controller, the VP Risk
and Assurance and the internal and external auditors. Meetings
without the Executive Directors 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.
Time allocation
Specific focus
areas for 2022
15%
Internal audit
and risk
management
25%
Financial reporting
25%
Governance
10%
External audit
25%
Specific focus areas in 2022
• Maintain focus on cyber security and the delivery of projects
identified in the 2021 information security strategy.
• Monitor progress in the development of processes and controls
over the reporting of non-financial KPIs, particularly relating to
sustainability.
• Monitor the impact of major business change programmes on
Croda’s risk and control environment.
• Review management’s oversight and monitoring of quality
controls within the health care sector.
See page 99 for progress on these areas.
Committee activity in 2022
The Committee’s core activities, as well as the additional focus
areas, and an estimate of the proportion of time spent on them, are:
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 were material
to our 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
Alternative Performance Measures (APMs) to assess ongoing
appropriateness. The Committee was satisfied that the APMs
reviewed were consistent with market practice of both the peer
group and wider FTSE 100 companies, and that disclosure and
reconciliation to statutory measures were appropriate.
• Reviewed consideration given by management relating to various
FRC thematic reviews and guidance for financial reporting.
• Assessed the impairment testing reviews on goodwill balances on
the Group’s balance sheet and was satisfied with the output of the
reviews which included an impairment of the Flavours cash
generating unit covered under significant financial statement
reporting items. 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 164.
Croda International Plc Annual Report and Accounts 2022
97
Governance Corporate governance continued
Report of the Audit Committee continued
• Reviewed the viability assessment process undertaken in support
of the long-term viability statement, based on plausible scenarios
(including different combinations of scenarios) arising from key risks
and their impact on headroom and debt covenants. The Committee
challenged the assumptions and calculations in the modelling and
scenarios, noting the effect they would have during the viability
period and were satisfied that they were robust and well thought
through. Further information can be found on page 59.
• Undertook regular reviews of the Group’s litigation. The Committee
receives reports twice a year from the Group General Counsel
and Company Secretary and was satisfied with the approach
to provisioning and disclosure.
• Reviewed the accounting treatment of the divestment of the
majority of the PTIC business.
Governance (10%)
The Committee:
• 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 and fraud policies and were satisfied with the
outcome, including follow-up actions. The Committee also
reviewed a summary of the controls in place to mitigate the risk of
fraud in the Group. The Committee was satisfied that the ethics
and fraud programmes were effective. Further work on fraud risk
assessment will take place during 2023 in preparation for the
Directors’ fraud statement, which is a planned disclosure under
the UK Government’s proposed corporate reforms.
• Undertook an external evaluation of the Committee’s effectiveness.
Information on the evaluation process can be found on page 100.
The results of the review concluded that the Committee continued
to be effective.
• Reviewed the Committee’s terms of reference and confirmed that
the role and responsibilities of the Committee are aligned with the
2018 UK Corporate Governance Code. No changes were made
during the year.
• Undertook its annual legal and compliance review of the corporate
governance and regulatory requirements of the Committee,
concluding that it was in full compliance with the 2018 UK
Corporate Governance Code and other corporate governance
requirements.
• 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.
The Committee spent considerable time during the year focusing on
and assessing the expected impact of the UK Government’s
proposed corporate reforms on Croda, including the future
requirement to provide a statement on the effectiveness of internal
control systems and the proposals to publish a resilience statement
in the Annual Report. The Committee agreed an indicative timeline
outlining the planned actions for meeting such requirements, building
this within the agenda programme for the year. While the
Government has not yet formalised the proposed reforms the
Committee is keen that the Company is aligned with emerging best
practice so this will be a focus area for the Committee in 2023.
98
Croda International Plc Annual Report and Accounts 2022
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 in terms of
coverage, 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 and approved the increase to the external audit fee.
The Committee was concerned about the level of fee increase
proposed and challenged the auditor before agreeing to a 45%
increase over two years, whilst ensuring that the external audit
was delivered effectively. The reasons given by the auditor for the
increase were inflation in professional staff salaries, increased
regulation and expansion in the scope of the audit. Information on
the audit fees can be found in note 3 on page 174.
• Directed the auditor to ensure sufficient focus on areas of
particular concern to the Committee (eg the impact of the PTIC
divestment and separation).
• Reviewed in-depth a range of indicators to judge the overall audit
quality as described in the auditor effectiveness considerations
on page 100.
• Met with the auditor without management present. The Committee
considered the auditor’s views. There were no significant issues
to report.
• Considered the independence and objectivity of the auditor.
The Committee confirmed the independence of the auditor as
further described on page 101.
• Considered the effectiveness of the external audit process,
concluding that the audit was effective (see page 100) and a
recommendation was made to the Board on the re-appointment of
KPMG as auditor at the 2023 AGM.
Internal audit and risk management (25%)
The Committee:
• Reviewed the internal audit planning approach and its link to the
Company strategy, 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 results of the 2022 controls assurance internal
audits delivered by our co-source partner, PwC. The Committee
considered the adequacy of management’s response to matters
raised and the timeliness in resolving such matters.
• Discussed sustainability related non-financial KPIs and how the
Audit Committee and the Board could obtain visibility about the
processes and systems that underlie the KPI calculations.
For more information see page 99.
• Received assessments of several significant capital expenditure
projects against the Group’s project guidelines, following up on
areas requiring attention by the project teams as the projects
progressed. For more information see page 99.
• Received updates on the IT control environment, following the
specific control improvements delivered in 2021.
• The Committee spent time reviewing the speed at which internal
• Reviewed and approved the 2023 internal audit plan and scope
audit action items were completed and closed to ensure
management was focused on overdue audit actions. The
Committee requested that the internal audit team continued to
monitor the completion rate.
• Assisted the Board in its assessment of the Group’s emerging and
principal risks. The Committee assessed the results of the 2022
risk assurance activity carried out by internal audit and considered
any additional key risks as a result of acquisitions during the year.
• Continued focus on implementation of the information security
programme agreed in 2021, including inviting the recently
appointed Chief Information Officer to present to the Committee to
discuss strengths, weaknesses and action plans as well as the
findings of third party audits. The Committee reviewed the
resource and pace of implementing the programme and will
receive quarterly updates, including progress against agreed KPIs.
For more information see the table below.
of the peer reviews.
• 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.
• The Committee received a presentation on the roll out of the global
finance standardisation project, which had realised significant
improvements in the application of cost accounting across the
Group. The project had enhanced the business’ ability to analyse
profitability at product level to support commercial decision
making. It had also allowed the carbon impact of the Group’s
products to be assessed and would assist the business
in reviewing the impact of its product portfolio and aid the
reduction of carbon.
Specific focus areas for 2022 (15%)
In addition to our core work, as set out in our terms of reference, we noted four specific focus areas for 2022, which absorbed the balance of
the Committee’s time.
Specific focus area
Actions during the year
Maintain focus on cyber
security and the delivery of
projects identified in the 2021
information security strategy
Focus was given to the execution of 12 strategic initiatives agreed at the November 2021
Audit Committee meeting.
Two external third party assessments were conducted to evaluate the information security
maturity level and help identify strengths and weakness versus benchmarks. Both studies
reconfirmed the existence of strong controls in several areas while highlighting gap areas
already identified.
Group Risk and Assurance conducted a risk review around IT asset management and third
party supplier risk management, with an action plan agreed to address the gap areas.
Progress
Ongoing – will
remain a focus
for 2023
Monitor progress in the
development of processes
and controls over the
reporting of non-financial
KPIs, particularly relating to
sustainability
Monitor the impact of major
business change
programmes on Croda’s risk
and control environment
Review management’s
oversight and monitoring of
quality controls within the
health care sector
Group Risk and Assurance completed an advisory project with the Group Sustainability
team around the design of processes and controls to address risks associated with the
reporting of non-financial KPIs.
Completed – will
now move to
business as usual
The Committee received regular updates, including from the Group Sustainability team.
The Company’s 2021 Annual Report was included in the FRC’s sample for its thematic
review covering TCFD disclosures and climate in the financial statements. The FRC did not
have any questions or queries following their review. The FRC provides no assurance that
the annual report and accounts are correct in all material respects. The FRC’s role is to
consider compliance with reporting requirements, not to verify the information provided.
The FRC accepts no liability for reliance on this review by the company or any third party,
including but not limited to investors and shareholders.
Internal audit performed two reviews of major capex projects, with assessments against
the Group’s project guidelines.
A detailed end to end assessment of our business processes was undertaken by a third
party, with findings discussed. One of the key steps taken was to create a set of Global
Business Process Owners.
Group Risk and Assurance was regularly updated on plans and progress by the Business
Transformation Director, with updates provided to the Committee.
Group Risk and Assurance oversaw the integration of Avanti into the Croda risk
framework, which now provides visibility over the risk register of all dedicated Pharma
sites. PwC started work on a quality management system (QMS) maturity assessment
specifically around pharmaceutical quality requirements, including GMP systems, with the
objective to highlight key risks and gaps with the current structure and build a roadmap to
further develop and improve Croda’s Pharma QMS.
Ongoing – will
remain a focus
for 2023
Ongoing – will
remain a focus
for 2023
Croda International Plc Annual Report and Accounts 2022
99
Governance Corporate governance continued
Report of the Audit Committee continued
Looking ahead to 2023
In addition to our core business, the Committee has identified four
focus areas for 2023. We will:
management were considered very effective with the Audit
Committee providing both support and challenge. The relationship
with KPMG’s lead audit partner also received good ratings.
• Maintain focus on cyber security and the delivery of projects
identified in the information security strategy
• Maintain focus on monitoring the impact of major business change
programmes on Croda’s risk and control environment
• Monitor progress of control framework changes resulting from
UK corporate reform
• Review management’s oversight and monitoring of quality controls
within the Pharma business
Internal audit and risk management
I met with the VP 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 VP 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.
I also participated in the selection of a new VP Risk and Assurance
from within the business.
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 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 2022 audit
programme, is gathered by questionnaire to support this process.
Details on how the business monitors risk and how it implements its
risk management framework are set out on pages 52 to 54.
Committee evaluation
The Committee performance was assessed as part of the internal
annual Board evaluation process (see pages 88 and 89). The output
of the evaluation was considered by the Committee in January 2023.
Overall, the evaluation concluded that the Committee was operating
effectively. The overall performance of the Audit Committee and that
of the Committee Chair were both highly rated. The Committee’s use
of time was highly commended, with meetings being well run with
appropriate time allowed for more in-depth discussion when
required. Agenda coverage through the year was seen as full and
appropriate. Committee members were well prepared for meetings,
engendering informed discussions and constructive debate.
The Committee’s effectiveness at assessing the system of internal
controls was rated positively, including its regular review of general
computer controls. Relationships between the Committee and Croda
100
Croda International Plc Annual Report and Accounts 2022
The review highlighted the need for further focus on cyber and the
execution of the cyber programme as well as to continue its focus on
the UK corporate reforms and non-financial reporting. Four focus
areas for 2023 were identified and these are summarised above.
External auditor’s 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 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 audit. The questionnaire covered:
• Structure of the external audit team and their quality and approach.
• The planning, delivery and execution of the audit.
• The effectiveness of their reporting.
• Effectiveness of communications between management and the
audit team.
• Robustness of the audit, including the independence of the
external audit team and their ability to challenge management as
well as demonstrate professional scepticism and independence.
• The external audit team’s judgement.
Scores were compared with previous years to understand trends and
highlight areas of improvement. The independence, team
size, seniority and expertise of the external audit team continued
to be assessed positively. Examples included that the senior team
had dealt with complex issues as they came up and were helpful
in providing feedback on technical accounting and disclosure
issues. Regional close-out meetings had been succinct and clear.
Minor improvement areas were noted, which included the need
for clearer upfront planning and effective communication on
progress in some areas.
The Committee also reviewed a report produced by KPMG that
summarised the internal measures that KPMG used to assess audit
quality as well as responses to thematic areas identified by the FRC
that were relevant to the Croda audit.
There were several quality interventions that attributed to the overall
audit quality and ensured independent challenge. These included the
use of specialists, audit consultations, a technical review, a second line
inflight review and finally an independent audit partner review.
External auditor’s independence
The Committee and the Board place great emphasis on the objectivity
of the Group’s external auditor, KPMG, 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 does not impair the
external auditor’s objectivity.
During 2023, it was identified that certain KPMG member firms had
provided preparation of local GAAP financial statement services and in
some cases, foreign language translation of those financial statements,
over the period 2019 to 2022. No entities with these services were in
scope for the group audit. No entities with word processing services
were in scope for the group audit. The services, which have been
terminated, were administrative in nature and did not involve any
management decision-making or bookkeeping. The work was
undertaken after the group audit opinion was signed by KPMG for each
of the impacted financial years and had no direct or indirect effect on the
Group’s consolidated financial statements. In the Committee’s view,
based on their assessment of the breach, KPMG’s integrity and
objectivity as auditor has not been compromised and we believe that an
objective, reasonable and informed third party would conclude that the
provision of these services would not impair KPMG’s integrity or
objectivity for any of the impacted financial years.
In 2022, non-audit fees were £0.2m, significantly less than the total audit
fees of £2.4m; the non-audit to audit fees ratio stands at 0.1:1.
Significant financial
statement reporting items
The Committee, with support from the external auditor, reviewed
those items in the Group’s and Parent Company’s financial
statements that have the potential to significantly impact reporting.
These are set out below.
Impact of the divestment of the majority of PTIC: On 30 June
2022, the Group divested the majority of its PTIC businesses to
Cargill for gross proceeds of €775m (£665m), subject to customary
adjustments for separation costs and cash/debt-like items. This
divestment excluded the potential sale of Croda Sipo in China in
which we have a 65% shareholding. The Group has recognised a
profit before tax on the disposal of £356.0m, with the Parent
Company recognising a profit before tax on disposal of £6.5m. 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 a discontinued operation.
Goodwill impairment: The strategy of the Group includes
acquiring new technologies and businesses operating in adjacent
markets. As a result, goodwill represents a significant asset value
on the balance sheet of £844.6m out of total net assets of
£2,431.1m at 31 December 2022.
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 current macroeconomic outlook and the broader
consequences on the markets in which the Group operates.
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 auditor
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 FRC‘s ethical standard. In conclusion, the Committee agreed that
KPMG were independent.
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 Heald as the Lead Audit Partner. The first year
to be audited by KPMG was the year ended 31 December 2018. Subject
to the continued quality and effectiveness of the current auditor, we plan
to re-tender ahead of a 2028 appointment. Following an organisational
change in KPMG, Chris Heald stepped down as Lead Audit Partner
following the 2021 AGM and was succeeded by Ian Griffiths.
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
The Committee assessed the methodologies used and the
adequacy of the management disclosures. Particular attention was
given to the Flavours cash generating unit’s value in use model,
which demonstrated a £34.6m impairment versus its carrying
value as lower forecast sales and margin have reduced its future
value projection. 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 other impairments were necessary;
however, enhanced disclosure was agreed to be appropriate for
the Fragrances cash generating unit, given the sensitivity of the
calculations to certain assumptions.
Pensions: The Committee monitored the Group’s pension
arrangements, in particular the funding of the defined benefit plan
in the UK, 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. Following their review, the Committee found
the assumptions to be reasonable.
Parent Company’s carrying value of investments in
subsidiaries and intercompany receivables: The Committee
reviewed the risks around the carrying amount of the parent
Company’s investments in subsidiaries and intercompany debtors,
which had previously been disclosed as a significant reporting
item. However, the relative significance of this matter has reduced
in the current period due to the disposal of PTIC businesses
and therefore it was concluded that separate consideration
was no longer required.
Croda International Plc Annual Report and Accounts 2022
101
Governance
Remuneration Report
Report of the Remuneration Committee
for the year ended 31 December 2022
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 2022. This is my first report as Chair, having
been a member of the Remuneration Committee for four years. I would
like to thank Dr Helena Ganczakowski for her work and significant
contribution as Committee Chair prior to my appointment.
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. We
last reviewed and updated our policy to ensure ongoing alignment
to Croda’s evolving ambition in 2020 and received 97.6% votes in
favour. Last year we were pleased to receive 95.0% votes in favour
of the 2021 Remuneration Report.
This year’s Policy review has given us the opportunity to engage with
shareholders and to refresh our policy and its application to enable
Croda’s strategy and ambition. We are grateful to shareholders who
gave their time as part of the consultation, and we adapted our
proposals as a result of feedback received.
Throughout the review we have also been mindful of new governance
expectations, shareholder sentiment, and the changing dynamics of
our workforce including the cost-of-living crisis and the impact this has
on our workforce. The Committee is keen to ensure our remuneration
approach reflects the developing needs of all our stakeholders.
Remuneration Policy review
Since the approval of the current Directors’ Remuneration Policy in
2020, Croda has grown and is now a constituent of the FTSE 50
(with c.£2.6bn of shareholder value created over the last three years).
In line with our strategy to transition to a pure play Consumer Care
and Life Sciences business, Croda has recently concluded the
divestment of the majority of our Performance Technologies and
Industrial Chemicals (PTIC) businesses. Croda will continue
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.
Future growth will be driven principally through organic investment
and through acquisition.
Our focus on Consumer Care and Life Sciences means that our
leaders will be managing an increasingly complex and international
business and these changes will impact the nature of talent required
across our organisation.
Therefore, the focus of the Remuneration Policy review was to ensure
that the existing remuneration framework and its implementation
remained aligned to the business strategy and the evolving scope
and responsibilities of our leadership roles.
Our updated Policy largely reflects our need to address the
implications of the significant growth of the Company, the growing
complexity of the business and the level of sector competitiveness
to ensure we can continue to attract and retain the best talent.
Jacqui Ferguson, Chair of the Remuneration Committee
“This year’s Policy
review has given us the
opportunity to engage
with shareholders and to
refresh our policy and its
application to enable
Croda’s strategy and
ambition.”
Contents
A. Chair’s letter
B. 2022 Remuneration at a glance
C. Proposed Remuneration Policy
• Overview of the new Remuneration Policy
including Executive Directors’ remuneration
for the year ending 31 December 2023
• Remuneration Policy for shareholder approval
D. Report of the Remuneration Committee
for the year ended 31 December 2022
• How our reward strategy aligns to
and supports our business strategy
102
106
108
122
E. Directors’ remuneration for the year ended
130
31 December 2022
102
Croda International Plc Annual Report and Accounts 2022
In summary, we are proposing quantum increases to both the Group
Profit Incentive Bonus Scheme (senior annual Bonus Plan) and
Performance Share Plan (PSP), although opportunity levels remain
modest in comparison to our peers, along with the introduction of
an ESG metric into the senior annual Bonus Plan reflective of
shareholder feedback and our strategic priorities. We also propose
to increase shareholding guidelines and, in response to shareholder
feedback, to increase our post-employment shareholding requirement.
In developing our Remuneration Policy, we undertook a significant
consultation exercise and we are grateful that most of our top 20
shareholders gave their time to discuss and provide advice on our
proposals. Others provided a written response. We also consulted
with proxy agencies and took account of their views. In total we invited
c.60% of our shareholder base to take part in the consultation exercise
and directly engaged through video calls with approximately 31%
of our shareholder base. We adjusted our proposals as a result of
feedback during the consultation process as outlined further below.
Summary of proposals
Increase to the senior annual Bonus Plan and PSP maximum
incentives – Against the background of strong business
performance, increased complexity and evolving talent needs, we
are proposing an increase to incentives for both Executive Directors.
While our approach to remuneration has never been driven by
benchmarking, our view is that this proposed increase in incentive
opportunity is aligned to shareholder interests to support the next
phase of the Group’s strategic development. The benchmarking
suggested that it was the senior annual Bonus Plan opportunity in
particular which has fallen significantly below market for a company
of our size and there was a case for an increase. However, we were
keen to continue with an incentive structure heavily weighted to
the long-term.
The proposal is an increase to the maximum annual bonus of 25%
of base salary and an increase to the maximum PSP of 25% of base
salary. The resulting incentive levels (set out on page 108) will continue
to be modest against the market.
Shareholding guidelines – We are increasing the shareholding
guidelines so that they are in line with the increased PSP opportunity,
meaning a shareholding guideline of 250% of salary for the Group
Chief Executive and 200% of salary for the Chief Financial Officer.
Post-employment shareholding – The time horizon for post-
employment shareholding will be extended to apply in full over the two
years, rather than operating on a tapered basis during this period.
Recruitment headroom – We are proposing additional annual bonus
headroom (maximum 200% of salary) in the Policy which would only be
permitted to be used in exceptional circumstances of recruitment.
The above are the key structural changes to our Remuneration
Policy. Our review also included consideration of our overall
performance framework and as a result of this review we are also
proposing some changes to the implementation of our Policy.
Performance measures for the senior annual Bonus Plan
Currently our senior annual Bonus Plan is based 100% on profit
performance with no bonus payable until the previous year’s profit is
exceeded. Prior to the review we had received feedback from some
shareholders that they would like to see additional measures introduced.
Following our review we concluded that, given the increased
complexity of the business, as well as the proposed increase in annual
bonus levels, it would be appropriate to introduce another measure
in order to better reflect overall performance for all our stakeholders.
We are therefore introducing an ESG measure into the senior annual
Bonus Plan performance framework weighted at 10%. We anticipate
that the ESG measure will vary each year adapting to our evolving
priorities in this area. In 2023 we will focus on safety which is
identified as a current strategic priority taking into account our
evolving capacity expansion. In addition, we have also strengthened
the safety underpin which applies to the senior annual Bonus Plan.
Flexibility in target setting framework – Our senior annual Bonus
Plan profit target has also been set using a consistent and distinctive
framework, focused on sustainable year-on-year growth rather than
a range around the annual budget and we intend to continue with
this approach. We propose to introduce additional flexibility into the
target setting framework taking into account the potential for
increased volatility in profits which may arise from time to time (for
example, as seen in the COVID-19 vaccine contract) and therefore
avoiding disincentivising over performance.
Response to shareholder consultation
Most shareholders we engaged with appeared comfortable with
our proposals to increase incentive opportunity, given Croda’s
performance to date, our strategic ambitions and our growth trajectory
since the last Policy review. Shareholders also recognised that the
incentive opportunities continued to be modest against the market.
The increases to shareholding guidelines were also welcomed,
however some shareholders gave feedback that they would like to
see an increase in our post-employment shareholding requirement
which is currently set at 100% of the in-employment guideline for the
first year after leaving employment, tapering to 0% by the end of year
two. Responding to this feedback we will increase the requirement
to 100% of the in-employment guideline for the full two years
post-employment.
There were some clarifications about when the increase to additional
annual bonus headroom might be used in exceptional circumstances.
We have modified our proposal so that this headroom would only be
available for use in the case of recruitment.
Finally, a number of shareholders expressed a desire for a specific
Return On Invested Capital (ROIC) metric in either the short or
long-term incentive plans. Our discretion framework does include
ROIC and therefore the Committee considers the performance
alongside a range of other measures before either the senior annual
Bonus Plan or PSP awards are approved. However, listening to this
request we have now included ROIC as a specific underpin in our
PSP. In addition, ROIC remains part of the discretion framework for
our senior annual Bonus Plan.
Croda International Plc Annual Report and Accounts 2022
103
Governance Remuneration Report continued
Performance framework for 2023
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, and this is directly reflected in our
performance measures and stretching targets.
For 2023, the senior annual Bonus Plan will continue to be largely
based on an operating profit metric. In addition, an ESG measure
with a weighting of 10% is being introduced as described above.
The PSP performance framework is unchanged in substance and
will continue to include Earnings Per Share (EPS) growth (35% of the
award), relative Total Shareholder Return (TSR) (35% of the award)
and sustainability targets (30% of the award), within which 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 are making some changes to the bespoke peer group against
which relative TSR is measured to better reflect the strategic focus of
the business following our divestment. The NPP measure has been
simplified and will now focus simply on growth in NPP over the
performance period. Further details are contained on page 110.
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.
Consideration of wider workforce and alignment
of reward across the organisation
Our approach to workforce reward is an important part of Croda’s
philosophy. We are particularly sensitive at this time to the impact of
the cost-of-living crisis on our wider workforce. One of the principles
of Croda’s culture is to drive ‘One Croda’, and therefore many of the
remuneration structures that apply to the Executive Directors already
also apply further in the global organisation. Highlights of our approach
to workforce pay include:
• Our commitment to the Global Living Wage – In 2021 Croda
established a Living Wage in each of the countries in which it
operates and ensured that all employees receive this as a
minimum. We are now working with the Fair Wage Network to
gain accreditation for our work in this area and to ensure our
progress stands up to external scrutiny.
• Sharing success across the business via our Free Share
Plan and other all-employee plans – Launched in 2021, under
the Free Share Plan all employees globally who are not eligible for
the senior annual Bonus Plan are gifted Croda shares (or the cash
equivalent) if the senior annual Bonus Plan pays out. In May 2022,
all eligible employees (c.5,150 in total) were gifted 10 Croda shares
(or the cash equivalent) which at the time of the award amounted
to a value of £761.
104
Croda International Plc Annual Report and Accounts 2022
Around 81% of our UK workforce and 56% globally participate in
share plans operated by the Company and therefore benefit from
the rewards enjoyed by all shareholders.
• Our CARE defined benefit pension – This applies across our
entire UK workforce and is a generous and inclusive benefit.
Under the CARE pension scheme the Company bears all of the
investment risk and the security for our workforce is an important
part of our ‘One Croda’ culture. In 2022 we were due to implement
planned increases to employee contributions but in light of the
cost-of-living crisis these increases were not implemented. Croda
now pays an average contribution of 28% of salary per employee
to fund the scheme.
More recently and in direct response to the cost-of-living crisis
initiatives have focused on:
• Enhanced health and wellbeing benefits for all UK
employees – In response to the cost-of-living crisis and concerns
about accessing health care we have extended private health care
through BUPA to all our UK employees and their families and now
offer three-year private medical assessments to all UK employees.
• Cost-of-living actions across Croda businesses – We have
implemented a range of actions across the business to help
address the cost-of-living crisis including one-off payments,
improved benefits and mid-cycle annual increases. For example,
in the US, we have given all employees a one-off $1,500 bonus,
which has favoured employees on lower salaries. Elsewhere, at the
beginning of 2022, we made an ‘across the board’ 5% increase
for the entire UK workforce.
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 500 employees participate in the senior annual Bonus
Plan and 70 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.
Our policy review extended to a wider review of our management
incentives, taking into account our strategic objective of a pure play
Consumer Care and Life Sciences business. As a result of our wider
review, bonus potential for other employees, who are members of
bonus plans, will also be increased in 2023.
Workforce engagement
Through our regular Purpose and Sustainability Commitment (PSC)
survey we ask employees about their views on a range of topics.
As part of the March 2022 survey, employees were asked how they
feel they are valued and rewarded at Croda and the findings of this
were presented to the Remuneration Committee as part of the
information considered for the policy review.
Overall employees felt valued by Croda and appreciated the work
we have done to extend flexible working, however, there was
concern about the fairness of the overall reward package.
In response, as described above, consistent with our proposals for
Executive Directors, we have also increased the maximum annual
bonus opportunity for employees. We have also stepped-up salary
benchmarking locally to ensure we continue to provide a competitive
package to our global workforce.
In addition, myself and other members of the Board meet regularly
with employees to discuss a range of issues including reward and
we have a dedicated email address where employees can email me
directly about any questions or concerns, they may have in relation
to their own or Executive reward.
Remuneration out-turn for 2022
2022 was a record year for Croda exceeding £2 billion of sales and
£500 million of adjusted operating profit. This was driven by the
strength of our operating model, which enabled continued recovery
of unprecedented cost inflation, and the ongoing successful
implementation of our strategy.
Consumer Care achieved record sales up 18% and saw expanded
sales of our sustainable technologies, increased geographic coverage
in fragrances and continued profit growth. The increasing depth and
diversity of our Life Sciences portfolio delivered 19% sales growth
with a strong result in Crop Protection, whilst Pharma built on an
exceptional 2021 performance and is developing an extensive
pipeline of non-COVID applications.
Bonusable Profit, which includes profit from our divested PTIC
business but with the base year adjusted to ensure like-for-like
comparison and adjustment for the lipid system sales for our
principal COVID-19 vaccine contract, exceeded the outcome for
2021 and the maximum pay-out target. Reassuringly the maximum
pay-out target would have been met even if PTIC profits had been
excluded from the calculations. The Committee used the Discretion
Framework to satisfy itself that this performance was robust 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 TSR
was also strong and reflected the long-term growth trajectory of
the business. 2022 was the year in which PSP grants made in 2020
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 45.4%, 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 47.5% which resulted in a 100% vesting of this part of
the award. EPS was adjusted for the divestment of the majority of
the PTIC business. The outcome was not impacted by this adjustment.
NPP growth also met the stretching vesting target, growing by 2.24
times non-NPP sales over the period, and therefore full vesting will
be achieved for this target, worth 20% of the overall award. 2020
was the first year in which we introduced sustainability targets both
relating to our Climate Positive ambitions; including the development
of decarbonisation roadmaps and scope 1 and 2 emissions
reductions. Both targets were met, and vesting will be at maximum
for these targets.
The Committee considered this, the EVA underpin, and a range of
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 100% of the
total award was agreed.
Transition of Chief Financial Officer
Jez Maiden will retire as Group Finance Director of Croda in 2023
and will be succeeded by Louisa Burdett as Chief Financial Officer.
Louisa Burdett was appointed on a salary of £520,000 and will
participate in both the senior annual Bonus Plan and PSP on the
same basis as Jez Maiden. There was no sign-on bonus or buy-out.
Remuneration arrangements for Jez Maiden on his retirement were
managed in line with the Remuneration Policy. As he was never a
member of the Croda Pension Scheme no pension is payable.
Further details are provided within this Report.
Salaries for 2023
For 2023 there will be a general increase for our UK employees of 7%.
In addition a one-off supplement payment of £1,500 will be paid in two
instalments in January and June 2023 to help address energy prices.
The payment of a non-consolidated fixed amount has favoured
employees on lower salaries. Overall, the budget for salary increases
for all UK employees has increased by over 9%.
Recognising advice from our shareholders for restraint regarding
Executive pay, our Executive Directors will receive an increase in
salary of 4% and will not receive the one-off supplement. This
increase will not apply to our newly appointed CFO who is not eligible
to receive an increase until January 2024. Increases awarded to our
Executive Committee are also below that of the UK workforce.
A review of the Chair fees was also undertaken and, reflecting similar
principles to those applied to our Executive Directors whilst also
recognising the continuing high time commitment, an increase of
4% was awarded.
Looking ahead
The proposed changes to our Remuneration Policy will be voted on
by our shareholders at our 2023 AGM. As stated above we have
listened to the views of our many shareholders through consultation
and are hopeful they are able to support our proposals.
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.
Jacqui Ferguson, Remuneration Committee Chair
Croda International Plc Annual Report and Accounts 2022
105
Governance Remuneration Report continued
B. Remuneration at a glance
How we performed in 2022 – record sales and profit performance
Adjusted operating profit
Adjusted basic EPS
NPP (constant currency)
Total Shareholder Return
+9.9% to
£515.1m
+8.8% to
272.0p
34.7%
of Group sales
45.4%
over the three-year PSP
performance period (1 January
2020 to 31 December 2022)
Single figure remuneration:
Salary
Benefits
Pension
Annual bonus
LTIPs
Other
Steve Foots
(total £4,084,846)
Jez Maiden
(total £2,376,736)
0%
20%
40%
60%
80%
100%
Operation of our policy in 2022
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
Group
Chief
Executive
(CEO)
Group
Finance
Director
(GFD)
• Pay rise of 5% awarded to Executive Directors at the start of 2022.
£716,457
£494,108
• General pay increase of 5% awarded to the wider UK workforce.
Bonusable Profit
(see page 111 for definition of Bonusable Profit)
Threshold
Maximum
Actual
2021 actual
2021 actual plus 10%
2021 actual plus 11.7%
100% of maximum bonus paid
£1,074,686
£617,635
Of which
£358,229
is deferred
Of which
£205,878
is deferred
Deferred
element
of bonus
N/A
Compulsory deferral of
one third of bonus into
shares with three-year
holding period to
align with long-term
business performance.
106
Croda International Plc Annual Report and Accounts 2022
PSP
Incentivise execution
of the business
strategy over the
long-term measuring
profit, shareholder
value, innovation and
sustainability.
Vesting of the 2020 PSP award
£2,124,893
£1,139,772
EPS1 (35%)
TSR (35%)
Threshold
5%
Median
Maximum
Actual % payout
11%
15.8% 100%
Upper Quartile
(UQ)
94.4
percentile
Above UQ
100%
NPP2 (20%)
Sustainability
metric 1
(5%)
NPP sales growth to be at least twice
non-NPP sales.
Development of decarbonisation
roadmaps3, covering all Scope 1 and 2
emissions. The achievement of this target in
full would be a 5% pay-out with a 2.5%
pay-out for a better than 95% achievement.
2.24x
100%
100%
All
roadmaps
completed
39,335
tonnes
100%
Sustainability
metric 2
(5%)
Measurable reductions in Scope 1 & 2
emissions. Target of 30,000 tonnes
against adjusted 2018 baseline of
232,000 tonnes. Following the discovery
of a calculation error the 2018 baseline
was reduced to 208,3284 tonnes, the
target remained at 30,000 tonnes
(making it harder to achieve).
Achievement for target in full is 5%
pay-out with a 2.5% pay-out for a
better than 75% achievement.
EVA underpin – In relation to the EVA underpin which applied across the
whole award, EVA in the final year of the performance period exceeded EVA
in the year prior to the start of the performance period and therefore no
adjustment was required.
Total payout – 100%
1. EPS growth p.a. is calculated on a simple average basis over the three-year period.
The calculation of the EPS growth has been adjusted for the divestment of the majority
of the PTIC business. The mechanics of the adjustments were independently
recalculated by KPMG under agreed-upon procedures standard (ISRS 4400) (advice
delivered to the Company and not constituting assurance or an opinion). The outcome
was not impacted by this adjustment.
2. Subject to a minimum average of 3% growth per year and overall positive Group
profit growth.
3. Decarbonisation Roadmap: A plan for a site, charting emissions reduction through for
example, maximising use of renewable energy, novel process technologies and energy
efficiency measures. The quality assessment process was validated externally by
Accenture who also performed sampling to validate the outcome assessments.
4. The revised 2018 baseline has been independently verified by Carbon Smart, as has
the breakdown of emissions per site. Adjustments have been made for acquisitions
and the divestment of our PTIC business.
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
2022, cash allowance
of up to 20% of
salary, in line with the
UK workforce.
Share ownership
guideline to ensure
material personal
stake in business.
N/A
£143,291
£98,822
• CEO – 225% of salary
• GFD – 175% of salary
>225%
of salary
>175%
of salary
The single figure remuneration also includes all benefits. For a full breakdown of the Executive Directors' remuneration for 2022 please see page 130.
Croda International Plc Annual Report and Accounts 2022
107
Governance Remuneration Report continued
C. Proposed Remuneration Policy
1) Overview of the new Remuneration Policy including
Executive Directors’ remuneration for the year ending
31 December 2023
Our proposed Remuneration Policy will be presented to shareholders
at the 2023 AGM and is intended to operate for three years until the
AGM in 2026.
In reviewing the Policy, the Committee has considered the following
principal objectives to:
• Achieve the closest possible alignment with the Company’s
evolving strategy to become a pure play Consumer Care and
Life Sciences business;
• Support the Company’s ambition to be a purpose led organisation
focused on Smart science to improve lives™ and an industry
leader in sustainability;
• 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; and
• Disclose the Policy in an open and transparent way.
The evolution in the Group’s strategy, following the divestment of
the PTIC businesses, and the increased size and complexity of the
business was a key focus for the Committee when considering
changes to the Remuneration Policy. In advance of finalising the
proposals an extensive shareholder consultation exercise was
undertaken, as described in the letter from the Remuneration
Committee Chair. Feedback received as part of this process
resulted in modifications to proposals.
The Committee’s method of operation will be flexible and dynamic
taking account of external changes and business performance.
Main changes to the Remuneration Policy
It is proposed to make changes to the Policy and application of the
Policy in five key areas:
1. Against the background of strong business performance,
increased complexity and evolving talent needs, we are proposing
an increase to the maximum annual bonus of 25% of base salary
and an increase to the maximum PSP also of 25% of base salary.
2. Increasing shareholding guidelines in line with the increased PSP
opportunity and extending post-employment shareholding
requirements to apply in full over the two years, rather than on a
tapered basis during this period.
3. Increasing the maximum annual bonus headroom to 200% of base
salary to provide some additional flexibility but only in exceptional
circumstances of recruitment.
4. Introduction of an ESG metric into the senior annual Bonus Plan to
align with our strategy to be industry leaders in sustainability.
108
Croda International Plc Annual Report and Accounts 2022
5. Introduction of additional flexibility into the senior annual Bonus
Plan target setting framework taking into account the potential for
increased volatility in profits which may arise from time to time
(e.g. profit from our lipid system sales for our principal COVID-19
vaccine contract).
The remainder of this section provides the context and details to
these changes.
1. For both Executive Directors, an increase to the
maximum annual bonus of 25% of base salary and an
increase to the maximum PSP of 25% of base salary.
Over the last three years Croda’s market capitalisation has increased
from c.£6.6bn to c.£9.2bn, creating c.£2.6bn of value for
shareholders, and we are now a FTSE 50 company. We have also
become an increasingly complex and international business. Against
that background we are proposing increases to our incentives.
While our approach to remuneration has never been driven by
benchmarking, our view is that this proposed increase in incentive
opportunity is aligned to shareholder interests to support the next
phase of the Group’s strategic development.
Annual bonus
PSP
CEO
CFO
CEO
CFO
Current
150%
125%
225%
175%
Proposed
175%
150%
250%
200%
The benchmarking, undertaken as part of the Remuneration Policy
review process, suggested that it was the annual bonus opportunity
in particular which has fallen significantly below market for a
company of our size and there was case for an increase to annual
bonus opportunity. However, we were keen to continue with an
incentive structure heavily weighted to the long-term. For this reason,
we are proposing that our annual bonus is increased relatively
modestly (+25% of base salary), but that PSP is also increased
(+25% of base salary). The resultant incentive levels continue to be
relatively conservative against the benchmarks.
2. Increasing shareholding guidelines in line with the
increased PSP opportunity and extending post-
employment shareholding requirements to apply in full
over the two years, rather than on a tapered basis
during this period.
Shareholding guidelines will continue to be set in line with ‘normal’
PSP awards; in line with the proposal above, levels for 2023 would
increase:
CEO
CFO
Current
shareholding
requirements
225%
175%
New
shareholding
requirements
250%
200%
We also propose to extend the post-employment shareholding
requirements, requiring Executive Directors to retain 100% of the
shareholding guideline for two years after leaving the Company.
3. Increasing the maximum annual bonus headroom
to 200% of base salary to provide some additional
flexibility but only in exceptional circumstances
of recruitment.
We are proposing additional annual bonus headroom (maximum
200% of salary) in the Policy which would only be permitted to be
used in exceptional circumstances of recruitment.
4. Introduction of an Environmental, Social, and
Governance (ESG) metric into the senior annual
Bonus Plan to align with our strategy to be industry
leaders in sustainability.
Currently our senior annual Bonus Plan is based 100% on profit
performance with no bonus payable until the previous year’s profit is
exceeded. Prior to the Remuneration Policy review we had received
feedback from some shareholders that they would like to see
additional measures introduced.
Following our review, we concluded that, given the increased
complexity of the business, as well as the proposed increase in annual
bonus levels, it would be appropriate to introduce another measure in
order to better reflect overall performance for all our stakeholders.
We are therefore introducing an ESG measure into the senior annual
Bonus Plan performance framework weighted at 10%. We anticipate
that the ESG measure will vary each year adapting to our evolving
priorities in this area. Our goal is to ensure that it has impact across
the organisation. Our senior annual Bonus Plan cascades through
our organisation (c.500 participants) and therefore we see this as
an opportunity to signal and drive forward ESG priorities. For example,
in future years we may include a target related to our climate
priorities where we see opportunities for a target to drive forward
a specific priority or initiative in a particular year.
In 2023, however, we will focus on safety which is identified as a
current strategic priority taking into account our evolving capacity
expansion. The proposed safety measure for 2023 is in relation to
the whole population of eligible employees, and the extent to which
the population:
1. Completes one specifically defined SHE leadership behaviour
objective.
2. Completes specified face to face (or virtual) safety training.
3. Completes and documents at least one safety focused visit and
conversation to demonstrate safety is a value through organisation
engagement and risk management.
Payment schedule to be 100% pay out if 98% of eligible employees
complete all three tasks and 50% pay out if 95% of eligible
employees complete all three tasks. For clarity this is not an individual
measure – if less than 95% of eligible employees complete the three
tasks no payment to any employee will be made. In addition, we
have also strengthened the safety underpin which applies to the
senior annual Bonus Plan. The strengthened safety underpin requires
the Committee to actively consider a number factors, including but
not limited to compliance with the requirements or minimum
standards set out in the Croda SHE Manual, any incidents resulting
in a fatality, serious injury or material environmental impact, and
progress during the year on SHE focus areas.
5. Introduction of additional flexibility into the senior
annual Bonus Plan target setting framework
Our senior annual Bonus Plan profit targets have been set using a
consistent and distinctive framework, focused on year-on-year
sustainable growth rather than a range around the annual budget,
and we intend to continue with this approach. However, we propose
to introduce additional flexibility into the target setting framework
taking into account the potential for increased volatility in profits
which may arise from time to time (e.g. profit from our lipid system
sales for our principal COVID-19 vaccine contract) to avoid
disincentivising over performance. In normal circumstances, we
will continue with an approach of setting bonus targets based on
pre-determined growth percentages on prior year performance.
However, in circumstances where the prior year profit is considered
to be unusually high, bonus targets for the following year will not
necessarily be set based on a simple formula of growth on prior year.
Nevertheless, in all cases, targets will be set at the beginning of the
year, in line with normal practice.
Other changes in implementation of the PSP
framework
No substantive changes are proposed to our PSP framework,
which will continue to be based on EPS, relative TSR and
sustainability performance. We are however proposing a number
of additional modifications:
ROIC underpin
A number of shareholders expressed a desire for a specific ROIC
metric in either the short or long-term incentive plans. Our Discretion
Framework does include ROIC, but taking onboard this feedback,
going forward we have included ROIC as a specific underpin in our
PSP. This will replace the previous EVA underpin.
Awards will be subject to a ROIC underpin such that vesting is
subject to satisfactory ROIC performance over the three-year
performance period, as determined by the Committee. In
determining whether the underpin has been met, the Committee
will consider a range of factors including, but not limited to, the
intended time horizons for returns on capital deployed, and the
achievement of Croda’s long-term ROIC objective which is
currently set at 2x cost of capital.
ROIC will also remain part of the Discretion Framework for the senior
annual Bonus Plan.
Croda International Plc Annual Report and Accounts 2022
109
Governance Remuneration Report continued
TSR comparator group
We have reviewed the bespoke comparator group against which
relative TSR is measured to better reflect the strategic focus of the
business following the divestment of the PTIC business.
The new comparator group more closely reflects Croda’s pure play
Consumer Care and Life Sciences ambitions and consists of Akzo
Nobel, Ashland, Avantor, BASF, Catalent, Chr. Hansen, Clariant,
Elementis, Evonik, Givaudan, IFF, Johnson Matthey, Kerry, DSM,
Lonza, Merck, Novozymes, Solvay, Symrise, Synthomer,
Tate & Lyle and Victrex.
NPP measure
Innovating sustainably is core to Croda’s success, and therefore our
established measure of innovation, New & Protected Products (NPP),
will be retained within the PSP. It is however proposed that this
measure is modified so that it is based on growth in NPP, rather than
growth relative to non-NPP sales:
Current NPP metric
Proposed NPP metric
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).
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 7% growth
per year (maximum vesting).
This modification has been made in order to simplify the NPP
measure, reflect the importance of our non-NPP sales, especially
those relating to sustainable products, and to reflect that the current
relative measure could penalise management for a strong
performance in non-NPP sales.
Other elements of PSP
EPS measure
Our EPS growth target will remain at 5% to 11% average growth
over a three-year period. This target aligns to our ambitious strategic
plan of consistent organic sales and margin growth and has
long-term inflation assumptions built in. The Remuneration
Committee retains discretion to adjust for the impact of acquisitions.
We target mid single digit organic growth in Consumer Care and
high single digit growth in Life Sciences, with underlying growth in
Industrial Specialties at GDP levels but offset by a gradual exit from
some supply agreements. With current margins maintained this
would deliver an EPS growth of broadly 5%. With margin
improvement targeted through better business mix and innovation,
this drives EPS growth higher. EPS growth of 11% would represent
over performance of our strategic plan. Overall, and in this
context, the Committee considered that the targets remained
proportional and stretching.
Sustainability measures
As an industry leader in sustainability, we will continue with
sustainability measures for our 2023 awards. For this year measures
will be aligned to our Climate and People Positive strategy:
• Climate Positive – Scope 3 emissions make up more than 85%
of Croda’s corporate emissions inventory and have the greatest
impact on the carbon footprint we pass on to customers through
our ingredients. Therefore to achieve the required emission
reductions, it is imperative that we move to target reductions to
our Scope 3 emissions. It is for this reason that our measure this
year is strongly aligned to the specific actions which will support
reducing our upstream Scope 3 emissions. Our target is based
on (i) completion of net zero roadmaps to 2050 for technology
platforms covering >90% of Scope 1, 2 and upstream Scope 3
emissions and (ii) completion of all actions arising from roadmaps
in the period to end 2025.
• People Positive – a target aimed at improving Croda’s Purpose
and Sustainability Commitment (PSC) score, a measure of Croda’s
intentional actions to create a positive environment in which
colleagues can successfully create sustainable innovation.
110
Croda International Plc Annual Report and Accounts 2022
Summary of Executive Directors’ remuneration for the year ending 31 December 2023
Key component Implementation in 2023
Basic salary
Executive Directors’ base salaries were reviewed during the final quarter of the financial year ended 31 December 2022.
Salaries for 2023 are as follows:
Steve Foots
Louisa Burdett
Jez Maiden
Commentary
Salary at
Jan 2023
£745,116
£520,000
£513,873
Salary at
Jan 2022
£716,457
N/A
£494,108
% Increase
4%
N/A
4%
• For 2023 there will be a general increase for our UK employees of 7%. In addition, a one-off supplement payment of £1,500 will be
paid in two instalments in January and June 2023 to help address energy prices. The payment of a non-consolidated fixed amount
has meant our employees on lower salaries have received a greater proportional benefit. Overall, the budget for cost-of-living
increases for all UK employees has increased by over 9%.
• Recognising advice from our shareholders for restraint with regard to Executive pay, our Executive Directors have received
an increase in salary of 4%. Increases awarded to our Executive Committee are also below that of the UK workforce.
Pension
20% of salary as pension supplement aligned to UK workforce.
Other benefits
Other benefits such as company cars or car allowances, fuel and travel allowances and health benefits are made available
to Executive Directors.
Performance-
related Annual
Bonus Plan
Steve Foots 175% of salary
Louisa Burdett 150% of salary
Jez Maiden* 150% of salary
The targets for the awards are set out below:
Performance measure
(weighting)
Threshold
Maximum
Bonusable Profit**
(90%)
ESG metric
(10%)
Equivalent to 2022 actual
2022 actual plus 10%
The proposed safety measure for 2023 is in relation to the whole population of eligible employees,
and the extent to which the population:
1. Completes one specifically defined SHE leadership behaviour objective.
2. Completes specified face to face (or virtual) safety training.
3. Completes and documents one safety focused visit and conversation to demonstrate safety is a
value through organisation engagement and risk management.
Payment schedule to be 100% pay-out if 98% of eligible employees complete all three tasks and
50% pay-out if 95% of eligible employees complete all three tasks. For clarity this is not an
individual measure – if less than 95% of eligible employees complete the three tasks no payment to
any employee will be made.
In line with the bonus plan rules Jez Maiden will receive a pro-rated bonus award.
*
** 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 2023 awards, and
consistent with last year, the calculation will be adjusted for the divestment of the majority of our PTIC business and the lipid system sales for
our principal COVID-19 vaccine contract.
Commentary
• Maximum award levels increased by 25ppts from last year.
• Introduction of an ESG metric into the senior annual Bonus Plan performance framework weighted at 10% alongside a
strengthened safety underpin. The ESG metric will vary each year adapting to our evolving priorities in this area.
• When determining bonus outcomes, the Committee applies the Discretion Framework which includes a range of factors,
see page 124.
• The Committee remains comfortable that the structure of 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.
• Malus and clawback provisions apply.
• One third of any bonus paid will be deferred into shares for a three-year period.
• Full retrospective disclosure of targets and actual performance against these will be made in next year’s Annual Report on
Remuneration.
• The Committee considers the targets set for 2023 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.
Croda International Plc Annual Report and Accounts 2022
111
Governance
Remuneration Report continued
Performance
Share Plan
Steve Foots 250% of salary
Louisa Burdett 200% of salary
The targets for the awards are set out below:
Performance measure (weighting)
Threshold vesting
Maximum vesting
EPS1 (35%)
TSR2 (35%)
NPP (15%)
5% p.a.
Median
11% p.a.
Upper quartile
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 7% growth per year (maximum vesting).
Sustainability
metrics (15%)
Climate Positive (7.5%) – completion of net zero roadmaps to 2050 for technology platforms covering
90% of our Scope 1, 2 and upstream Scope 3 emissions. In addition:
• All actions arising from the sector 2030 decarbonisation roadmap work with completion dates aligned
with the end of 2025 to be completed, and;
• Croda to have submitted and received formal approval from SBTi for its corporate net zero target, so
meeting the strict external criteria from SBTi, considered industry best practice.
Achievement of the above and roadmaps completed covering 90% of Croda’s GHG emissions would result
in maximum vesting.
Achievement of the above and roadmaps completed covering 75% of Croda’s GHG emissions would result
in a 50% vesting, with no vesting below this.
People Positive (7.5%) – a target aimed at improving Croda’s Purpose and Sustainability Commitment
(PSC) score, a measure of Croda’s intentional actions to create a positive environment in which colleagues
can successfully create sustainable innovation. Over the three-year performance period the target is an
increase in the PSC score by 8 percentage points over the 2022 baseline3, to achieve a Croda Employee
Satisfaction (ESAT) score of 4.0 (Good). This will be underpinned by a continued high response rate by
employees, set at 65% of global headcount4. Awards will be paid in the following defined ranges:
• Increase PSC score by 8ppts, and 65% response for max vesting
• Increase PSC score by 6ppts, and 65% response for 75% vesting
• Increase PSC score by 4ppts, and 65% response for 50% vesting
• Increase PSC score by 2ppts, and 65% response for 25% vesting, with no vesting below this.
Awards will be subject to a ROIC underpin such that vesting is subject to satisfactory ROIC performance over the three-year
performance period, as determined by the Committee. In determining whether the underpin has been met, the Committee
will consider a range of factors including, but not limited to, the intended time horizons for returns on capital deployed, and
the achievement of Croda’s long-term ROIC objective which is currently set at 2x cost of capital.
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. The
calculation of base EPS for EPS growth has been adjusted for
the divestment of the majority of the PTIC business.
2. Updated TSR Group: Akzo Nobel, Ashland, Avantor, BASF, Catalent, Chr.
Hansen, Clariant, Elementis, Evonik, Givaudan, IFF, Johnson Matthey,
Kerry, DSM, Lonza, Merck, Novozymes, Solvay, Symrise, Synthomer, Tate
& Lyle and Victrex
3. The PSC score uses a 5 point scoring methodology. Croda’s PSC score
for 2022 was 68% or 3.5 with an average participation rate of 77%. An
increase in the PSC score of 8ppts would move the score to 75% or 4.
4. The number of responses to the survey also matters, and therefore, an
underpin for vesting to occur is set at 65% of global headcount having
responded to the survey. Global headcount to be calculated based on
the in-quarter figures at the point that a survey is first deployed and
should aim to include any new acquisitions, with discretion given for initial
integration period into organisation defined as 12 months.
Commentary
• Maximum award levels have increased by
25ppts from last year.
• Jez Maiden will not receive an award in 2023
due to his planned retirement.
• 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.
• ROIC underpin replaces the EVA underpin.
• When assessing outcomes, the Committee applies the Discretion
• Performance period 1 January 2023 to
31 December 2025.
• An additional two-year holding period will apply
for any shares vesting.
Framework which considers, for example, the management of EVA
and ROIC, health and safety and sales growth and may adjust awards
if it considers appropriate.
• Malus and clawback provisions apply.
112
Croda International Plc Annual Report and Accounts 2022
2) Remuneration Policy for shareholder approval
(proposed Remuneration Policy in full)
This section sets out our Remuneration Policy for 2023 to 2026
which will be subject to shareholder approval at the 2023 Annual
General Meeting (AGM).
Croda’s proposed Remuneration Policy will be presented to
shareholders at the Company’s 2023 AGM on 26 April 2023 and if
approved will take effect from the date of the AGM. It would be
intended to operate until its expiration at the Company’s 2026 AGM.
The Policy was developed over the course of 2022 and early 2023.
The Committee undertook a thorough review of arrangements with
a particular focus on alignment to Croda’s forward strategy and
aspirations. Input was received from the Chair and management
while ensuring that conflicts of interest were suitably mitigated.
The Committee also considered carefully corporate governance
developments. Input was provided by the Committee’s appointed
independent advisers throughout the process.
Extensive shareholder consultation was undertaken during the second
half of the year in good time for shareholder input to feed into the
finalisation of proposals in early 2023.
The main changes to the Policy, as detailed on pages
108 & 109, are:
• Increased incentives in both normal PSP awards and the senior
annual Bonus Plan for Executive Directors, an increase to the
maximum annual bonus of 25% of base salary and an increase
to the maximum PSP of 25% of base salary.
• Increased shareholding guidelines in line with the increased PSP
opportunity.
• Extension of post-employment shareholding requirements to apply
in full over the two years, rather than on a tapered basis during this
period.
• Increased the maximum annual bonus headroom to 200% of base
salary to provide some additional flexibility but only in exceptional
circumstances of recruitment.
• Changes to facilitate the introduction of sustainability metrics into
the senior annual Bonus Plan.
Remuneration Policy table
The table below sets out the main components of Croda’s Remuneration Policy for Executive Directors:
Operation
Basic salary – to assist in the recruitment and retention of high-calibre Executives
Maximum opportunity
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:
• 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 relevant sector
and pan-sector companies of a
comparable size and complexity.
• Salaries may be increased each
• The Committee considers individual salaries taking due
account of the relevant factors set out in this Policy, which
includes individual performance.
year in percentage of salary terms.
• 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.
Croda International Plc Annual Report and Accounts 2022
113
Governance Remuneration Report continued
Operation
Benefits – to provide competitive benefits to act as a retention mechanism and reward service
Maximum opportunity
Framework used to assess performance
and for the recovery of sums paid
• 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, life
assurance and other insured
benefits
• Other ancillary benefits, including
travel reimbursement, 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.
Performance-related senior annual Bonus Plan – to incentivise and reward delivery of the Group’s key annual objectives
and to contribute to longer-term alignment with shareholders
The senior annual Bonus Plan
provides for payment of an annual
bonus to Executive Directors and
other senior employees of the Group,
subject to certain performance
conditions.
Group Chief Executive:
175% of salary.
Other Executive Director:
150% of salary.
In exceptional circumstances, and
only in connection with recruitment,
annual awards may be made up to
200% of salary. This maximum does
not apply to the incumbent Executive
Directors at the time the Policy is
approved.
Normally one third of any bonus
payable 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.
• The majority of the bonus will typically be based on
challenging financial targets set in line with the Group’s KPIs
(for example profit growth targets).
• For a minority of the bonus, targets related to other Group
measures, such as sustainability, may be included where this
is considered appropriate by the Committee.
• For a profit measure, bonus normally starts to accrue once
the threshold target is met, from 0% payable rising on a
graduated scale to 100% for outperformance. Were an
additional financial KPI metric to be introduced, the amount
payable for threshold performance would not exceed 25% of
maximum.
• In relation to any sustainability measure, the structure of
the target will vary based on the nature of the target set.
• 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 (including
potentially reducing to zero) 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, an error in assessing
the performance conditions, 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.
114
Croda International Plc Annual Report and Accounts 2022
Operation
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
Maximum opportunity
Framework used to assess performance
and for the recovery of sums paid
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:
• Group Chief Executive:
250% of salary.
• Other Executive Director:
200% of salary.
In exceptional circumstances (e.g.
recruitment), awards may be granted
up to 300% of salary (e.g. to
compensate for value forfeited from a
previous employer).
• Granted subject to a blend of challenging financial (e.g. EPS),
shareholder return (e.g. relative TSR) and strategic targets
(e.g. sustainability). The performance targets may also include
an additional underpin (e.g. a ROIC underpin).
• Targets will normally be tested over three years.
• In relation to financial targets (e.g. 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 (e.g. 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 (including potentially
reducing to zero) 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, an error in assessing
the performance conditions, 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.
Croda International Plc Annual Report and Accounts 2022
115
Governance Remuneration Report continued
Operation
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
Maximum opportunity
Framework used to assess performance
and for the recovery of sums paid
• 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 opportunity available to
Executive Directors 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, or where an
Executive Director is located overseas,
the Committee retains the discretion
to allow Executive Directors to
participate in all-employee share plans
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.
In the event an Executive Director is
located overseas, the Committee
retains the discretion to offer pension
benefits in line with local practice.
Only basic salary is pensionable.
• In line with current pension benefits
None.
provided to all UK employees,
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.
• Pension benefits for an overseas
Executive Director would be aligned
with workforce rates.
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.
116
Croda International Plc Annual Report and Accounts 2022
Senior annual Bonus Plan and Long-Term
Incentive Policy
The Committee will operate the senior annual Bonus Plan, DBSP,
PSP and all-employee plans according to their respective rules and
in accordance with the Listing Rules and HMRC rules where relevant.
The Committee retains discretion, consistent with market practice,
in a number of regards to the operation and administration of these
plans. These include the following:
• Who participates in the plans
• The timing of grant of award and/or payment
• The size of an award and/or payment
• The determination of vesting
Choice of performance measures and
approach to target setting
Under the senior annual Bonus Plan, an underlying profit-based
objective such as profit growth will be used as the primary
performance metric. Such a measure will be used as it aligns to
growth in underlying profitability of the Group. The current profit-based
measure also incentivises the efficient use of working capital.
Sustainability metrics align with our strategy to be industry leaders in
sustainability. Other metrics may be used in the future where it is
considered that they provide clear alignment with the evolving
strategy of the Group.
In terms of long-term performance targets, PSP awards vest subject to:
• Dealing with a change of control (e.g. the timing and basis of testing
performance targets), restructuring, or other corporate event
• Determination of a good/bad leaver for incentive plan purposes based
on the rules of each plan and the appropriate treatment chosen
• Adjustments required in certain circumstances (e.g. rights issues,
corporate restructuring and special dividends)
• The annual review of performance conditions for the senior annual
Bonus Plan and PSP
• For DBSP, the extension of the length of the deferral period.
• financial targets (e.g. EPS growth) that are informed by the Group’s
long-term financial ambitions (e.g. long-term targeted earnings
growth);
• shareholder return targets (e.g. relative TSR) which provide clear
alignment of interests between shareholders and Executives; and
• strategic targets (e.g. New and Protected Products (NPP) and
sustainability targets) that align to our long-term strategic ambitions
(e.g. commitment to being sustainability leaders, and to grow
through innovation).
All discretions available under share plan rules will be available under
this Policy, except where explicitly limited under this Policy.
The Committee retains the ability to adjust the targets and/or set
different measures and alter weightings for the senior annual Bonus
Plan and for the PSP if events occur (e.g. material divestment of a
Group business or changes to accounting standards) which cause it
to determine that an adjustment or amendment is appropriate so that
the conditions achieve their original purpose.
The Committee may make minor amendments to the Remuneration
Policy to aid its operation or implementation without seeking
shareholder approvals (e.g. for regulatory, exchange control, tax or
administrative purposes or to take account of a change in legislation).
The Committee reserves the right to make any remuneration payments
and/or payments for loss of office (including exercising any discretions
available to it in connection with such payments) notwithstanding that
they are not in line with the policy set out above where the terms of
the payment were agreed (i) before the 2014 AGM (the date the
Company’s first shareholder-approved Directors’ Remuneration Policy
came into effect); (ii) before this Policy came into effect, provided that
the terms of the payment were consistent with the shareholder-
approved Directors’ Remuneration Policy in force at the time they
were agreed; or (iii) at a time when the relevant individual was not a
Director of the Company and, in the opinion of the Committee, the
payment was not in consideration for the individual becoming a
Director of the Company. For these purposes ‘payments’ includes the
Committee satisfying awards of variable remuneration and, in relation
to an award over shares, the terms of the payment are ‘agreed’ at the
time the award is granted.
The Committee retains the discretion to adjust both the measures and
weightings (including to 0%) for each PSP award, subject to the broad
framework in the Policy table above.
Financial and shareholder return targets (e.g. profit growth for the senior
annual Bonus Plan and EPS growth and relative TSR for the PSP) are
set based on sliding scales that take account of internal planning and
external market expectations for the Group. In relation to strategic
targets or underpin targets, the structure of the target will vary based
on the nature of the target set. Targets and underpins may be set which
provide for Committee judgement in assessing the extent to which they
have been met.
In addition, prior to the determination of final outcomes, the
Committee will apply its Discretion Framework to enhance the rigour
and consistency of any payments and to ensure they truly align to
overall Group performance and the wider stakeholder experience.
While the Committee anticipates that any such discretion would
normally result in a reduction, the Committee reserves the right to
make an upwards adjustment if considered appropriate.
Only modest rewards are available for delivering threshold performance
levels with maximum rewards requiring substantial out-performance
of the challenging plans approved at the start of each year. The
Committee may reduce (but not increase) the percentage of an award
that is capable of vesting for threshold performance set out in the
Remuneration Policy table.
Croda International Plc Annual Report and Accounts 2022
117
Governance Remuneration Report continued
Remuneration scenarios for Executive Directors
5000
4000
3000
2000
1000
0
£5,015
18.6%
£4,083
45.6%
37.1%
31.9%
26.0%
£2,733
42.6%
23.9%
Share price growth
Long-Term Share Awards
Annual Bonus
Fixed
£3,032
17.2%
£2,512
41.4%
34.3%
£1,732
37.5%
33.5%
22.4%
18.3%
100%
39.9%
27.5%
22.8%
£692
22.5%
31.1%
25.7%
£917
100%
Below
threshold
Target
Maximum Maximum
plus 50%
share price
growth
Below
threshold
Target
Maximum Maximum
plus 50%
share price
growth
Group Chief Executive
Chief Financial Officer
Assumptions:
• Below threshold = fixed pay only (base salary, benefits
and pension)
• On-target = 50% payable of the 2023 annual bonus and 62.5%
vesting of the 2023 PSP awards
• Maximum = 100% payable of the 2023 annual bonus, 100%
vesting of the 2023 PSP awards
• Maximum plus 50% share price growth = as per maximum but
including 50% share price growth of the PSP award
Salary levels (on which elements of the package are calculated) are
based on those applying on 1 January 2023. The value of taxable
benefits is based on an estimate of the cost of supplying those
benefits for the year ended 31 December 2023. Pension is 20% of
salary. The Executive Directors can participate in the all-employee
share plans on the same basis as other employees. The value that
may be received from participating in these schemes has been
excluded from the graph above.
118
Croda International Plc Annual Report and Accounts 2022
Recruitment and Promotion Policy
For Executive Director recruitment and/or promotion situations, the Committee will follow the guidelines below:
Remuneration element Policy
Base salary
Base salary levels will be set in accordance with the Group’s Remuneration Policy, taking into account the
experience and calibre of the individual. 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 the individual’s performance. Above market
salaries may also be offered if the experience and calibre of the candidate is considered to justify such an
approach being taken by the Committee.
Benefits
Pension
Annual bonus
Long-term incentives
Buy-out awards
Benefits in accordance with the Remuneration Policy table. In addition, where necessary, the Committee may
approve the payment of additional benefits to facilitate recruitment (e.g. relocation expenses).
Pension in accordance with the current policy. For an internal promotion, any legacy defined benefit pension
arrangements would be considered on a case by case basis.
The annual bonus would operate in accordance with the current policy, with a maximum opportunity no greater
than the 200% of salary exceptional limit set out in the Policy table. For the first year the annual bonus would be
pro-rated for the period of employment as appropriate.
Share awards will be granted in accordance with the current policy in terms of maximum opportunity and
performance targets. An award may be made shortly after an appointment (subject to the Company not being
in a prohibited period). For an internal hire, existing awards would continue over their original vesting period
and remain subject to their terms as at the date of grant.
In the case of an external hire it may be necessary to buy-out incentive pay, benefit or other contractual
arrangements (including in relation to the forfeiture of such amounts on leaving the previous employer). Any such
buy-out would be provided for taking into account the form (cash or shares), timing and performance conditions
of the remuneration being forfeited. Replacement share awards, if used, will be granted using the Company’s
existing share plans within the limits detailed in the Remuneration Policy table. Awards may also be granted
outside of these schemes if necessary and as permitted under the Listing Rules.
Directors’ service contracts and payments for loss
of office
Executive Directors’ service contracts are permanent and terminable
by the Company on at least 12 months’ notice and by the Director
on at least six months’ notice, save on retirement where the Director
must give at least 12 months’ notice to the Company.
In respect of termination, the Committee’s policy is to deal with each
case on its merits, in accordance with the law and any further policy
adopted by the Committee at the time. In the event of early
termination, other than for cause, the relevant Director’s current
salary and contractual benefits would be taken into account in
calculating any liability of the Company.
The principal contractual benefits provided in addition to salary
are the provision of a car or car allowance, private fuel allowance,
pension, medical insurance, life assurance and, in the case of the
new CFO, a travel allowance. Annual bonuses and long-term
incentives are non-contractual and are dealt with in accordance
with the rules of the relevant schemes.
The Committee’s policy is for contracts to contain provisions
which enable the Company to terminate contracts at any time with
immediate effect. The Executive Director would be entitled to receive
compensation equivalent to up to 12 months’ salary plus the value
of their pension benefits (currently valued at 20% of basic salary)
and the value of other benefits, payable in a lump sum or in equal
monthly instalments over the full notice period or, if less, the remainder
of any notice period not yet completed. Such payments would
normally discontinue or reduce to the extent that alternative
employment is obtained.
An Executive Director’s service contract may be terminated without
notice for certain events such as gross misconduct. No payment or
compensation beyond sums accrued up to the date of termination
will be made if such an event occurs.
Payments may be made in respect of the Director’s legal and/or
professional advice fees in connection with their cessation of office
or employment and/or fees for outplacement assistance. Payments
may be made in respect of accrued but untaken holiday.
Croda International Plc Annual Report and Accounts 2022
119
Governance Remuneration Report continued
Other than in the event of a good leaver circumstance, at the
discretion of the Committee, no bonus may be payable unless the
individual remains employed and is not under notice at the payment
date. In the event that an individual does cease employment as a good
leaver, bonuses would become payable subject to performance
assessment, and pro-rata based on the number of complete calendar
days worked in the relevant year. A portion of any bonus payable will
normally be deferred into shares in line with normal policy. Good leaver
circumstances include circumstances such as death, injury, ill-health
or disability, redundancy, transfer or sale of the employing company or
business, retirement with the Company’s agreement or other
circumstances at the discretion of the Committee (reflecting the
circumstances that prevail at the time).
The treatment for DBSP awards previously granted to an Executive
Director will be determined based on the plan rules. DBSP awards
will normally subsist, except in the circumstance where an individual
is summarily dismissed. The default treatment is that deferred shares
will be delivered at the normal time, although the Committee may
permit the awards to vest earlier.
The treatment for PSP awards previously granted to an Executive
Director will be determined based on the plan rules. The default
treatment will be for outstanding awards to lapse on cessation of
employment. In relation to awards granted under the PSP, in certain
prescribed circumstances, such as death, injury, ill-health or
disability, redundancy, transfer or sale of the employing company or
business, retirement with the Company’s agreement or other
circumstances at the discretion of the Committee (reflecting the
circumstances that prevail at the time) ‘good leaver’ status applies. If
treated as a good leaver, awards will be eligible to vest subject to
performance conditions, which will be measured over the
performance period (unless the Committee permits the award to vest
at an earlier date) and will be reduced pro-rata (unless the Committee
considers it appropriate not to do so) to reflect the proportion of the
period between grant and normal vesting date actually served.
Treatment of shares awarded under HMRC all-employee plans or
equivalent will be in line with the share plan rules.
Treatment of incentive awards in the event of a change of control
or similar corporate event will be in line with the relevant plan rules.
Shareholding guidelines
The Committee operates share ownership guidelines which apply to
all Executive Directors and the Group Executive Committee. The
Group Chief Executive is subject to a share ownership guideline of
250% of salary and the other Executive Directors to 200% of salary.
It is expected that the guideline will be met within a five-year time
period from its adoption (or date of joining for new appointments)
through a combination of share purchases and the retention of
incentive shares. On the exercise of Sharesave options or the vesting
of awards from the Company’s long-term incentive plans, Executives
are required to retain shares awarded representing 50% of the net of
tax gain until the ownership target is met or exceeded. The
Committee retains discretion to determine shares which count
towards the share ownership guidelines.
Executive Directors will also normally be required to retain a
shareholding for two years after leaving the Company. They will be
required to retain 100% of their shareholding guideline (or the actual
shareholding of relevant shares on leaving, if lower) for two years
after leaving employment. This policy will apply only to awards that
vest in 2020 and beyond. The Committee has the discretion to waive
this requirement in certain circumstances (e.g. compassionate
circumstances). Jez Maiden is due to step down from the Board at
the Annual General Meeting on 26 April 2023 and retire on 31 May
2023. Following his departure he will be subject to the previous
tapered two-year share retention requirements in the 2020 Policy.
External appointments
Executive Directors may accept external non-executive appointments
with the prior approval of the Board. It is normal practice for
Executive Directors to retain fees provided for non-executive director
appointments.
Non-Executive Directors’ letters of appointment
The Chair and Non-Executive Directors have letters of appointment for
an initial fixed term of three years subject to earlier termination by either
party on written notice. In each case, this term can be extended by
mutual agreement. Non-Executive Directors have no entitlement to
contractual termination payments. While not anticipated, the Policy
allows flexibility to pay a notice payment if considered appropriate. The
dates of the initial appointments of the Non-Executive Directors are set
out in the Annual Report on Remuneration.
120
Croda International Plc Annual Report and Accounts 2022
Non-Executive Directors’ fees
The policy on Non-Executive Directors’ fees is:
Framework
used to assess
performance and
for the recovery
of sums paid
Maximum
opportunity
Operation
To provide a competitive fee which will attract those high calibre individuals who, through their experience, can further
the interests of the Group through their stewardship and contribution to strategic development
None.
Fee levels are set by reference to the expected time commitments and responsibilities, and
are periodically benchmarked against relevant market comparators, as appropriate,
reflecting the size and nature of the role.
The Chair and Non-Executive Directors are paid an annual fee and do not participate in any
of the Company’s incentive arrangements or receive any pension provision. The Policy
provides flexibility for a portion of fees to be delivered as shares.
The Non-Executive Directors receive a basic Board fee, with additional fees payable for
chairmanship of the Company’s key Committees and for performing the Senior
Independent Director role.
Additional fees may be payable for other additional responsibilities.
All Non-Executive Directors are reimbursed for travel and related business expenses
reasonably incurred in performing their duties (and associated tax on these expenses).
The Chair’s fee is determined by the Committee (during which the Chair has no part in
discussions) and recommended by them to the Board. The Non-Executive Directors’ fees
are determined by the Chair and the Executive Directors.
Fee levels will be eligible
for increases during the
period that the
Remuneration
Policy operates to
ensure they continue to
appropriately recognise
the time commitment of
the role, increases to
fee levels for Non-
Executive Directors in
general and fee levels in
companies of a similar
size and complexity.
How the Executive Directors’ Remuneration Policy
relates to the wider Group
The Executive Directors’ Remuneration Policy provides an overview
of the structure that operates for the Group Executive Directors and
those senior Executives forming the Group Executive Committee
(noting, however, that there are some differences in PSP participation
and application of holding periods and shareholding requirement,
within this group).
The Committee is made aware of pay structures across the Group
when setting the Remuneration Policy for Executive Directors. The
key difference is that, overall, the Remuneration Policy for Executive
Directors is more heavily weighted towards variable pay and share
ownership, than for other employees.
Base salaries are operated under the same policy as detailed in the
Remuneration Policy table with any comparator groups used as a
reference point, being country and/or industry specific. The
Committee considers the general basic salary increase for the
broader Group and, in particular the UK-based employees when
determining the annual salary review for the Executive Directors. The
performance related bonus scheme operates on a tiered basis from
175% of salary down to 22% of salary across the most senior global
grades. Outside of the most senior tiers of Executives, the PSP is not
operated as this arrangement is reserved for those anticipated as
having the greatest potential to influence Group level performance.
However, the Committee believes in wider employee share ownership
and promotes this through the operation of the HMRC tax approved
all-employee share schemes which are open to all UK employees.
Other similar share schemes are offered in other jurisdictions where
local securities laws allow.
Executive Director pensions are aligned with the UK workforce and
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.
The UK workforce defined benefit pension plan is a generous and
inclusive benefit for our UK workforce.
How the views of employees are taken into account
The Group has a diverse workforce operating globally in 39 different
countries, with various local pay practices. The President Human
Resources updates the Committee periodically on feedback received
on remuneration practices across the Group. In developing this
Remuneration Policy, the Committee devoted time at the outset in
considering the principles which apply to remuneration across the
workforce. This included consideration of the ‘One Croda’ culture,
as well as Croda’s values and purpose. While the views of the global
workforce were not explicitly sought during the process, alignment
across the workforce was a key theme of the review.
How the views of shareholders are taken into account
In developing this Remuneration Policy, the Committee undertook an
extensive shareholder consultation exercise, and the Chair of the
Committee met with key shareholders to discuss the principles for the
review and initial proposals. The Committee also considered emerging
shareholder views in key governance areas. Feedback received during
the consultation period was taken into account when developing the
final Remuneration Policy and modifications were made to the
proposed Policy. An overview of the shareholder consultation process
is outlined on pages 102 & 103 of the 2022 Annual Report.
Croda International Plc Annual Report and Accounts 2022
121
Governance Remuneration Report continued
D. Report of the Remuneration Committee for the year ended
31 December 2022
Contents
1. How our reward strategy aligns to and
supports the delivery of our business
strategy
2. How our Remuneration Policy reflects
the UK Corporate Governance Code
• Our Discretion Framework
3. Reward in the wider employee context
5. Promoting diversity & inclusion
6. Other disclosures
• UK gender pay gap
• UK CEO pay ratio
• Workforce engagement
• How our Remuneration Policy relates to
reward in the wider employee context
4. Sharing success across the business
• Response to cost-of-living crisis
• Free Share Plan
• All-employee share plans
• Living Wage
• More than just pay
1. How our reward strategy aligns to and supports the
delivery of our business strategy
Over the last two years we have accelerated key elements of our
strategy to 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.
Element
of reward
Senior annual Bonus Plan
Link to strategy
Profit
Sustainability
Clear and simple measure that supports our
strategic objective of consistent bottom-line growth.
One third of awards are deferred, further protecting
shareholder value.
Sustainability is at the centre of Croda’s strategy
and therefore we have introduced for 2023 an ESG
metric within the senior annual Bonus Plan.
One third of awards are deferred, further protecting
shareholder value.
Performance Share Plan
Earnings per
share (EPS)
Total
Shareholder
Return (TSR)
New &
Protected
Products
(NPP)
Sustainability
A measure of earnings growth over a three-year
period recognising that sustained growth can only
come through relentless innovation.
Measured against our peers, a key indicator
of long-term growth and shareholder value.
An established measure of innovation, the metric is
growth of NPP, those products rewarding growth
that is driven by innovation.
Since 2020 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.
122
Croda International Plc Annual Report and Accounts 2022
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.
Sustainability
Innovation
Growth
Long-term
shareholder
value
Element
of reward
Financial
underpins
Culture
and ethics
Other features
Holding
periods
Link to strategy
Sustainability
Innovation
Growth
The financial underpins including ROIC 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.
Long-term
shareholder
value
2. 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 commitment to 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.
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.
Our senior annual Bonus Plan, in which around 500 of our global employees participate, is primarily based on a single profit
metric, with a simple key requirement that no bonus can be paid for this element 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 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.
Proportionality 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 metrics for all participants. Our PSP metrics, and from 2023 our senior annual Bonus Plan ESG metric, reflect our
commitment to sustainability. Pensions are also aligned across the workforce.
Croda International Plc Annual Report and Accounts 2022
123
Governance Remuneration Report continued
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 and conduct
Culture
Conduct
Health and safety
Systems and control
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
Compare with historical use of discretion
Does the outcome appear reasonable/fair, or should an adjustment be considered?
124
Croda International Plc Annual Report and Accounts 2022
3. Reward in the wider employee context
Workforce engagement
We continue to develop our approach to workforce engagement. We
believe it is important to our culture and our values to have an active
dialogue with employees on topics such as reward, recognition,
motivation, wellbeing, safety, and inclusion. Therefore, in 2022, we
have broadened our engagement by building on established
channels such as Pulse Surveys and the dedicated email for
employees to contact the Chair of the Committee. The Culture Pulse
Surveys engage across the organisation and create an opportunity to
gain feedback on the listening groups held during the year, including
those attended by the Chair of the Remuneration Committee. A
survey on reward and recognition, that included questions on
understanding total reward offered to employees, and whether
employees felt valued was undertaken in February 2022. A summary
of engagement activities undertaken to date is as follows:
Reward
principles
Employee
pulse surveys
Listening
groups
Dedicated
email to Chair
of Committee
Overview of
pay and policy
decisions
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.
In 2022 a number of pulse surveys covering a range of topics, including culture and reward, were undertaken and
findings were shared with the Board as well as management to help guide decisions.
During 2022 the Chair of the Board and other Non-Executive Directors attended listening groups to better understand
how employees were feeling on a range of different topics, including reward.
A dedicated email address has been established for employees to send comments or questions to the Chair of the
Remuneration Committee.
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 President Human Resources 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 on the
next page. 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.
Croda International Plc Annual Report and Accounts 2022
125
Governance Remuneration Report continued
Remuneration
element
Base pay
Annual bonus
Who participates?
Details
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.
Executive Directors, Executive
Committee, senior leaders and
senior managers
(c.500 employees globally)
We pay a ‘Living Wage’ globally.
Consistent senior annual Bonus Plan aligned to increase in annual profit and ESG
priorities.
Operates across the most senior global grades on a tiered basis from 175% of salary
to 22% of salary from 2023 onwards. Deferral applies for Executive Directors and
members of the Executive Committee.
All other employees
Local schemes apply in many locations.
Free Share Plan
Performance
Share Plan
All employees who do not
participate in the senior annual
Bonus Plan
(c.5,150 employees globally)
Executive Directors, Executive
Committee and senior leaders
(c.70 employees globally)
An award of free shares or the cash equivalent if the senior annual Bonus Plan pays
out. For 2022 this will be 10 shares or the cash equivalent.
Consistent PSP based on EPS, TSR and sustainability metrics, including NPP.
Operates across the most senior global grades on a tiered basis from 250% of salary
to 30% of salary from 2023 onwards.
Restricted
Share Plan (RSP)
Selected employees generally
not eligible for PSP
Discretionary awards can be granted annually to selected employees to reward
exemplary performance.
All-employee
share plans1
Pension
(UK only)2
Healthcare
(UK only)3
All employees
All employees
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.
From 2022 all UK based employees benefit from membership of Bupa private
healthcare provided free of charge for employees and subsidised for family members.
In addition, employees are provided with triennial health assessments also with Bupa.
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.
3. A range of health care benefits are also available in many of our locations globally.
4. 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.
Response to cost-of-living-crisis
In response to the cost-of-living crisis and concerns about accessing
health care, we extended private health care though Bupa to all our
UK employees, with the Company also contributing 50% towards the
cost of adding their families to the plan. As part of this provision, we
now offer triennial private medical assessments to all employees. In
addition one off payments were made to support UK employees with
increases to fuel costs.
In countries outside of the UK we also provided one off payments
and off cycle increases to support the cost of living crisis.
Free Share Plan
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 are 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 2022, all eligible
employees will receive 10 Croda shares (or the cash equivalent)
in May 2023 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 £684 (based on a share price
of £68.42 on 13 February 2023).
126
Croda International Plc Annual Report and Accounts 2022
All-employee share plans
Workforce participation in these plans has remained consistently
strong and is driven by our culture of employees feeling a strong
loyalty to the business.
More than just pay
Our employees and our culture remain central to the continued
success of Croda. We continue to enhance our range of other
workforce initiatives, including:
UK
Overseas
83%
84%
85%
84%
81%
59%
61%
63%
60%
56%
100
90
80
70
60
50
40
30
20
10
0
2018
2019
2020
2021
2022
Croda’s strong share price performance has led to the all-employee
share schemes being a strong benefit for employees.
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 2023, 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 reviewed our Living Wage levels in 2022 and made any
adjustments necessary in order to continue paying a Living Wage to
all employees. We are now working with the Fair Wage Network to
gain accreditation for our work and to ensure our progress stands up
to external scrutiny. In 2022 we also began the process of ensuring
all our regular contractors are paid a Living Wage and plan to achieve
this milestone by the end of 2023.
• 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 2022,
our employees undertook over 145,000 hours of training with the
average number of hours an employee completed being 26 hours.
• In 2021 we relaunched and redesigned our core company
development programmes for senior leaders and future leaders
with our values at their heart. 2022 was the first year many of
these programmes have been able to run and all programmes
have been positively received by employees.
• In 2021 we also launched an inclusion based global leadership
programme, Phoenix Rising. In 2022 this programme ran for a
second time with participants from all over the world. We also ran
a series of leadership webinars on diversity & inclusive leadership.
• We recorded over 150 wellbeing activities which took place in
2022 and we continued with Employee Assistance Programmes in
many of our countries. Each of our sites is tasked with ensuring at
least four health and wellbeing events are run per year, with many
sites running significantly more than this.
See pages 20 & 21 for further information on our culture including
details on how we approach the recruitment, development and
training of our workforce.
5. Promoting diversity & inclusion
Broad diversity, where different perspectives and experiences are
able to create valuable innovation that improve lives, is critical to our
long-term success as an innovative Company. We are committed to
ensuring an inclusive workplace where everyone is able to have a
successful and rewarding career.
Our D&I Roadmap has guided our work in 2022, with a focus on
raising awareness and reward and recognition. Our Global Diversity
and Inclusion Steering Committee and our regional and country-
based committees have continued to challenge the business in 2022
by raising awareness on a variety of topics, including disability,
transgender inclusion, and being an ally. They have also organised
activities to support Black History Month, Pride, and Ramadan.
As of December 2022, we continue to meet the requirements of the
Parker Review on ethnic diversity and have full gender balance on
the Board.
Croda International Plc Annual Report and Accounts 2022
127
Governance Remuneration Report continued
6. Other disclosures
UK gender pay gap
The table below shows a summary of the gender pay gap for UK employees of Croda Europe Ltd:
Mean pay gap
Median pay gap
Mean bonus gap
Median bonus gap*
2018
27.7%
23.1%
63.1%
33.3%
2019
27.1%
23.9%
67.1%
33.4%
2020
18.7%
19.2%
64.4%
0%
2021
17.7%
21.1%
62.6%
0%
2022
7.2%
15.7%
23.3%
29.9%
* 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 38%
(2021: 36%). We are also pleased to report that we have 59 (2021: 43)
women working as process operators across 14 of our sites globally.
Over 2022 42% of hires and promotions to leadership positions
were female.
Other actions taken to address the gender pay gap include:
• 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 the end of 2023.
• Further improving our talent and succession planning processes to
help identify and nurture talent early in their career. In 2021 we
relaunched our global talent development programmes and
participants in 2022 have been gender balanced.
• 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.
• Continuing to invest in our STEM activities to encourage a wide
range of applicants to apply for roles in our business.
More information is available on the Croda website.
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 2022 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 2022
FY 2021*
FY 2020
FY 2019
FY 2018**
Methodology
A
A
A
A
C
25th percentile
119:1
103:1
48:1
57:1
85:1
50th percentile
88:1
81:1
37:1
44:1
67:1
75th percentile
71:1
67:1
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. Calculations of annual bonus for the workforce reflect an estimate at the time of the calculation of the ratio. The actual amounts paid to employees will be finalised
in March 2023 and the ratio will be updated in next year’s report to reflect the actual amounts paid. Note that for Executive Directors’ this amount will not change.
4. Calculations for the workforce include amounts granted under the Restricted Share Plan and Free Share Plan. Unlike the PSP these figures will not be restated at
vesting.
5. Excludes Non-Executive Directors, contractors and employees who left during the relevant year.
6. 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 2021 has been restated. This is to reflect the updated CEO ‘single figure’ total remuneration for 2021, which was due to the 2021 PSP award being
updated to reflect the actual share price at vesting. Where relevant PSP calculations for the workforce have also been updated on the same basis. Annual bonus
amounts for the workforce have also been updated to reflect the actual amounts paid in March 2022.
** 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.
128
Croda International Plc Annual Report and Accounts 2022
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 2022 figures, as this has been an
outstanding year for performance both the senior annual Bonus Plan
and PSP have paid out at maximum levels. As the PSP has paid out
at a slightly higher level, from 97.4% in 2021 to 100% in 2022 the
ratio has increased slightly.
Employee total remuneration
7. Remuneration Committee year ended
31 December 2022
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.
75th percentile
50th percentile
25th percentile
Actual base
salary 2022
£51,915
£39,026
£30,880
Total
remuneration
2022
£57,178
£46,169
£34,287
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.
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 2022 and although the CEO pay ratios have widened,
employees have also benefitted from a strong performing year. The
‘Free Share Plan’ launched in 2021 will pay out for 2022, rewarding
our most junior employees proportionally the most. The annual bonus
plans will pay out globally also.
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/board
committees/remuneration-committee.
Remuneration Policy
• Review of latest market and governance developments
• Discuss the Remuneration Policy for 2023 – 2026 and any
A summary is provided below:
• Determine and agree with the Board the framework or broad policy for the
remuneration of the Company’s Chair, the Group Chief Executive, the
Executive Directors, the Company Secretary and other members of senior
management
• 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
proposed changes
• Review shareholder consultation feedback on the
proposed changes to the Remuneration Policy
• Agree the proposed changes to Remuneration Policy
Remuneration outcomes for 2021 and approach
for 2022:
• Remuneration outcomes for 2021, including vesting of
2019 PSP awards
• Establishing the senior annual Bonus Plan and PSP targets
for 2022
• Granting of 2022 PSP awards and Restricted Share Plan
awards
Wider workforce:
• Granting of the Free Share Plan
• Annual review of wider workforce remuneration
Remuneration approach for 2023:
• Approval of salary increase for the CEO and Group Finance
Director effective 1 January 2023
• Approval of Chair fee increase effective 1 January 2023
• Oversee any major changes in employee benefits structures throughout the
• Agreeing terms for the new CFO
Group.
Croda International Plc Annual Report and Accounts 2022
129
Governance Remuneration Report continued
E. Directors’ remuneration for the year ended 31 December 2022 –
Audited information
In this section
1. Directors’ remuneration for the year ended 31 December 2022
8. Ten-year remuneration figures for Group Chief Executive
9. Board Chair and other Non-Executive Directors’ fees 2022
2. Pension
3. Payments for cessation of office
4. Payments to past Directors
5. Transition of Chief Financial Officer
6. Share interests
7. Performance graph
and 2023
10. Non-Executive Directors’ remuneration
11. Service contracts and outside interests
12. Remuneration Committee attendance and advisers
13. Other disclosures
14. Statement of voting
1. Directors’ remuneration for the year ended 31 December 2022
Salaries
Benefits1
Pension supplement2
Pension3
Total fixed pay
Annual bonus
Long-term incentives4A-B
Other5
Total variable pay
Single total figure of remuneration
Steve Foots
Jez Maiden
2022
£716,457
£22,402
£143,291
–
£882,150
£1,074,686
£2,124,893
£3,117
£3,202,696
£4,084,846
2021
£682,340
£24,939
£136,218
£417
£843,914
£1,023,510
£1,848,822
£3,618
£2,875,950
£3,719,864
2022
£494,108
£20,064
£98,822
–
£612,994
£617,635
£1,139,772
£6,335
£1,763,742
£2,376,736
2021
£470,579
£20,126
£94,116
–
£584,821
£588,224
£956,273
£3,975
£1,548,472
£2,133,293
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 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. Steve Foots was only an active member of the Croda Pension Scheme for one month in January 2021.
4. A. The PSP awards granted in March 2020 reached the end of their performance period on 31 December 2022. The awards will vest at 100% of maximum (see page
131). The values included in the table above are based on the three-month average price to 31 December 2022 of 6738.6p. Of these values, £604,834 and £324,427
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 25 March 2023.
B. The PSP award included in the 2021 single figure (the 2019-21 PSP award) has been updated to reflect the actual share price at vesting of 6904p. Of these values,
£588,610 and £288,932 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 25 and 26 matching shares
respectively as part of the Share Incentive Plan (SIP) with a transaction value of £1,768 and £1,846. Steve Foots and Jez Maiden also participated in the 2022
Sharesave Scheme and were granted 98 and 326 shares respectively at a discounted rate of 5509p. The share price on the date of grant was 6886p representing
a 20% discount.
Annual bonus
The annual bonus for Executive Directors in 2022 was calculated by reference to the amount by which the profit for the year, after adjustment for
the divestment of our PTIC business and the lipid system sales for our principal COVID-19 vaccine contract, exceeded the profit for 2021 (the
‘Bonusable Profit’). The maximum pay-out target would have been met even if PTIC profits had been excluded from the calculations.
Bonusable Profit
Threshold
target
£422.7m
Maximum
target
£465.0m
Actual
£472.2m
Bonus outcome
(% of maximum)
100%
130
Croda International Plc Annual Report and Accounts 2022
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 124).
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. The awards vest unless the recipient has been dismissed
for cause. There are no performance conditions attached.
PSP
PSP awards vesting in March 2023
The PSP awards granted in March 2020 reached the end of their three-year performance period on 31 December 2022.
Measure
Weighting
Threshold
Median
Maximum
Upper quartile
Actual
performance
Out-turn
(% of max
element)
94.4 percentile
100%
Relative TSR versus
bespoke peer group1
Adjusted annual
average EPS growth
over three years2
NPP
35%
35%
20%
Sustainability metric 1
5%
Sustainability metric 2
5%
(50th percentile)
(75th percentile)
5% p.a.
11% p.a.
15.8% p.a.
100%
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, with payments
being made on a sliding scale up to 5% growth per year.
NPP sales 2.24x
non-NPP sales and
overall NPP growth
of 17.4%
100%
All roadmaps
completed
100%
39,335 tonnes
100%
Development of decarbonisation roadmaps3, covering all
scope 1 and 2 emissions to define how we will achieve
our targets across all our geographically dispersed and
complex footprint. The achievement of this target in full
would be a 5% pay-out with a 2.5% pay-out for a better
than 95% achievement.
Measurable reductions in scope 1 and 2 emissions.
Target of 30,000 tonnes against an adjusted 2018
baseline of 232,000 tonnes. Following the discovery of a
calculation error the 2018 baseline of 232,000 tonnes
was reduced to 208,3284 tonnes but the target
reduction of 30,000 tonnes was not reduced, making it
harder to achieve. The achievement for this target in full
would be a 5% pay-out with a 2.5% pay-out for a better
than 75% achievement.
Total out-turn
100%
1. TSR peer group constituents: AkzoNobel, Albemarle, 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. The calculation of the EPS growth has been adjusted for the divestment of
the majority of the PTIC business. The mechanics of the adjustments were independently recalculated by KPMG under agreed-upon procedures standard (ISRS
4400) (advice delivered to the Company and not constituting assurance or an opinion). The outcome was not impacted by this adjustment.
3. Decarbonisation Roadmap: A plan for a site, charting emissions reduction through for example, maximising use of renewable energy, novel process technologies and
energy efficiency measures. The quality assessment process was validated externally by Accenture who also performed sampling to validate the outcome assessments.
4. The revised 2018 baseline has been independently verified by Carbon Smart, as has the breakdown of emissions per site. Adjustments have been made for
acquisitions and divestment of our PTIC business.
EVA Underpin
The PSP awards granted in March 2020 were subject to an EVA underpin such that an improvement in EVA over the three-year PSP
performance period was required. EVA in the final year exceeded EVA in the year prior to the start of the performance period and therefore no
adjustment to the awards is required as a result of EVA performance.
Croda International Plc Annual Report and Accounts 2022
131
Governance Remuneration Report continued
As well as considering the EPS, TSR and NPP and sustainability 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 124. 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 2020, subject to the above performance targets, is included in the 2022 single figure table
on page 130. 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
26,779
2,526
138
11,161
5,581
174
173
13,851
1,449
230
5,773
3,207
217
14 Mar-22
14 Mar-22
06 Dec-22
15 Mar-21
15 Mar-21
22 Mar-21
01 Nov-21
14 Mar-22
14 Mar-22
01 Nov-22
15 Mar-21
15 Mar-21
01 Nov-21
Scheme
PSP
DBSP
Sharesave
PSP
DBSP
Sharesave
Sharesave
PSP
DBSP
Sharesave
PSP
DBSP
Sharesave
Exercise price
0
0
3898p
0
0
3092p
4144p
0
0
3898p
0
0
4144p
Market price Gain (before tax)
£1,848,822
£174,395
£4,237
£692,540
£346,301
£5,507
£9,148
£956,273
£100,039
£6,579
£358,215
£198,994
£11,475
6904p
6904p
6968p
6205p
6205p
6257p
9432p
6904p
6904p
6758.2p
6205p
6205p
9432p
PSP awards granted in 2022
The PSP awards granted on 22 March 2022 were as follows:
Executive Director
Steve Foots
Jez Maiden
Number of PSP
shares awarded
21,649
11,612
Basis of award
granted (% of salary)
225%
175%
Face/maximum value of
awards at grant date1
£1,611,985
£864,630
% of award vesting at
threshold (maximum)
25% (100%)
25% (100%)
Performance period
01.01.22 – 31.12.24
01.01.22 – 31.12.24
1. Face value/maximum value is calculated based on a share price of 7446p, being the average mid-market share price of the three dealing days prior to the date of
grant.
The 2022 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 96 of our Annual Report and Accounts 2021. Vesting
will take place on a sliding scale. An EVA underpin applies across the entire award, also detailed on page 96 of our Annual Report and
Accounts 2021.
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.
132
Croda International Plc Annual Report and Accounts 2022
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 199.
Executive Director
Steve Foots
Jez Maiden*
SIP shares held
01.01.22
5,842
481
Partnership shares
acquired in year
25
26
Matching shares
awarded in year
25
26
Total shares
31.12.22*
5,892
541
SIP shares that
became unrestricted
in the year
70
35
Total unrestricted
SIP shares held at
31.12.22
5,610
277
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 five SIP shares and the award of five matching shares by Steve Foots and the purchase of four SIP shares and the award of four matching
shares by Jez Maiden during January and February 2023.
* Jez Maiden also had eight 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
12 September 2019
10 September 2020
16 September 2021
15 September 2022
Jez Maiden
12 September 2019
16 September 2021
15 September 2022
Earliest
exercise date
Expiry date Face value*
Exercise
price
Number at
01.01.22
Granted
in year
Exercised
in year
Cancelled
in year
Number at
31.12.22
01 November 2022
01 November 2023
01 November 2024
01 November 2025
30 April 2023
30 April 2024
30 April 2025
30 April 2026
£6,723
£6,724
£8,975
£6,748
3898p
4804p
7327p
5509p
01 November 2022
01 November 2024
01 November 2025
30 April 2023
30 April 2025
30 April 2026
£11,206
£11,173
£22,448
3898p
7327p
5509p
138
112
98
–
348
230
122
–
352
–
–
–
98
98
–
–
326
326
138
–
–
–
138
230
–
–
230
–
–
–
–
–
–
122
–
122
–
112
98
98
308
–
–
326
326
During 2022, the highest mid-market price of the Company’s shares was 9994p and the lowest was 5946p. The year-end closing price was
6604p. The year-end mid-market price was 6663p.
* 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 31.12.22 (p.a.)
£134,606
–
Single remuneration
pension figure 2022
£143,291
£98,822
Single remuneration
pension figure 2021
£136,635
£94,116
Single remuneration
pension figure 2022
excluding supplement
–
–
* Neither Steve Foots or Jez Maiden were active members of the Croda Pension Scheme in 2022. Steve Foots was only an active member of the Croda Pension
Scheme for one month in 2021. The single remuneration pension figure for 2022 therefore only relates to the pension supplement of 20% of salary.
Croda International Plc Annual Report and Accounts 2022
133
Governance
Remuneration Report continued
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 2023 will be £76,614. 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’ historic pension provision
Steve Foots was a member of the Croda Pension Scheme up to
31 January 2021. Steve Foots accrued pension benefits under the
Croda Pension Scheme up to this date 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.
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 2022. He is entitled to death-in-service benefits from an
Excepted Life Policy.
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. Transition of Chief Financial Officer
Jez Maiden will retire as Group Finance Director of Croda in 2023
and will be succeeded by Louisa Burdett as Chief Financial Officer.
Joining arrangement for Louisa Burdett
Louisa Burdett was appointed on a salary of £520,000 and will
receive a pension supplement of 20% of salary aligned to the UK
workforce. In addition she will also receive a travel allowance to
facilitate travel to Croda’s offices in Yorkshire.
Louisa Burdett will participate in both the senior annual Bonus
Plan and PSP on the same basis as Jez Maiden, which, subject
to approval of the new Remuneration Policy will have maximum
opportunities of 150% of salary and 200% of salary, respectively,
for 2023.
There was no sign-on bonus or buy-out.
Remuneration arrangements for Jez Maiden on his retirement
Remuneration arrangements for Jez Maiden on his retirement were
in line with the Directors’ Remuneration Policy. He will continue to
receive his salary, pension supplement and benefits up until the date
of his departure. Jez Maiden was not a member of the Croda
Pension Scheme, and so no pension is payable.
For 2023, Jez Maiden will remain eligible for a bonus under the
senior annual Bonus Plan, which will be pro-rated for the period he
is employed during the year. This will be paid at the normal time
subject to the satisfaction of performance. Jez Maiden will not
receive a PSP award in 2023.
In respect of outstanding share awards, these will subsist. For
awards granted under the Deferred Bonus Share Plan and vested
PSP awards that remain subject to a holding period, these will
continue and will be released at the normal time. Outstanding PSP
awards will vest in line with their original vesting dates, subject to the
satisfaction of the original performance conditions, and the two-year
holding period will continue to apply. Outstanding PSP awards will
be pro-rated to reflect the period during which Jez Maiden was
employed by the Group.
Outstanding shares and options under the SIP and UK Sharesave
Scheme will be treated in accordance with the appliable plan rules.
In line with the 2020 Directors’ Remuneration Policy, Jez Maiden will
be required to retain a shareholding for two years post-employment.
The post-employment shareholding requirement applies in respect
of up to 100% of his in-employment guidelines for the first year
post-employment, applicable in respect of all shares vested from
2020, tapering down to 0% over the second year. The Company
will operate mechanisms to enforce the requirement.
There will be no payments for loss of office.
134
Croda International Plc Annual Report and Accounts 2022
6. Share interests
The interests of the Directors who held office at 31 December 2022 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
Nawal Ouzren*
Legally owned1
SIP
31.12.21
31.12.22
PSP
(unvested)
DBSP
(unvested)
Sharesave
(unvested)
Restricted Unrestricted
Total
31.12.22
% of salary
held under
shareholding
guideline
173,115
21,106
188,756
23,296
77,604
41,626
4,650
2,672
308
326
282
264
5,610
277
277,210 >225% target
68,461 >175% target
–
76
9,425
361
60,339
2,000
60
–
–
76
9,425
361
60,339
2,836
60
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
76
9,425
361
60,339
2,836
60
–
–
–
–
–
–
–
–
–
* Nawal Ouzren appointed 1 February 2022, holding on appointment Nil.
1. Including connected persons.
Post-employment shareholding requirements also apply for two years after leaving employment. The policy applies to shares from awards that
vest from 2020. From adoption of the new 2023 policy, the post-employment shareholding requirements will be set at 100% of the in-employment
guideline to be retained for the entire two year period following leaving. Jez Maiden’s post-employment shareholding requirement will follow the
current policy of 100% of the in-employment guideline for the first year after leaving employment, tapering to 0% by the end of year two. The
Committee is implementing structures to ensure that post-employment shareholding requirements are adhered to, via our third-party share plan
administrator.
7. 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
2012
Dec
2013
Dec
2014
Dec
2015
Dec
2016
Dec
2017
Dec
2018
Dec
2019
Dec
2020
Dec
2021
Dec
2022
Source: Refinitiv Datastream
Croda International Plc Annual Report and Accounts 2022
135
Governance Remuneration Report continued
8. 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 pay-out for each year as a percentage of the maximum.
Total remuneration (£)
Annual bonus (%)
Long-term incentives
vesting (%)
2014
2013
20211
1,427,156 769,414 1,374,046 2,404,441 3,570,251 3,311,700 1,693,242 1,543,377 3,719,864
100%
78.4%
76.4%
36.2%
100%
2015
2019
2016
2020
2017
2018
0%
0%
0%
0%
2022
4,084,846
100%
81.8%
0%
0%
43%
100%
100%
56.2%
40%
97.4%
100%
The 2021 total remuneration figure has been updated to reflect the value of the 2021 PSP award at vesting.
9. Board Chair and other Non-Executive Directors’ fees 2022 and 2023 (unaudited information)
The fees paid to the Non-Executive Directors (including chairing of Committees) and to the Senior Independent Director were reviewed in
January 2023 and increased by 4%, in line with the Executive Directors. These changes took effect from 1 January 2023. 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)
2022 fee
£
319,104
67,066
11,142
16,226
2023 fee
£
331,868
69,749
11,588
16,875
10. Non-Executive Directors’ remuneration
The remuneration of Non-Executive Directors for the year ended 31 December 2022 payable by Group companies is detailed below; this table
reflects actual payments in 2022.
Anita Frew
Helena Ganczakowski2
Jacqui Ferguson2
Roberto Cirillo
Keith Layden
John Ramsay
Julie Kim3, 4
Nawal Ouzren5
Non-Executive
Director fees
£
319,104
303,909
89,025
89,937
72,475
63,873
67,066
63,873
67,066
63,873
83,291
79,326
61,477
–
61,477
–
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
Benefits1
£
4,030
11
1,537
456
3,090
169
5,157
903
4,311
89
6,569
794
3,055
11,142
2,121
–
Total
£
323,134
303,920
90,562
90,393
75,565
64,042
72,223
64,776
71,377
63,962
89,860
80,120
64,532
11,142
63,598
–
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. Helena Ganczakowski was replaced by Jacqui Ferguson as the Chair of the Remuneration Committee on 1 September 2022 and the fees for both were pro-rated
accordingly.
3. Julie Kim was appointed to the Board on 1 September 2021 and voluntarily decided to waive her fees for 2021 and January 2022.
4. 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.
5. Nawal Ouzren was appointed to the Board on 1 February 2022.
136
Croda International Plc Annual Report and Accounts 2022
Non-Executive Directors’ appointment
The effective dates of the letters of appointment for the Board Chair and each Non-Executive Director who served during 2022 are shown in the
table below:
Non-Executive Director
Anita Frew
Roberto Cirillo
Jacqui Ferguson
Helena Ganczakowski
Keith Layden
John Ramsay
Julie Kim
Nawal Ouzren
Original appointment date
05 March 2015
26 April 2018
01 September 2018
01 February 2014
01 May 2017
01 January 2020
01 September 2021
01 February 2022
Expiry date of current term
24 April 2024
26 April 2024
01 September 2024
26 April 2023
01 May 2023
01 January 2026
01 September 2024
01 February 2025
11. Service contracts and outside interests (unaudited information)
The Executive Directors have service contracts as follows:
Executive Director
Steve Foots
Louisa Burdett
Jez Maiden
Contract date
16 September 2010
08 November 2022
09 October 2014
Termination provision
by the Company 12 months, by the Director 6 months
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 roles.
Jez Maiden was appointed as a Non-Executive Director of Intertek
Group in May 2022.
12. Remuneration Committee attendance and advisers
(unaudited information)
The following Directors served as members of the Committee during
2022:
• Jacqui Ferguson (Chair from 1 September 2022)
• Helena Ganczakowski (Chair until 1 September 2022)
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 2022, invitees included other
Directors and employees of the Group and the Committee’s advisers
(see page 138), 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 (former Deputy Company Secretary).
Attendees at Committee meetings are excluded from discussions
that determine their own remuneration.
• Roberto Cirillo
• John Ramsay
• Julie Kim
• Nawal Ouzren
See page 88
for details of attendance at
meetings during the year.
Croda International Plc Annual Report and Accounts 2022
137
Governance Remuneration Report continued
Summary of Remuneration Committee meetings
January 2022
February 2022
May 2022
November 2022
December 2022
Approved Chair fee increase for 2021
Reviewed the draft Directors’ Remuneration Report
Considered the sustainability targets for 2022 PSP awards
Reviewed the EVA underpin PSP metric
Reviewed remuneration governance trends
Reviewed the draft Directors’ Remuneration Report
Reviewed the 2021 bonus baseline calculation
Approved the calculation of the 2021 senior annual Bonus Plan award
Approved the senior annual Bonus Plan targets for 2022
Approved the vesting outcome for the 2019 PSP awards
Approved the PSP targets for 2022 and the grant of PSP awards for 2022
Approved the vesting of the 2019 RSP awards and the grant of RSP awards for 2022
Approved the vesting of the 2021 Free Share Plan
Reviewed the update on ABI headroom limits as they apply to the business
Reviewed share ownership guidelines
Reviewed the Committee’s Terms of Reference
Received an update on shareholder voting in respect of the Directors’ Remuneration Report
Considered adjustments to incentives following the sale of the majority of the PTIC businesses
Reviewed an update on PSP sustainability targets
Gave authority for UK employees to join the UK Sharesave Scheme and non-UK employees to join the International
Sharesave Scheme
Agreed dividend enhancement to the Deferred Bonus Share Plan
Approved early vesting of the PSP and RSP awards for 2020 and 2021 for employees transferring out of the business
following the sale of the majority of the PTIC businesses
Discussed outline policy changes
Reviewed shareholder consultation feedback in respect of proposed changes to the Remuneration Policy
Reviewed proposed sustainability targets for the 2023 PSP
Reviewed changes to the Group bonus scheme rules
Agreed dividend enhancement to the Deferred Bonus Share Plan
Gave authority for the execution of actions in relation to the 2019 Sharesave maturity
Reviewed initial draft of the Chair’s letter for inclusion in the Directors’ Remuneration Report
Reviewed shareholder consultation feedback
Reviewed the proposed adjustment to PSP targets following the sale of the majority of the PTIC businesses
Reviewed proposed sustainability targets for the 2023 PSP
Reviewed proposed targets for the 2023 senior annual Bonus Plan and PSP award
Approved salary increases for the Group Chief Executive and Executive Committee
Approved increases to the Executive Committee Car and Fuel Allowances
Considered the Committee’s effectiveness review
Agreed the agenda programme for 2023
In addition to the above scheduled meetings, three additional meetings were held on 21 January 2022, 21 July 2022 and 20 September 2022.
Remuneration Committee advisers (unaudited information)
Deloitte LLP were retained as the appointed adviser to the
Committee for the whole of 2022 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 £109,720
(excluding VAT). The Committee regularly reviews the external
adviser’s relationship and is comfortable that the advice it is receiving
remains objective and independent.
138
Croda International Plc Annual Report and Accounts 2022
13. 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 Company4
Average UK employee4
Executive Directors
Steve Foots
Jez Maiden
Non-Executive Directors
Dame Anita Frew DBE
Helena Ganczakowski5,6
Keith Layden
Roberto Cirillo
Jacqui Ferguson6
John Ramsay5,7
Julie Kim8
Nawal Ouzren9
% change in
salary/fees
6.46%
-5.12%
3.66%
5.54%
0.68%
3.43%
% change in
benefits1
27.95%
-25.04%
-0.06%
46.21%
-8.63%
-3.27%
% change in
bonus2,3
17.32%
–
0.00%
5.46%
–
27.96%
5.00%
1.00%
2.00%
5.00%
1.00%
2.00%
5.00%
1.00%
2.00%
-1.01%
4.84%
11.41%
5.00%
1.00%
2.00%
5.00%
1.00%
2.00%
13.47%
1.00%
2.00%
5.00%
7.50%
–
–
–
–
–
–
–
-10.17%
-25.87%
0.50%
-0.31%
0.04%
2.29%
–
–
-100.00%
–
–
-100.00%
–
–
-100.00%
–
–
-100.00%
–
–
-100.00%
–
–
–
–
–
–
–
–
–
5.00%
–
0.00%
5.00%
–
0.00%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2022
2021
2020
2022
2021
2020
2022
2021
2020
2022
2021
2020
2022
2021
2020
2022
2021
2020
2022
2021
2020
2022
2021
2020
2022
2021
2020
2022
2021
2020
2022
2021
2020
2022
2021
2020
1. 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. In 2022, Non-Executive Directors travel returned to pre-pandemic levels, however, reflective of the low levels of
travel in the prior year, the % change figures are not meaningful. These are 35,311% for Dame Anita Frew DBE, 471% for Roberto Cirillo, 1,726% for Jacqui
Ferguson, 238% for Helena Ganczakowski, 4,744% for Keith Layden, 727% for John Ramsey and -73% for Julie Kim. For a full breakdown of the benefits for
non-Executive Directors see page 136.
2. Bonus including annual bonus, DBSP and sales bonus.
3. The senior annual Bonus Plan and Croda Europe Discretionary Bonus Scheme 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. For the Average UK employee, the % change in
2020 relates to only 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 bonus received by the Average UK employee in 2021 is significantly higher and as such the % change is not meaningful.
4. Excluding Executive Directors and Non-Executive Directors.
5.
In 2020 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.
6. Helena Ganczakowski was replaced by Jacqui Ferguson as the Chair of the Remuneration Committee on 1 September 2022 and the fees for both were
pro-rated accordingly.
7. John Ramsay was appointed to the Board on 1 January 2020 and therefore has no comparable remuneration figures for 2019.
8. Julie Kim was appointed to the Board on 1 September 2021 and voluntarily decided to waive her fees for 2021 and January 2022, she therefore has no
comparable remuneration figures for 2020 or 2021.
9. Nawal Ouzren was appointed to the Board 1 February 2022 and therefore has no comparable remuneration figures for 2021.
Croda International Plc Annual Report and Accounts 2022
139
Governance Remuneration Report continued
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.
2022
2021
Employee
remuneration
cost1
Dividends2
Adjusted profit
after tax3
£150.7m
£139.5m
£386.4m
£359.4m
£383.2m
£350.8m
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 177. 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.
14. Statement of voting (unaudited information)
Votes cast in favour
Votes cast against
Total votes cast
Withheld
Remuneration Policy
2020 AGM
Annual Report on Remuneration
2022 AGM
number of votes
97,230,580
2,445,834
99,676,414
152,926
% of votes
number of votes
97.55% 102,924,327
5,476,013
2.45%
100% 108,400,340
144,054
% of votes
94.95%
5.05%
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
Jacqui Ferguson, Chair of the Remuneration Committee
27 February 2023
140
Croda International Plc Annual Report and Accounts 2022
Directors’ report
Other disclosures
Pages 70 to 144 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 61.0p per share
(2021: 56.5p). If approved by shareholders, total dividends for the
year will amount to 108.0p per share (2021: 100.0p). Details
of dividends are shown in note 8 on page 177; details of the
Company’s Dividend Reinvestment Plan can be found on page 211.
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 24 on page 200.
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 72 and 73.
In line with the 2018 UK Corporate Governance Code, each
Director will be standing for election or re-election at the AGM, with
the exception of Jez Maiden and Helena Ganczakowski who will
retire at the AGM. Details of the Directors’ service contracts are
given in the Directors’ Remuneration Report on page 119.
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 135.
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 2022 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. The Articles are available on the Company’s website
www.croda.com or copies 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 2022 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.
Croda International Plc Annual Report and Accounts 2022
141
Governance Directors’ report continued
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 2023 AGM,
that is 26 April 2023, and so the Directors propose to renew them
for a further year.
Substantial shareholdings
As at 31 December 2022 in accordance with DTR 5 the holders of
notifiable interests in the Company’s share capital are shown in the
table below.
BlackRock, Inc.
Massachusetts Financial
Services Company
Norges Bank
Royal Bank of Canada
Number of
shares
8,534,795
% of issued
capital
6.62%
6,970,021
5,597,132
5,093,443
4.99%
4.01%
3.65%
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 way of strengthening involvement in the development of
the business and bringing together employees’ and shareholders’
interests. In 2022, 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.
142
Croda International Plc Annual Report and Accounts 2022
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
engaged with employees and considered their interests when taking
key decisions is further detailed on pages 78 to 81.
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 69 which sets out where
stakeholders can find information relating to non-financial matters.
Mandatory XBRL tagging
The Board reviewed the process that had been developed to ensure
that the primary financial statements and the notes to the 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 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 65.
• Information on energy consumption can be found on page 65.
• Information on energy efficiency can be found on page 65.
• Information on gas emissions, energy consumption and energy
efficiency - other disclosures can be found on page 65.
• 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 60 to 68.
• 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 1.
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 contain 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
(2021: £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 193 and 194.
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 169.
• The long-term viability statement can be found on page 59.
• Information on the appropriateness of adopting the going concern
basis of the accounts can be found on page 164.
• Our approach to risk management can be found on
pages 52 to 54.
• Details of the services provided to shareholders can be found
on pages 211 and 212 and on the Company’s website.
• An indication of the Company’s overseas branches are on
pages 208 to 210.
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 auditor
Our auditor, KPMG, have indicated their willingness to continue
in office and, on the recommendation of the Audit Committee,
a resolution regarding their re-appointment and remuneration
will be submitted to the AGM on 26 April 2023.
Audit information
The Directors confirm that, so far as they are aware, there is no
relevant audit information of which the Company’s auditor is
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
auditor is 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
Listing Rule (LR) 9.8.4R information
Section
(1)
(2)
(3)
(4)
(5) (6)
(7) (8)
(9)
(10)
(11) (14)
(12) (13)
Topic
Capitalised interest
Publication of unaudited financial information
Smaller related party transactions
Details of long term incentive schemes established specifically to recruit or retain a Director
Waiver of emoluments by a Director
Allotments of equity securities for cash
Participation in a placing of equity securities
Contracts of significance
Controlling shareholder disclosures
Dividend waiver
Page reference
Page 143
Not applicable
Not applicable
Not applicable
Page 136
Not applicable
Not applicable
Page 143
Not applicable
Page 141
Croda International Plc Annual Report and Accounts 2022
143
Governance Directors’ report continued
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’ 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 27 February
2023 and is signed on its behalf by
144
Croda International Plc Annual Report and Accounts 2022
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.
In accordance with Disclosure Guidance and Transparency Rule
4.1.14R, the financial statements will form part of the annual
financial report using the single electronic reporting format under
the TD ESEF Regulation. The auditor’s report on these financial
statements provides no assurance over the ESEF format.
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.
Tom Brophy, Group General Counsel and Company Secretary
27 February 2023
Financial statements
KPMG LLP’s Independent Auditor’s Report
To the members of Croda International Plc
1. Our opinion is unmodified
In our opinion:
– the financial statements of Croda International Plc give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at
31 December 2022, 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 FRS101 Reduced
Disclosure Framework; and
– the Group and Parent Company financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
What our opinion covers
We have audited the Group and Parent Company financial statements of Croda International Plc (“the Company”) for the year ended 31 December 2022
(FY22) included in the Annual Report and Accounts, which comprise:
Group (Croda International Plc and its subsidiaries)
Parent Company (Croda International Plc)
Group Income Statement;
Company Balance Sheet;
Group Statement of Comprehensive Income;
Company Statement of Changes in Equity; and
Group Balance Sheet;
Group Statement of Cash Flows;
Group Statement of Changes in Equity; and
Notes 1 to 29 to the Group financial statements, including the accounting
policies on pages 164 to 171.
Notes A to O to the Parent Company financial statements, including the
accounting policies on page 204.
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 and matters included
in this report are consistent with those discussed and included in our reporting to the Audit Committee.
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.
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
145
145
Financial statements
KPMG LLP’s Independent Auditor’s Report continued
2. Overview of our audit
Factors driving
our view of risks
Our audit plan for FY22 was impacted by the divestment of the majority of
the Performance Technologies and Industrial Chemicals businesses (“PTIC”)
which affected our risk assessment. We identified the significant judgement
in relation to whether the PTIC divestment constituted a discontinued
operation as a significant risk of fraud and error. Further, we identified the
overall PTIC divestment accounting to be a key audit matter due to the
complexities involved, allocation of resources in the audit and directing the
efforts of the engagement.
The carrying amounts of both the Fragrances and Flavours CGUs are
sensitive to key assumptions. There is an impairment risk due to the current
trading performance compared to the original acquisition projections and
associated management bias linked to this. Therefore, we identified
goodwill valuation, in relation to these CGUs, to be a significant risk of
fraud and error.
The UK defined benefit scheme is 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. As part of our risk assessment, we removed the
US defined benefit pension scheme from the scope of our assessed
significant risk, because the potential range of reasonable outcomes is
lower than materiality.
Key Audit Matters
Divestment of majority of the
Performance Technologies and
Industrial Chemicals businesses
(“PTIC”)
Fragrances and Flavours
goodwill valuation
Valuation of UK defined benefit
pension scheme liabilities
Vs
FY21
++
Item
4.1
4.2
4.3
Audit committee
interaction
Our
independence
During the year, the Audit Committee met five times. KPMG are invited to attend all Audit Committee meetings and are
provided with an opportunity to meet with the Audit Committee in private sessions without the Executive Directors being present.
For each Key Audit Matter, we have set out communications with the Audit Committee in section 4, including matters that
required particular judgement for each.
The matters included in the report of the Audit Committee on page 96 are materially consistent with our observations of
those meetings.
Total audit fee
Audit related fees
(including interim review)
Other services
£2.2m
£0.2m
£0.0m
Non-audit fee as a %
of total audit and audit related fee %
1.9%
Date first appointed
25 April 2018
Uninterrupted audit tenure
5 years
Next financial period
which requires a tender
2028
Tenure of Group engagement partner 2 years
Average tenure
of component signing partners
3.5 years
We have fulfilled our ethical responsibilities and remain independent of the
Group in accordance with UK ethical requirements including the FRC Ethical
Standard as applied to listed public interest entities.
Apart from the matters noted below, we have not performed any non-audit
services during the year ended 31 December 2022 or subsequently which
are prohibited by the FRC Ethical Standard.
During 2023, we identified that certain KPMG member firms had provided
preparation of local GAAP financial statement services and, in some cases,
foreign language translation of those financial statements over the period
2019 to 2022 to entities not in scope for the group audit. The services,
which have been terminated, were administrative in nature and did not
involve any management decision-making or bookkeeping. The work was
undertaken after the group audit opinion was signed by KPMG LLP for
each of the impacted financial years and had no direct or indirect effect on
Croda International Plc’s consolidated financial statements.
In our professional judgment, we confirm that based on our assessment of
the breach, our integrity and objectivity as auditor has not been
compromised and we believe that an objective, reasonable and informed
third party would conclude that the provision of this service would not impair
our integrity or objectivity for any of the impacted financial years. The Audit
Committee concurred with this view.
We were first appointed as auditor by the shareholders for the year ended
31 December 2018. The period of total uninterrupted engagement is for the
5 financial years ended 31 December 2022.
The Group engagement partner is required to rotate every 5 years. As these
are the second sets of the Group’s financial statements signed by Ian
Griffiths, he will be required to rotate off after the FY25 audit.
The average tenure of partners responsible for component audits as set
out in section 7 below is 3.5 years, with the shortest being 1 and the
longest being 5.
146
146
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
KPMG LLP’s Independent Auditor’s Report continued
Financial statements
Materiality
(item 6 below)
The scope of our work is influenced by our view of materiality and
our assessed risk of material misstatement.
We have determined overall materiality for the Group financial
statements as a whole at £18m (FY21: £16m) and for the Parent
Company financial statements as a whole at £8.7m (FY21: £8.7m).
Consistent with FY21, we determined that Group normalised profit
before tax from continuing operations (“PBT") remains the
benchmark for the Group. As such, we based our Group materiality
on normalised PBT of £379.7m (FY21: £328.6m), of which it
represents 4.7% (FY21: 4.9%).
Materiality for the Parent Company financial statements was
determined with reference to a benchmark of Parent Company
total assets of which it represents 0.3% (FY21: 0.3%).
Group
GPM
HCM
PLC
LCM
AMPT
Materiality levels used in our audit
18.0
16.0
13.5
12.0
9.9
9.0
8.7
8.7
FY22 £m
FY21 £m
1.8
0.9
0.9
0.8
2. Overview of our audit
Factors driving
our view of risks
Our audit plan for FY22 was impacted by the divestment of the majority of
the Performance Technologies and Industrial Chemicals businesses (“PTIC”)
Key Audit Matters
Vs
FY21
which affected our risk assessment. We identified the significant judgement
Divestment of majority of the
++
in relation to whether the PTIC divestment constituted a discontinued
operation as a significant risk of fraud and error. Further, we identified the
Performance Technologies and
Industrial Chemicals businesses
overall PTIC divestment accounting to be a key audit matter due to the
(“PTIC”)
complexities involved, allocation of resources in the audit and directing the
efforts of the engagement.
Fragrances and Flavours
goodwill valuation
Valuation of UK defined benefit
pension scheme liabilities
Item
4.1
4.2
4.3
The carrying amounts of both the Fragrances and Flavours CGUs are
sensitive to key assumptions. There is an impairment risk due to the current
trading performance compared to the original acquisition projections and
associated management bias linked to this. Therefore, we identified
goodwill valuation, in relation to these CGUs, to be a significant risk of
fraud and error.
The UK defined benefit scheme is 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. As part of our risk assessment, we removed the
US defined benefit pension scheme from the scope of our assessed
significant risk, because the potential range of reasonable outcomes is
lower than materiality.
Audit committee
interaction
During the year, the Audit Committee met five times. KPMG are invited to attend all Audit Committee meetings and are
provided with an opportunity to meet with the Audit Committee in private sessions without the Executive Directors being present.
For each Key Audit Matter, we have set out communications with the Audit Committee in section 4, including matters that
required particular judgement for each.
those meetings.
The matters included in the report of the Audit Committee on page 96 are materially consistent with our observations of
Our
We have fulfilled our ethical responsibilities and remain independent of the
Total audit fee
independence
Group in accordance with UK ethical requirements including the FRC Ethical
Audit related fees
(including interim review)
Other services
Non-audit fee as a %
£2.2m
£0.2m
£0.0m
of total audit and audit related fee %
1.9%
Date first appointed
25 April 2018
Uninterrupted audit tenure
5 years
Next financial period
which requires a tender
2028
Tenure of Group engagement partner 2 years
of component signing partners
3.5 years
Croda International Plc’s consolidated financial statements.
Average tenure
Standard as applied to listed public interest entities.
Apart from the matters noted below, we have not performed any non-audit
services during the year ended 31 December 2022 or subsequently which
are prohibited by the FRC Ethical Standard.
During 2023, we identified that certain KPMG member firms had provided
preparation of local GAAP financial statement services and, in some cases,
foreign language translation of those financial statements over the period
2019 to 2022 to entities not in scope for the group audit. The services,
which have been terminated, were administrative in nature and did not
involve any management decision-making or bookkeeping. The work was
undertaken after the group audit opinion was signed by KPMG LLP for
each of the impacted financial years and had no direct or indirect effect on
In our professional judgment, we confirm that based on our assessment of
the breach, our integrity and objectivity as auditor has not been
compromised and we believe that an objective, reasonable and informed
third party would conclude that the provision of this service would not impair
our integrity or objectivity for any of the impacted financial years. The Audit
Committee concurred with this view.
We were first appointed as auditor by the shareholders for the year ended
31 December 2018. The period of total uninterrupted engagement is for the
5 financial years ended 31 December 2022.
The Group engagement partner is required to rotate every 5 years. As these
are the second sets of the Group’s financial statements signed by Ian
Griffiths, he will be required to rotate off after the FY25 audit.
The average tenure of partners responsible for component audits as set
out in section 7 below is 3.5 years, with the shortest being 1 and the
longest being 5.
Group scope
(item 7 below)
We have performed risk assessment and planning procedures to
determine which of the Group’s components are likely to include
risks of material misstatement to the Group financial statements, the
type of procedures to be performed at these components and the
extent of involvement required from our component auditors
around the world.
Of the Group’s 87 (FY21: 87) reporting components, we subjected
11 (FY21: 10) to full scope audits for Group purposes and 4
(FY21: 6) to specified risk-focused audit procedures as these are
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.
In addition, we have performed Group level analysis on the
remaining components to determine whether further risks of
material misstatement exist in those components.
We consider the scope of our audit, as communicated to the
Audit Committee, to be an appropriate basis for our audit opinion.
64%
91%
84%
Coverage of Group
financial statements
Revenue
22%
14%
Total assets
8%
1%
Group PBT
13%
3%
Key
Full scope audits
Specified risk-focused audit procedures
Remaining components
146
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
147
147
Group Group Materiality
GPM
HCM
PLC
LCM
AMPT
Audit Misstatement Posting Threshold
Highest Component Materiality
Lowest Component Materiality
Group Performance Materiality
Parent Company Materiality
Financial statements
KPMG LLP’s Independent Auditor’s Report continued
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 is monitoring 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. During the year, the Group rebaselined its metrics to reflect the impact of the
PTIC divestment and decided not to alter its 2030 targets and developed externally validated decarbonisation plans for its
manufacturing sites and major office locations. 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 60 to 68.
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 164 and 165. 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
nature of the industry in which the Fragrances and the Flavours CGUs operates, 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 on TCFD in the front
half of the annual report as set out on pages 60 to 68 and considered consistency with the financial statements and our audit
knowledge.
3. Going concern, viability and principal risks and uncertainties
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”).
Going concern
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 impact on the Group’s cashflows from the agreement to acquire Solus Biotech on a
debt-free, cash-free basis.
– Non completion of the Solus Biotech transaction within agreed timelines which could
trigger a partial repayment of the USPP bonds.
We also considered less predictable but realistic second order impacts, such as regulatory
incidents, site incidents and impact of product quality issues leading to a product recall or
loss of revenue 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 164.
Accordingly, based on those procedures, we found the Directors’ use of the going concern
basis of preparation without any material uncertainty for the Group and Parent Company to
be acceptable. 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 Parent Company will continue in operation.
Our conclusions
– 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 Parent 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 164 to the
financial statements 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 164 to be acceptable; and
– The same statement is materially consistent with the
financial statements and our audit knowledge.
148
148
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Financial statements
Disclosures of emerging and principal risks and longer-term viability
Our responsibility
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 page 59 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;
Our reporting
We have nothing material to add or draw
attention to in relation to these disclosures.
We have concluded that these disclosures are
materially consistent with the financial statements
and our audit knowledge.
– 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.
We are also required to review the long-term viability statement set out on page 59 under the
Listing Rules.
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.
4. Key audit matters
What we mean
Key audit matters are those matters that, in our professional judgment, 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 include below the key audit matters in decreasing order of audit significance together with our key audit procedures to address those matters and
our results from those procedures. These matters were addressed, and our results are based on procedures undertaken, for the purpose of our audit of
the financial statements as a whole. We do not provide a separate opinion on these matters.
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
149
149
Financial statements
KPMG LLP’s Independent Auditor’s Report continued
4.1 Divestment of the majority of the Performance Technologies and Industrial Chemicals
businesses (Group and Parent Company)
Financial statement elements
Our assessment of risk vs FY21
Our results
Gain on business disposal
FY22
GGrroouupp ££335566..00mm
PPaarreenntt CCoommppaannyy ££66..55mm
+ We have identified this area as risk for
FFYY2222:: AAcccceeppttaabbllee
the first time in FY22
Description of the key audit matter
Our response to the risk
Accounting treatment
During the period the Group divested the majority of the Performance
Technologies and Industrial Chemicals businesses (”PTIC”).
There is judgement involved in determining whether the divested
business represents a discontinued operation, and specifically whether
it meets the definition of a separate major line of business and a
component of the entity as defined in relevant accounting standards.
If the disposed of business met that definition then the results of that
business, and the gain result on disposal, would be presented
separately from the results of continuing operations for the current
and comparative period.
The result of continuing operations is a management performance metric
and reflects the manner in which results of the Group are interpreted.
This gives rise to a significant judgement in the income statement
presentation of the results related to PTIC that is susceptible to error
and fraud.
Calculation error
The divestment of the majority of the PTIC business is a material
transaction outside of the normal course of business and affected a
number of components across several geographical jurisdictions. The
appropriate identification of the component assets and liabilities, and the
allocation of the proceeds across these components is an area of higher
complexity relative to other areas of the audit and requires additional
auditor effort. Controls over such an unusual transaction are not routinely
in place which also led to a higher degree of substantive work.
Communications with the Croda International Plc Audit Committee
Our procedures to address the risk included:
– Accounting analysis: critically assessed the conclusions reached by
management in respect of the assessment as to whether the business met
the definition of a separate major line of business and a component of the
entity relative to the requirements of the relevant accounting standards for
the Group.
– Tests of details: assessed the accuracy of the calculation of the Group
and Parent Company gain on disposal. Compared the divested assets and
liabilities to the approved completion accounts.
– Our taxation and valuation expertise: involvement of our own valuation
and taxation specialists in evaluating the allocation of proceeds and the
appropriateness of the resulting taxation charge arising on the gain on
disposal for the Group and Parent Company.
– Assessing transparency: considered adequacy of the Group’s
disclosures in respect of the discontinued operations judgement made.
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 discussions with and reporting to the Audit Committee included:
– Our approach to the audit of the divestment of the majority of PTIC, including the involvement of our taxation and valuation specialists.
– Our conclusions on the appropriateness of the divestment being accounted for within continuing operations, rather than as a discontinued operation.
– The adequacy of the disclosures relating to this critical accounting judgement.
Areas of particular auditor judgement
We identified the following as the area of particular auditor judgement:
– Whether PTIC was a separate major line of business and a component of the group when assessed against the requirements of the relevant
accounting standards.
Our results
Based on the risk identified and the procedures that we performed, we found the gain on disposal relating to PTIC and the related disclosures to be
acceptable and in accordance with accounting standards.
Further information in the Annual Report and Accounts: See the Report of the Audit Committee on page 101 for details on how the Audit Committee
considered this key audit matter as an area of significant attention, page 164 for the accounting policy and Note 28 of the financial statements for
disclosures.
150
150
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
KPMG LLP’s Independent Auditor’s Report continued
Financial statements
4.1 Divestment of the majority of the Performance Technologies and Industrial Chemicals
businesses (Group and Parent Company)
Financial statement elements
Our assessment of risk vs FY21
Our results
Gain on business disposal
FY22
+ We have identified this area as risk for
FFYY2222:: AAcccceeppttaabbllee
GGrroouupp ££335566..00mm
the first time in FY22
PPaarreenntt CCoommppaannyy ££66..55mm
Description of the key audit matter
Our response to the risk
Accounting treatment
Our procedures to address the risk included:
During the period the Group divested the majority of the Performance
– Accounting analysis: critically assessed the conclusions reached by
Technologies and Industrial Chemicals businesses (”PTIC”).
management in respect of the assessment as to whether the business met
the definition of a separate major line of business and a component of the
entity relative to the requirements of the relevant accounting standards for
the Group.
– Tests of details: assessed the accuracy of the calculation of the Group
and Parent Company gain on disposal. Compared the divested assets and
liabilities to the approved completion accounts.
– Our taxation and valuation expertise: involvement of our own valuation
and taxation specialists in evaluating the allocation of proceeds and the
appropriateness of the resulting taxation charge arising on the gain on
disposal for the Group and Parent Company.
– Assessing transparency: considered adequacy of the Group’s
disclosures in respect of the discontinued operations judgement made.
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.
There is judgement involved in determining whether the divested
business represents a discontinued operation, and specifically whether
it meets the definition of a separate major line of business and a
component of the entity as defined in relevant accounting standards.
If the disposed of business met that definition then the results of that
business, and the gain result on disposal, would be presented
separately from the results of continuing operations for the current
and comparative period.
The result of continuing operations is a management performance metric
and reflects the manner in which results of the Group are interpreted.
This gives rise to a significant judgement in the income statement
presentation of the results related to PTIC that is susceptible to error
and fraud.
Calculation error
The divestment of the majority of the PTIC business is a material
transaction outside of the normal course of business and affected a
number of components across several geographical jurisdictions. The
appropriate identification of the component assets and liabilities, and the
allocation of the proceeds across these components is an area of higher
complexity relative to other areas of the audit and requires additional
auditor effort. Controls over such an unusual transaction are not routinely
in place which also led to a higher degree of substantive work.
Communications with the Croda International Plc Audit Committee
Our discussions with and reporting to the Audit Committee included:
– Our approach to the audit of the divestment of the majority of PTIC, including the involvement of our taxation and valuation specialists.
– Our conclusions on the appropriateness of the divestment being accounted for within continuing operations, rather than as a discontinued operation.
– The adequacy of the disclosures relating to this critical accounting judgement.
Areas of particular auditor judgement
We identified the following as the area of particular auditor judgement:
accounting standards.
Our results
– Whether PTIC was a separate major line of business and a component of the group when assessed against the requirements of the relevant
Based on the risk identified and the procedures that we performed, we found the gain on disposal relating to PTIC and the related disclosures to be
acceptable and in accordance with accounting standards.
Further information in the Annual Report and Accounts: See the Report of the Audit Committee on page 101 for details on how the Audit Committee
considered this key audit matter as an area of significant attention, page 164 for the accounting policy and Note 28 of the financial statements for
disclosures.
4.2 Fragrances and Flavours goodwill valuation
Financial statement elements
Our assessment of risk vs FY21
Our results
Goodwill: £844.6m (FY21: £852.0m),
although this specific risk is only
associated with the Fragrances (£269.3m)
and Flavours (£94.4m) Cash Generating
Units.
FY22
FY21
££336633..77mm
£379.1m
Risk is increased due to potential
management bias in their assessment of
goodwill recoverability as a result of
trading performance being lower than
original projections produced at a time of
acquisition.
FFYY2222:: AAcccceeppttaabbllee
FY21: Acceptable
Description of the key audit matter
Our response to the risk
– The value in use calculation for the Fragrances and Flavours CGUs
(acquired through the Iberchem acquisition in FY20), which
represents the estimated recoverable amount, is subjective due to
the inherent uncertainty involved in forecasting and discounting
estimated future cash flows (specifically the key assumptions such as
EBITDA combined annual growth rate, discount rates and terminal
growth rates applied).
– Estimation uncertainty is elevated as a result of the goodwill
impairment charge booked for Flavours in the year, and current
trading performance being lower than original cash flow projections
produced at the time of the acquisition.
– The effect of this matter is that, as part of our risk assessment, we
determined that impairment assessments in respect of the goodwill
allocated to Fragrances and 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 to address the risk included:
– Assessing methodology: we obtained the discounted value in use cash
flow models and assessed the methodology, principles and integrity of
the models.
– Our valuation expertise: we involved our own valuation specialists to
assist us in challenging the appropriateness of the discount rate
assumption.
– Benchmarking 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 long-term 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.
Communications with the Croda International Plc Audit Committee
Our discussions with and reporting to the Audit Committee included:
– Our approach to the audit of the Fragrances and Flavours goodwill valuation, including our planned substantive procedures, the involvement of our
valuation specialists and the extent of our control reliance.
– Our conclusions on the appropriateness of the methodology and key assumptions used.
– The adequacy of the disclosures, particularly as they relate to the sensitivity of the key assumptions.
Areas of particular auditor judgement
We identified the following as the area of particular auditor judgement:
– The appropriateness of the model, and in particular key assumptions used in the model including EBITDA combined annual growth rate, discount
rates and terminal growth rates.
Our results
Based on the risk identified and our procedures performed, we found the Fragrances and Flavours goodwill valuation and related disclosures to be
acceptable (FY21: acceptable).
Further information in the Annual Report and Accounts: See the Report of the Audit Committee on page 101 for details on how the Audit Committee
considered this key audit matter as an area of significant attention, page 166 for the accounting policy and Note 12 of the financial statements for
disclosures.
150
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
151
151
Financial statements
KPMG LLP’s Independent Auditor’s Report continued
4.3 Valuation of UK defined benefit pension scheme liabilities
Financial statement elements
Our assessment of risk vs FY21
Our results
Gross defined benefit
obligations £850.1m (FY21: £1,309m);
although this specific risk is only
associated with the UK scheme
£726.2m (FY21: £1,162.6m)
Description of the key audit matter
FY22
FY21
££772266..22mm
£1,289.4m
– The Group has a defined benefit pension scheme in the UK that is
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 scheme 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.
As part of our FY22 risk assessment, we
removed the US scheme from the scope
of the assessed significant risk. This is due
to the potential range of reasonable
outcomes being lower than our materiality.
FFYY2222:: AAcccceeppttaabbllee
FY21: Acceptable
Our response to the risk
Our procedures to address the risk 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 key 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.
Communications with the Croda International Plc Audit Committee
Our discussions with and reporting to the Audit Committee included:
– Our approach to the audit of UK defined benefit pension scheme obligations, including the involvement of our actuarial specialists.
– Our conclusions on the appropriateness of key assumptions used.
– The adequacy of the disclosures, particularly as it relates to the sensitivity of the key assumptions.
Areas of particular auditor judgement
We identified the following as the area of particular auditor judgement:
– The appropriateness of the valuation of UK defined benefit pension scheme liabilities and in particular, the selection of key assumptions used in the
valuation (the discount rate, the inflation rate and the mortality rate).
Our results
Based on the risk identified and the procedures performed, we found the valuation of the defined benefit pension scheme obligation to be acceptable
(FY21 result: acceptable).
Further information in the Annual Report and Accounts: See the Report of the Audit Committee on page 101 for details on how the Audit Committee
considered this key audit matter as an area of significant attention, page 168 for the accounting policy and Note 11 of the financial statements for
disclosures.
We continue to perform procedures over recoverability of the Parent Company’s investment in subsidiaries and intercompany debtors. However, as the
relative importance of this matter has reduced in the current period due to the disposal of the PTIC businesses, we have not assessed this as one of the
matters of most significance to our current year audit and, therefore, it is not separately identified in our report this year.
152
152
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
KPMG LLP’s Independent Auditor’s Report continued
Financial statements
4.3 Valuation of UK defined benefit pension scheme liabilities
Financial statement elements
Our assessment of risk vs FY21
Our results
Gross defined benefit
obligations £850.1m (FY21: £1,309m);
FY22
FY21
££772266..22mm
£1,289.4m
although this specific risk is only
associated with the UK scheme
£726.2m (FY21: £1,162.6m)
Description of the key audit matter
As part of our FY22 risk assessment, we
FFYY2222:: AAcccceeppttaabbllee
FY21: Acceptable
removed the US scheme from the scope
of the assessed significant risk. This is due
to the potential range of reasonable
outcomes being lower than our materiality.
Our response to the risk
– The Group has a defined benefit pension scheme in the UK that is
Our procedures to address the risk included:
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 scheme 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.
Communications with the Croda International Plc Audit Committee
Our discussions with and reporting to the Audit Committee 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 key 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 approach to the audit of UK defined benefit pension scheme obligations, including the involvement of our actuarial specialists.
– Our conclusions on the appropriateness of key assumptions used.
– The adequacy of the disclosures, particularly as it relates to the sensitivity of the key assumptions.
Areas of particular auditor judgement
We identified the following as the area of particular auditor judgement:
– The appropriateness of the valuation of UK defined benefit pension scheme liabilities and in particular, the selection of key assumptions used in the
valuation (the discount rate, the inflation rate and the mortality rate).
Based on the risk identified and the procedures performed, we found the valuation of the defined benefit pension scheme obligation to be acceptable
Further information in the Annual Report and Accounts: See the Report of the Audit Committee on page 101 for details on how the Audit Committee
considered this key audit matter as an area of significant attention, page 168 for the accounting policy and Note 11 of the financial statements for
We continue to perform procedures over recoverability of the Parent Company’s investment in subsidiaries and intercompany debtors. However, as the
relative importance of this matter has reduced in the current period due to the disposal of the PTIC businesses, we have not assessed this as one of the
matters of most significance to our current year audit and, therefore, it is not separately identified in our report this year.
Our results
(FY21 result: acceptable).
disclosures.
5. Our ability to detect irregularities, and our response
Fraud - Identifying and responding to risks of material misstatement due to fraud
Fraud risk assessment
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.
Risk communications
Fraud risks
Our risk assessment procedures included:
– Enquiring of Directors, the Audit Committee 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, Nomination Committee, Remuneration Committee and Audit Committee minutes, and
whistleblowing logs.
– Considering remuneration incentive schemes (annual Bonus Plan and Performance Share Plan) and performance
targets for management, including the EPS growth target.
– Using our own forensic specialists to assist us in identifying fraud risks. This included holding a fraud risk
assessment discussion with the audit team and assisting us in designing procedures to identify fraud risks.
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.
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 also identified fraud risks related to Fragrances and Flavours CGUs as trading performance was behind compared
to the original trading projections produced at the time of acquisition, we identified management bias in the
assessment of goodwill recoverability in Fragrances and Flavours CGUs. In addition, we also identified a fraud risk in
relation to the income statement presentation related to the divestment of PTIC as certain management performance
metrics are based on the result of continuing operations.
Further detail is set out in the key audit matter disclosures in section 4 of this report.
Procedures to address
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 and related accounting treatment are
indicative of a potential bias.
152
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
153
153
Financial statements
KPMG LLP’s Independent Auditor’s Report continued
Laws and regulations - Identifying and responding to risks of material misstatement relating to compliance with laws and
regulations
Laws and regulations
risk assessment
Risk communications
Direct laws context and
link to audit
Most significant indirect
law/regulation areas
Context
Context of the ability of
the audit to detect fraud
or breaches of law or
regulation
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 discussions with the Directors and other management of 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. 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.
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.
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.
154
154
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
KPMG LLP’s Independent Auditor’s Report continued
Financial statements
Laws and regulations - Identifying and responding to risks of material misstatement relating to compliance with laws and
regulations
Laws and regulations
risk assessment
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 discussions with the Directors and other management of the policies and procedures regarding
compliance with laws and regulations.
Risk communications
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.
Direct laws context and
The potential effect of these laws and regulations on the financial statements varies considerably. The Group is subject
link to audit
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.
Most significant indirect
law/regulation areas
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.
Context
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.
6. Our determination of materiality
The scope of our audit was influenced by our application of materiality. We set quantitative thresholds and overlay qualitative considerations to help us
determine the scope of our audit and the nature, timing and extent of our procedures, and in evaluating the effect of misstatements, both individually and
in the aggregate, on the financial statements as a whole.
£18m
(FY21: £16m)
Materiality for the Group
financial statements as
a whole
What we mean
A quantitative reference for the purpose of planning and performing our audit.
Basis for determining materiality and judgements applied
Materiality for the Group financial statements as a whole was set at £18m (FY21: £16m). This was determined with
reference to a benchmark of the normalised Group profit before tax from continuing operations (“PBT”).
Consistent with FY21, we determined that Group materiality benchmark applied remains the main benchmark for
the Group. We normalised by adding back adjustments that do not represent the normal, continuing operations of
the Group and by averaging over 3 (FY21: 3) years. The items we adjusted for were exceptional PTIC gain, goodwill
impairment and property, plant and equipment impairment (FY21 items we adjusted were exceptional curtailment
gains) as disclosed in note 3. We selected 3 (FY21: 3) years to average PBT to account for the fluctuations in the
Group’s performance due to the impact of COVID19. As such, we based our Group materiality on Group
normalised PBT of £379.7m (FY21: £328.6m).
Our Group materiality of £18m was determined by applying a percentage to the normalised PBT. When using a
benchmark of PBT to determine overall materiality, KPMG’s approach for listed entities considers a guideline range
3% - 5% of the measure. In setting overall Group materiality, we applied a percentage of 4.7% (FY21: 4.9%) to the
benchmark.
Materiality for the Parent Company financial statements as a whole was set at £8.7m (FY21: £8.7m), determined
with reference to a benchmark of Parent Company total assets, of which it represents 0.3% (FY21: 0.3%).
£13.5m
(FY21: £12m)
Performance materiality
What we mean
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.
£0.9m
(FY21: £0.8m)
Audit misstatement
posting threshold
Basis for determining performance materiality and judgements applied
We have considered performance materiality at a level of 75% (FY21: 75%) of materiality for the Group financial
statements as a whole to be appropriate.
The Parent Company performance materiality was set at £6.5m (FY21: £6.5m), which equates to 75% (FY21:
75%) of materiality for the Parent Company financial statements as a whole.
We applied this percentage in our determination of performance materiality based on the number and level of
identified misstatements and control deficiencies during the prior period.
What we mean
This is the amount below which identified misstatements are considered to be clearly trivial from a quantitative point
of view. We may become aware of misstatements below this threshold which could alter the nature, timing and
scope of our audit procedures, for example if we identify smaller misstatements which are indicators of fraud.
This is also the amount above which all misstatements identified are communicated to Croda International Plc’s
Audit Committee.
Basis for determining the audit misstatement posting threshold and judgements applied
We set our audit misstatement posting threshold at 5% (FY21: 5%) of our materiality for the Group financial
statements. We also report to the Audit Committee any other identified misstatements that warrant reporting on
qualitative grounds.
The overall materiality for the Group financial statements of £18m (FY21: £16m) compares as follows to the main financial statement caption amounts:
Total Group Revenue
Group Profit Before Tax
Total Group Assets
FY22
FY21
FY22
FY21
FY22
FY21
Financial statement Caption
££22,,008899..33mm
£1,889.6m
££778800..00mm
£411.5m
££33,,661111..99mm
£3,293.4m
Group Materiality as % of
caption
00..99%%
0.8%
22..33%%
3.9%
00..55%%
0.5%
154
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
155
155
Financial statements
KPMG LLP’s Independent Auditor’s Report continued
7. The scope of our audit
Group scope What we mean
How the Group audit team determined the procedures to be performed across the Group.
The Group has 87 (FY21: 87) reporting components. In order to determine the work performed at the reporting component level,
we identified those components which we considered to be of individual financial significance and those remaining components
on which we required procedures to be performed to provide us with the evidence we required in order to conclude on the Group
financial statements as a whole.
We determined individually financially significant components as those contributing at least 5% (FY21: 5%) of total assets or 10%
(FY21: 10%) of total revenue or 10% (FY21: 10%) of the Group profit before tax. We selected total assets, total revenue, and profit
before tax because these are the most representative of the relative size of the components. We identified 5 (FY21: 6)
components as individually financially significant components and performed full scope audits on these components.
The components within the scope of our work accounted for the following percentages of the Group’s results, with the prior year
comparatives indicated in brackets:
Scope
Full scope audit
Specified audit procedures
Number of components
Range of materiality applied
11 (10)
4 (6)
£1.8m - £9.9m (£0.9m - £9m)
£1.8m - £2.7m (£0.9m – £1.5m)
The remaining 22% (FY21: 22%) of total Group revenue, 18% (FY21: 16%) of total profits and losses that made up Group profit
before tax and 8% (FY21: 12%) of total Group assets is represented by 72 (FY21: 71) reporting components, none of which
individually represented more than 2% (FY21: 2%) of any of total Group revenue, total profits and losses that made up 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.
The work on 11 of the 15 components (FY21: 12 of the 16 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 has also performed audit procedures on the following areas on behalf of the components:
– Understanding of IT is gained centrally on behalf of components that are on the centralised ERP system and findings are shared
with relevant component teams.
– 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 Group team has centrally inspected the PTIC sale and purchase agreement, involved valuation specialists and performed
audit procedures on the gain on transaction.
The Group team communicated the results of these procedures to the component teams.
The Group team instructed component auditors as to the 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, as detailed in the table
above, having regard to the mix of size and risk profile of the Group across the components.
The scope of the audit work performed was predominately substantive as we placed limited reliance upon the Group’s internal
control over financial reporting.
Group audit
team oversight
What we mean
The extent of the Group audit team’s involvement in component audits.
In working with component auditors, we:
– Held planning calls with component audit teams to discuss the significant areas of the audit relevant to the components,
including the key audit matter in respect of divestment of the majority of the PTIC businesses.
– Issued Group audit instructions to component auditors on the scope of their work, including specifying the minimum procedures
to perform in their audit of revenue, cash and journals.
– Visited two (FY21: none) components in-person in Spain and the US as the audit progressed to understand and challenge the
audit approach. Organised regular video conferences with the partners and directors of the Group and component audit teams.
At these visits and video conferences, 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 audit teams.
– Inspection of component audit teams’ key work papers (in person and/or using remote technology capabilities) to evaluate the
quality of execution of the audits of the components with particular focus on work related to significant risk and assessed the
appropriateness of conclusion and consistencies between reported findings and work performed.
156
156
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Financial statements
8. 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.
All other information
Our responsibility
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.
Our reporting
Based solely on that work we have not identified
material misstatements or inconsistencies in the
other information.
Strategic Report and Directors’ Report
Our responsibility and reporting
Based solely on our work on the other information described above we report to you as follows:
– 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
Our responsibility
We are required to form an opinion as to whether the part of the Directors’ Remuneration Report to
be audited has been properly prepared in accordance with the Companies Act 2006.
Corporate governance disclosures
Our responsibility
We are required to perform procedures to identify whether there is a material inconsistency
between the financial statements and our audit knowledge, and:
– 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 also required to review the part of the 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.
Other matters on which we are required to report by exception
Our responsibility
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.
Our reporting
We have nothing to report in these respects.
Our reporting
In our opinion the part of the Directors’
Remuneration Report to be audited has been
properly prepared in accordance with the
Companies Act 2006.
Our reporting
Based on those procedures, we have concluded
that each of these disclosures is materially
consistent with the financial statements and our
audit knowledge.
We have nothing to report in this respect.
Our reporting
We have nothing to report in these respects.
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
157
157
Financial statements
KPMG LLP’s Independent Auditor’s Report continued
9. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 144, 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.
The Company is required to include these financial statements in an annual financial report prepared using the single electronic reporting format specified
in the TD ESEF Regulation. This auditor’s report provides no assurance over whether the annual financial report has been prepared in accordance with
that format.
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
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London
E14 5GL
27 February 2023
158
158
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Group Consolidated Statements
Group Income Statement
for the year ended 31 December 2022
Revenue
Cost of sales
Gross profit
Operating costs
Operating profit
Gain on business disposal
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
28
4
4
5
2022
2022
Adjusted
£m
2,089.3
(1,103.7)
985.6
(470.5)
515.1
–
(24.1)
5.1
496.1
(112.9)
383.2
Adjustments
£m
–
–
–
(70.4)
(70.4)
356.0
(1.7)
–
283.9
(13.8)
270.1
2022
Reported
Total
£m
2,089.3
(1,103.7)
985.6
(540.9)
444.7
356.0
(25.8)
5.1
780.0
(126.7)
653.3
4.0
379.2
383.2
–
270.1
270.1
4.0
649.3
653.3
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
2.0
348.8
350.8
Adjustments
£m
–
–
–
(30.4)
(30.4)
–
(3.3)
–
(33.7)
5.7
(28.0)
–
(28.0)
(28.0)
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
272.0
271.4
7
7
Pence
Pence
465.8
464.8
250.0
249.5
Group Statement of Comprehensive Income
for the year ended 31 December 2022
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 have been or may be reclassified
subsequently to profit or loss:
Currency translation
Reclassification of currency translation
Cash flow hedging
Reclassification of cash flow hedging
Cost of hedging reserve
Reclassification of cost of hedging reserve
Tax on items that may be reclassified
Other comprehensive income/(expense) for the year
Total comprehensive income for the year
Attributable to:
Non-controlling interests
Owners of the parent
Arising from:
Continuing operations
Note
2022
£m
653.3
11
5
20
20
20
20
5
88.9
(22.4)
66.5
104.2
(14.8)
2.8
(6.5)
–
6.0
(0.4)
91.3
157.8
811.1
4.4
806.7
811.1
811.1
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
320.8
322.8
Pence
230.0
229.5
2021
£m
322.8
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
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
159
159
Financial statements
Group Consolidated Statements continued
Group Balance Sheet
at 31 December 2022
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
2022
£m
2021
£m
12
13
14
16
6
11
17
18
20
19
20
14
21
20
14
19
11
21
6
22
20
25
1,253.2
964.5
96.9
3.4
10.3
123.2
2,451.5
464.0
375.8
320.6
1,160.4
(320.0)
(121.9)
(12.9)
(6.1)
(26.9)
(487.8)
672.6
(401.8)
(79.2)
(4.5)
(23.1)
(11.5)
(172.9)
(693.0)
2,431.1
15.1
–
15.1
707.7
1,692.8
2,415.6
15.5
2,431.1
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
The financial statements on pages 159 to 201 were signed on behalf of the Board who approved the accounts on 27 February 2023.
Dame Anita Frew DBE
Chair
Jez Maiden
Group Finance Director
160
160
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Group Consolidated Statements continued
Financial statements
Group Balance Sheet
at 31 December 2022
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
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
Borrowings and other financial liabilities
(401.8)
(794.6)
The financial statements on pages 159 to 201 were signed on behalf of the Board who approved the accounts on 27 February 2023.
Dame Anita Frew DBE
Jez Maiden
Chair
Group Finance Director
Note
2022
£m
2021
£m
1,253.2
964.5
1,271.6
988.1
12
13
14
16
6
11
17
18
20
19
20
14
21
20
14
19
11
21
6
22
20
25
96.9
3.4
10.3
123.2
2,451.5
464.0
375.8
320.6
1,160.4
(320.0)
(121.9)
(12.9)
(6.1)
(26.9)
(487.8)
672.6
(79.2)
(4.5)
(23.1)
(11.5)
(172.9)
(693.0)
2,431.1
15.1
–
15.1
707.7
1,692.8
2,415.6
15.5
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
(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
2,431.1
1,765.9
Group Statement of Cash Flows
for the year ended 31 December 2022
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
Payment of contingent consideration
Purchase of property, plant and equipment
Receipt of government grant
Purchase of other intangible assets
Proceeds from sale of property, plant and equipment
Proceeds from business disposal, net of cash in disposed business
Tax paid on business disposals
Cash paid against non-operating provisions
Interest received
Net cash generated from/(used in) investing activities
Cash flows from financing activities
New borrowings
Repayment of borrowings
Payment of lease liabilities
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
Note
ii
27
13
12
21
14
8
i,iii
iii
2022
£m
462.2
(23.2)
(130.8)
308.2
–
(13.7)
(141.2)
6.1
(11.2)
1.7
583.6
(4.6)
(1.2)
5.1
424.6
232.6
(614.4)
(17.4)
(1.4)
(7.3)
(144.4)
–
(552.3)
180.5
94.3
6.8
281.6
320.6
(39.0)
281.6
2021
£m
479.0
(19.8)
(111.5)
347.7
(48.9)
(9.2)
(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
160
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
161
161
Financial statements
Group Consolidated Statements continued
Group Cash Flow Notes
for the year ended 31 December 2022
(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
Non-cash preference shares reclassification
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 on intangible assets and property, plant and equipment
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
2022
£m
180.5
399.2
579.7
–
(13.4)
(1.1)
(37.2)
528.0
(823.2)
(295.2)
2022
£m
515.1
(36.1)
(34.3)
444.7
120.7
(6.1)
42.2
0.2
1.6
(11.0)
4.5
–
(0.8)
(98.1)
(43.3)
7.6
462.2
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
2021
£m
112.8
(18.5)
(32.4)
(794.6)
(90.5)
(823.2)
2022
£m
320.6
(39.0)
(82.9)
(401.8)
(92.1)
(295.2)
Cash
flow
£m
199.3
(18.8)
180.5
121.9
259.9
17.4
399.2
579.7
Exchange
movements
£m
8.5
(1.7)
6.8
(6.3)
(32.1)
(5.6)
(44.0)
(37.2)
Other
non-cash
£m
–
–
–
(166.1)
165.0
(13.4)
(14.5)
(14.5)
Included within other non-cash movements are £8.9m 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 but
excluding business disposal and contingent consideration, was £1.0m (2021: £16.0m). Details of exceptional items can be found in note 3 on
pages 173 and 174.
162
162
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Financial statements
Group Statement of Changes in Equity
for the year ended 31 December 2022
At 1 January 2021
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
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
Total equity at 31 December 2021
At 1 January 2022
Profit after tax for the year
Other comprehensive income
Total comprehensive income for the year
Transactions with owners:
Dividends on equity shares
Share-based payments
Transactions in own shares
Total transactions with owners
Changes in ownership interests:
Acquisition of a non-controlling interest
Total changes in ownership interests
8
8
Share
capital
£m
16.2
Share
premium
account
£m
707.7
Other
reserves
£m
19.3
Retained
earnings
£m
842.6
Non-
controlling
interests
£m
9.3
Note
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(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
Total
equity
£m
1,595.1
322.8
(30.7)
292.1
(132.5)
12.7
(2.4)
(122.2)
1.6
(0.7)
0.2
(0.2)
0.9
16.2
707.7
(43.8)
1,073.0
12.8
1,765.9
16.2
707.7
(43.8)
1,073.0
12.8
1,765.9
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
90.9
90.9
649.3
66.5
715.8
–
–
–
–
–
–
–
(144.4)
8.3
(7.3)
(143.4)
0.3
0.3
–
4.0
0.4
4.4
–
–
–
–
(1.7)
(1.7)
–
653.3
157.8
811.1
(144.4)
8.3
(7.3)
(143.4)
(1.4)
(1.4)
(1.1)
Preference share capital reclassification
(1.1)
Total equity at 31 December 2022
15.1
707.7
47.1
1,645.7
15.5
2,431.1
Other reserves include the Capital Redemption Reserve of £0.9m (2021: £0.9m), the Hedging Reserve of £nil (2021: £3.0m), the Cost of Hedging Reserve of £nil (2021: £(4.9)m) and the
Translation Reserve of £46.2m (2021: £(42.8)m). During the year the Group’s preference share capital has been reclassified from equity to borrowings and other financial liabilities.
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
163
163
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 completed the divestment of the
majority of its Performance Technologies and Industrial Chemicals
('PTIC') business to a wholly owned subsidiary of Cargill Inc. on 30
June 2022. The Group’s assessment that the disposal group
does not meet the definition of a separate major line of business
or geographical area of operations, and therefore is not a
discontinued operation, is a key judgement. The key
considerations in forming this conclusion were:
• The Group is not exiting a geographical area of operations;
Croda will remain active in all territories in which the divested
business operates.
• Whilst the majority of the PTIC business is being divested, a
significant proportion remains with Croda via the retained
Industrial Specialties product portfolio, supply agreements and
retained production capabilities.
• The complex carve-out requirements of the disposal mean that
the operations and cash flows of the divested business cannot
be distinguished clearly from the remaining Croda Group.
Croda Sipo in which Croda has a 65% shareholding was excluded
from the transaction that completed on 30 June 2022. The
Group’s assessment that Sipo is not available for sale in its
present condition is a key judgement in determining that Sipo is
not classified as an asset held for sale at 31 December 2022. The
sale of Sipo to Cargill Inc. is subject to reaching agreement with
our partner to also sell its stake, which now appears unlikely to
occur in the near term.
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 consolidated financial statements have been prepared on a going
concern basis which the Directors believe to be appropriate for the
following reasons:
At 31 December 2022 the Group had £1,122m of committed debt
facilities available from its banking group, USPP bondholders and
lease providers, with principal maturities between 2023 and 2030, of
which £579.3m (2021: £334.4m) was undrawn, together with cash
balances of £320.6m (2021: £112.8m).
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. Based
on these forecasts, the Group continues to have significant liquidity
headroom and strong financial covenant headroom under its debt
facilities.
A reverse stress testing scenario has been performed which assesses
that adjusted operating profit would need to fall by over 90% to trigger
an event of default as at 30 June 2024, before considering additional
unmodelled actions to conserve cash. The Directors do not consider
this a plausible scenario. The Directors have also considered the
impact on the Group from the agreement to acquire Solus Biotech for
total consideration of approximately £232m. This acquisition will be
funded by the reinvestment of PTIC disposal proceeds and will have
no material impact on Croda’s leverage and a limited impact on its
liquidity. The Directors have also considered the unlikely scenario that
if the full reinvestment of PTIC disposal proceeds was not made within
the agreed timelines with the USPP bondholders, certain future
financial covenant restrictions could trigger a partial repayment of the
USPP bonds. In this event any potential repayment could be funded
from cash balances and other existing debt facilities. 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.
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
review of property, plant and equipment remaining useful lives and our
evaluation of critical accounting estimates and judgements which are
detailed below, consistent with the risks and opportunities set out on
pages 66 to 68. 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.
164
164
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Financial statements
The critical accounting estimates and assumptions required when
preparing the Group’s accounts are as follows:
Changes in accounting policy
(i) The Group adopted the following new accounting policies on 1
(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. The critical
accounting estimate specifically relates to the Group’s UK
scheme, given the size of the liabilities and their sensitivity to
underlying assumptions. Small changes in these assumptions
could result in a material adjustment to carrying values in the next
financial year.
January 2022 to comply with amendments to IFRS. The
accounting pronouncements, none of which had a material impact
on the Group’s financial reporting on adoption, are:
• Annual Improvements to IFRS Standards 2018-2020;
• Amendments to IAS 16 ‘Property, Plant and Equipment:
Proceeds before Intended Use’;
• Amendments to IAS 37 ‘Onerous Contracts- Cost of Fulfilling a
Contract’; and
• Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
‘Interest Rate Benchmark Reform - Phase 2’.
(ii) The IASB has issued the following pronouncements for annual
periods beginning on or after 1 January 2023 or 1 January 2024:
• Amendments to IFRS 3 ‘Reference to the Conceptual
Framework’;
(ii) Goodwill impairment – Management are required to undertake an
• IFRS 17 ‘Insurance Contracts’ and Amendments to IFRS 17
‘Insurance Contracts’;
• Amendments to IAS 1 ‘Classification of Liabilities as Current or
Non-Current’;
• Amendments to IAS 1 ‘Disclosure of Accounting Policies’;
• Amendments to IAS 1 ‘Non-current Liabilities with Covenants’;
• Amendment to IAS 8 ‘Definition of Accounting Estimates’; and
• Amendments to IFRS 16 ‘Lease Liability in a Sale and
Leaseback’; and
• Amendment to IAS 12 ‘Deferred Tax related to Assets and
Liabilities arising from a Single Transaction’.
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 2023 or 1 January 2024
as applicable.
annual test for impairment of indefinite lived assets such as
goodwill. Accordingly, the Group tests annually whether goodwill
has suffered any impairment by comparing the carrying value of
the underlying Cash Generating Units (‘CGUs’) to their recoverable
amount calculated by detailed value in use calculations. 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) – set for each CGU with
reference to the long-term growth rate for the market and
territory in which the CGU operates but not exceeding the
Group's long-term average growth rate, estimated at 3%.
• Selection of appropriate market participant real post-tax
discount rates to reflect the specific nature of the CGU.
• Specific risk adjusted, real term 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.
An impairment of £34.6m was recorded in relation to goodwill
arising on the acquisition of Iberchem's Flavours business. The
assumptions selected and associated sensitivity analysis are
disclosed in note 12.
Excluding the Flavours CGU, 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 Fragrances CGU 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 Fragrances and Flavours businesses,
including their low carbon footprint, the key assumptions were not
materially impacted by the climate change risks and opportunities
set out in the Annual Report on pages 66 to 68. The Group’s
other annual impairment tests were not considered to be
materially impacted by the climate change risks and opportunities.
Given the size of the goodwill balances for the Fragrances and
Flavours CGUs and the carrying values’ sensitivity to underlying
assumptions, small changes in these assumptions could result in
a material adjustment to carrying values in the next financial year.
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
165
165
Financial statements
Group Accounting Policies continued
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 risk adjusted future post-tax
cash flows in real terms discounted to net present value using a
market participant real post-tax discount rate that reflects the time
value of money and size risk premium specific to the CGU. Post-tax
calculations, rather than pre-tax, are used as they are considered
more accurate. For disclosure purposes, pre-tax discount rates are
then back-solved using the equivalent pre-tax cash flows, and
therefore there is no material difference between the calculations on a
pre-tax or post-tax basis. Where required, specific risks associated
with the CGU are adjusted through changes to the future cash flow
projections. 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. There were no acquisitions in 2022. 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.
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 212.
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.
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.
166
166
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Financial statements
Research and development
Research expenditure, undertaken with the prospect of gaining new
scientific, technical or commercial 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. This includes, for example, substantiating potential product
claims for use by our customers. Until the desired outcome of such
work can be proven, at an economic production cost, the market for
a product cannot be said to exist. Furthermore, the Group does not
have the ability to reliably measure the development expenditure
attributable to all projects during development.
Where, however, the recognition criteria are met, intangible assets are
capitalised and amortised over their useful economic lives from
product launch.
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
Cloud computing arrangements are assessed and classified as
either service contracts or intangible assets. Computer software
licences that meet the definition of an intangible asset, 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.
Government grants
The Group recognises government grant income related to assets
when the grant becomes receivable and deducts the income from the
cost of the associated asset. Government grant income is recognised
separately in the Group Statement of Cash Flows.
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
167
167
Financial statements
Group Accounting Policies continued
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.
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.
168
168
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Financial statements
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
Adjusted results 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 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.
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 the gain on business
disposal, discount unwind and fair value adjustment in respect of
contingent consideration, goodwill impairment and property, plant and
equipment impairment. Exceptional items in the prior year related 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),
acquisition costs and fees incurred in preparation of the disposal of
part of the PTIC business. Details can be found in note 3 on pages
173 and 174.
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, the impact of climate
change 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.
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
169
169
Financial statements
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.
170
170
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Financial statements
Environmental, site restoration and other
provisions
The Group is exposed to environmental liabilities relating to its
operations. Provisions are made immediately where a legal or
constructive 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.
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
171
171
Financial statements
Notes to the Group Accounts
1. Segmental analysis
The Group’s sales, marketing and research activities are organised into three global market sectors, being Consumer Care, Life Sciences and
Industrial Specialties. 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
34 to 42.
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
Industrial Specialties
Total Group revenue
Adjusted operating profit
Consumer Care
Life Sciences
Industrial Specialties
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
1 Relates to Consumer Care £60.2m (2021: £20.5m), Life Sciences £9.1m (2021: £7.5m) and Industrial Specialties £1.1m (2021: £2.4m)
2022
£m
Restated
2021
£m
897.8
682.3
509.2
2,089.3
763.0
572.3
554.3
1,889.6
204.7
229.4
81.0
515.1
(70.4)
444.7
188.5
208.5
71.6
468.6
(30.4)
438.2
Following the divestment of the majority of the Performance Technologies and Industrial Chemicals business as announced in the 2022 Interim
Statement, the retained business now forms a new Industrial Specialties sector. Accordingly, the Group has combined the previously reported
segment information for the year ended 31 December 2021 for both Performance Technologies and Industrial Chemicals and shown as
Industrial Specialties. This is aligned with the information that is regularly reported 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 2022
Consumer Care
Life Sciences
Industrial Specialties
Total Group revenue
Revenue 2021 (Restated)
Consumer Care
Life Sciences
Industrial Specialties
Total Group revenue
Europe, Middle
East & Africa
£m
North
America
£m
Latin
America
£m
353.2
297.5
220.0
870.7
300.3
266.3
258.7
825.3
232.5
186.1
111.3
529.9
210.9
167.2
115.1
493.2
91.2
89.8
23.1
204.1
68.6
60.9
24.8
154.3
Depreciation and amortisation (before amortisation of intangible assets arising on acquisition)
Consumer Care
Life Sciences
Industrial Specialties
Total Group
Asia
£m
220.9
108.9
154.8
484.6
183.2
77.9
155.7
416.8
2022
£m
40.4
26.7
19.3
86.4
Total
£m
897.8
682.3
509.2
2,089.3
763.0
572.3
554.3
1,889.6
Restated
2021
£m
31.7
22.1
25.2
79.0
172
172
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Notes to the Group Accounts
Financial statements
1. Segmental analysis
34 to 42.
can be allocated on a reasonable basis.
The Group’s sales, marketing and research activities are organised into three global market sectors, being Consumer Care, Life Sciences and
Industrial Specialties. 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
There is no material trade between segments. Segmental results include items directly attributable to a specific segment as well as those that
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 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 £66.3m (2021: £52.3m), in France is £121.5m (2021: £96.9m), in Germany is
£120.9m (2021: £196.0m), in China is £189.3m (2021: £161.4m), in the US is £491.1m (2021: £455.3m) and the total revenue from external
customers from other countries is £1,100.2m (2021: £927.7m). No single external customer represents more than 5% 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
£177.6m (2021: £208.2m), in the US is £618.4m (2021: £557.1m) and in other countries is £677.4m (2021: £733.6m). 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
2022
£m
101.8
439.1
540.9
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
3. Profit for the year
The Group profit for the year is stated after charging/(crediting):
Depreciation and amortisation (notes 12, 13 & 14)
Goodwill impairment (exceptional) (note 12)
Property, plant and equipment impairment (exceptional) (note 13)
Impairments (non-exceptional)
Staff costs (note 9, 2021 restated)
Redundancy costs (non-exceptional)
Gain on business disposal (exceptional) (note 28)
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
Pension curtailment gain
Goodwill impairment (note 12)
Property, plant and equipment impairment (note 13)
Fair value movement on contingent consideration
Exceptional items – financial costs
Unwind of discount on contingent consideration
Gain on business disposal (note 28)
Exceptional items
Amortisation of intangible assets arising on acquisition
Total adjustments
2022
£m
120.7
34.6
7.6
–
389.9
1.2
(356.0)
1,102.9
15.0
66.3
(4.2)
2.7
2022
£m
–
–
(34.6)
(7.6)
6.1
(1.7)
356.0
318.2
(34.3)
283.9
2021
£m
93.0
407.7
500.7
2021
£m
113.3
–
–
1.1
400.7
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)
Income statement
Revenue
Consumer Care
Life Sciences
Industrial Specialties
Total Group revenue
Adjusted operating profit
Consumer Care
Life Sciences
Industrial Specialties
Total Group operating profit
Revenue 2022
Consumer Care
Life Sciences
Industrial Specialties
Total Group revenue
Revenue 2021 (Restated)
Consumer Care
Life Sciences
Industrial Specialties
Total Group revenue
Consumer Care
Life Sciences
Industrial Specialties
Total Group
1 Relates to Consumer Care £60.2m (2021: £20.5m), Life Sciences £9.1m (2021: £7.5m) and Industrial Specialties £1.1m (2021: £2.4m)
Following the divestment of the majority of the Performance Technologies and Industrial Chemicals business as announced in the 2022 Interim
Statement, the retained business now forms a new Industrial Specialties sector. Accordingly, the Group has combined the previously reported
segment information for the year ended 31 December 2021 for both Performance Technologies and Industrial Chemicals and shown as
Industrial Specialties. This is aligned with the information that is regularly reported 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.
Europe, Middle
East & Africa
£m
North
America
£m
Latin
America
£m
353.2
297.5
220.0
870.7
300.3
266.3
258.7
825.3
232.5
186.1
111.3
529.9
210.9
167.2
115.1
493.2
91.2
89.8
23.1
204.1
68.6
60.9
24.8
154.3
Depreciation and amortisation (before amortisation of intangible assets arising on acquisition)
2,089.3
1,889.6
2022
£m
897.8
682.3
509.2
204.7
229.4
81.0
515.1
(70.4)
444.7
Asia
£m
220.9
108.9
154.8
484.6
183.2
77.9
155.7
416.8
2022
£m
40.4
26.7
19.3
86.4
Restated
2021
£m
763.0
572.3
554.3
188.5
208.5
71.6
468.6
(30.4)
438.2
Total
£m
897.8
682.3
509.2
2,089.3
763.0
572.3
554.3
1,889.6
Restated
2021
£m
31.7
22.1
25.2
79.0
172
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
173
173
Financial statements
Notes to the Group Accounts continued
3. Profit for the year continued
The exceptional items in the current year reflect the gain on business disposal, discount unwind and fair value adjustment both in respect of
contingent consideration, the goodwill impairment of the Group’s Flavours Cash Generating Unit (note 12) and an impairment relating to the
write-off of unusable manufacturing plant in Japan. 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 gain on business disposal and impairment charges have been presented as exceptional due to
their size and one-off nature. The exceptional items in the prior year related to the 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),
acquisition costs and fees incurred in preparation of the disposal of part of the PTIC business.
2022
£m
2021
£m
0.3
1.9
0.2
2.4
2022
£m
3.0
5.9
0.6
0.3
0.9
0.8
2.0
0.5
1.6
1.8
–
–
2.5
2.9
1.2
1.7
0.1
25.8
(2.7)
(2.4)
(5.1)
20.7
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
(1.5)
–
(1.5)
26.7
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
Audit-related assurance and other services including fees payable in relation to the Group's interim review
4. Net financial costs
Financial costs
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 post-retirement benefits
Provision against non-operating loan
Interest on lease liabilities
Other bank loans and overdrafts
Other interest costs
Unwind of discount on contingent consideration (exceptional)
Preference share dividend
Financial income
Bank interest receivable and similar income
Net interest on post-retirement benefits
Net financial costs
174
174
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Notes to the Group Accounts continued
Financial statements
3. Profit for the year continued
The exceptional items in the current year reflect the gain on business disposal, discount unwind and fair value adjustment both in respect of
contingent consideration, the goodwill impairment of the Group’s Flavours Cash Generating Unit (note 12) and an impairment relating to the
write-off of unusable manufacturing plant in Japan. 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 gain on business disposal and impairment charges have been presented as exceptional due to
their size and one-off nature. The exceptional items in the prior year related to the 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),
acquisition costs and fees incurred in preparation of the disposal of part of the PTIC business.
5. Tax
(a) Analysis of tax charge for the year
UK current corporate tax
Overseas current corporate taxes
Current tax
Deferred tax (note 6)
(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% (2021: 19.0%)
Effect of:
Non-taxable gain on business disposal
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
Unutilised tax losses not recognised through deferred tax
Effect of higher overseas tax rates
2022
£m
28.1
100.0
128.1
(1.4)
126.7
22.4
1.1
0.5
24.0
780.0
148.2
(46.1)
(0.1)
(2.9)
5.5
9.7
0.9
11.5
126.7
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
The effective adjusted corporate tax rate before exceptional items of 22.8% (2021: 21.2%) is significantly higher than the UK's standard tax rate
of 19.0%. The reported corporate tax rate after exceptional items is 16.2% (2021: 21.6%).
The reported corporate tax rate after exceptional items includes the tax arising on the gain of the PTIC divestment and associated business
disposal costs. Whilst the gain was subject to tax in the jurisdictions in which business units were sold, a number of local exemptions have
resulted in the overall gain being taxed at a rate significantly lower than the UK's standard tax rate of 19.0%. This has reduced the reported
corporate tax rate after exceptional items in the current year. The impairment of goodwill, also included in exceptional items, is a non-tax-
deductible expense and included within expenses and write-offs not deductible for tax purposes.
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 adjusted 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 UK deferred tax is calculated at 25%. The overseas tax is calculated at the rates prevailing in the respective jurisdictions.
The UK, like many other jurisdictions, will bring into effect its supporting Pillar 2 tax legislation from 31 December 2023. First applicable to the
Group’s 31 December 2024 period end, this legislation will effectively mandate the incurrence of a minimum effective tax rate of 15% (in
aggregate) across each of its trading jurisdictions.
Initial assessments, supported through an appraisal of those preliminary safe harbours communicated by the OECD, validate the Group’s view
that no material tax exposures are expected to arise under this legislation. Notwithstanding this, the Croda Group continues to proactively
monitor developments in this area and has actioned an internal roadmap to ensure the Group is compliant ahead of the first reporting event
(currently 30 June 2026).
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
Audit-related assurance and other services including fees payable in relation to the Group's interim review
4. Net financial costs
Financial costs
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 post-retirement benefits
Provision against non-operating loan
Interest on lease liabilities
Other bank loans and overdrafts
Other interest costs
Unwind of discount on contingent consideration (exceptional)
Preference share dividend
Financial income
Bank interest receivable and similar income
Net interest on post-retirement benefits
Net financial costs
2022
£m
2021
£m
2022
£m
2021
£m
0.3
1.9
0.2
2.4
3.0
5.9
0.6
0.3
0.9
0.8
2.0
0.5
1.6
1.8
–
–
2.5
2.9
1.2
1.7
0.1
0.2
1.4
0.1
1.7
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
–
–
25.8
(2.7)
(2.4)
(5.1)
20.7
28.2
(1.5)
–
(1.5)
26.7
174
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
175
175
Financial statements
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 (charged)/credited 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))
Disposals
Acquisitions
Exchange differences
Net balance brought forward
Net balance carried forward
Deferred tax credited/(charged) through the income statement relates to the following:
Retirement benefit obligations
Accelerated capital allowances
Provisions
Other
2022
£m
2021
£m
3.6
45.2
48.8
(38.5)
10.3
103.9
1.9
74.2
28.5
2.9
211.4
(38.5)
172.9
(4.8)
6.2
(24.0)
8.8
–
(10.9)
(24.7)
(137.9)
(162.6)
0.3
(6.6)
2.1
5.6
1.4
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
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 2023 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 2022, no deferred tax asset has been recognised in respect of £39.1m (2021: £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 £15.8m (2021: £9.3m) 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, £6.7m 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.
176
176
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Notes to the Group Accounts continued
Financial statements
The deferred tax balances included in these accounts are attributable to the following:
2022
£m
2021
£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 (2021: 10.61p) ordinary shares in issue for basic calculation
Deemed issue of potentially dilutive shares
Average number of 10.61p (2021: 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
2022
£m
379.2
283.9
(13.8)
649.3
Number
m
139.4
0.3
139.7
Pence
465.8
272.0
464.8
271.4
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
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 24). 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
2021 interim, paid October 2021
2022 interim, paid October 2022
Final
2020 final, paid June 2021
2021 final, paid June 2022
Preference (paid June and December)
Pence per
share
2022
£m
Pence per
share
2021
£m
–
47.0
–
56.5
103.5
–
65.6
–
78.8
144.4
–
144.4
43.5
–
51.5
–
95.0
60.6
–
71.8
–
132.4
0.1
132.5
The Directors are recommending a final dividend of 61.0p per share, amounting to a total of £85.1m, in respect of the financial year ended
31 December 2022.
Subject to shareholder approval, the dividend will be paid on 26 May 2023 to shareholders registered on 28 April 2023 and has not
been accrued in these financial statements. The total dividend for the year ended 31 December 2022 will be 108.0p per share amounting
to a total of £150.7m.
6. Deferred tax
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
Disposals
Acquisitions
Exchange differences
Net balance brought forward
Net balance carried forward
Retirement benefit obligations
Accelerated capital allowances
Provisions
Other
The movement on deferred tax balances during the year is summarised as follows:
Deferred tax (charged)/credited 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))
Deferred tax credited/(charged) through the income statement relates to the following:
3.6
45.2
48.8
(38.5)
10.3
103.9
1.9
74.2
28.5
2.9
211.4
(38.5)
172.9
(4.8)
6.2
(24.0)
8.8
–
(10.9)
(24.7)
(137.9)
(162.6)
0.3
(6.6)
2.1
5.6
1.4
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
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 2023 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 2022, no deferred tax asset has been recognised in respect of £39.1m (2021: £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 £15.8m (2021: £9.3m) 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, £6.7m 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.
176
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
177
177
Financial statements
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
2022
£m
307.3
3.5
55.5
23.6
1.2
391.1
Restated
2021
£m
288.0
41.3
49.7
21.7
0.8
401.5
2022
Number
2021
Number
3,656
1,311
939
5,906
3,766
1,342
929
6,037
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 2022, the Group had 5,825 (2021: 6,135) employees in total. Prior year post-retirement benefit costs have
been restated to include the £11.2m exceptional curtailment gain.
10. Directors’ and key management compensation
Detailed information concerning Directors’ remuneration, interests and options is shown in section E of the Directors’ Remuneration Report,
which is subject to audit, on pages 130 to 140 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
2022
£m
10.5
0.1
5.9
16.5
2021
£m
8.1
0.1
6.6
14.8
178
178
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
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
10. Directors’ and key management compensation
Detailed information concerning Directors’ remuneration, interests and options is shown in section E of the Directors’ Remuneration Report,
which is subject to audit, on pages 130 to 140 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
307.3
288.0
2022
£m
3.5
55.5
23.6
1.2
Restated
2021
£m
41.3
49.7
21.7
0.8
391.1
401.5
2022
Number
2021
Number
3,656
1,311
939
5,906
3,766
1,342
929
6,037
2022
£m
10.5
0.1
5.9
16.5
2021
£m
8.1
0.1
6.6
14.8
Notes to the Group Accounts continued
Financial statements
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 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
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 2022, the Group had 5,825 (2021: 6,135) employees in total. Prior year post-retirement benefit costs have
been restated to include the £11.2m exceptional curtailment gain.
Remeasurements included in other comprehensive income for:
Defined pension benefits
Post-employment medical benefits
2022
£m
123.2
(23.1)
100.1
110.9
(10.8)
100.1
9.3
0.6
9.9
(84.2)
(4.7)
(88.9)
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)
Defined benefit pension schemes
The Group operates defined benefit pension schemes in the UK, US 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, which remains open to new members, 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 reduces 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
182 and 183.
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 business divestment resulted in a curtailment gain of £3.9m on cessation of defined benefit accrual, primarily within the
Group’s UK pension scheme, which has been recognised in the Group income statement as part of the gain on business disposal. During 2021
the Group's primary Netherlands scheme was converted into a collective defined contribution scheme for both past and future service. This
change resulted in a curtailment gain of £11.2m on the cessation of defined benefit accrual, which was recognised in the Group income
statement as an exceptional item.
178
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
179
179
Financial statements
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
Rest of world
Fair value of schemes’ assets
UK pension scheme
US pension scheme
Rest of world
Net asset in respect of funded schemes
Present value of unfunded obligations
Net asset 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
Business disposal
Interest cost
Remeasurements
Change in demographic assumptions
Change in financial assumptions
Experience 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
Business disposal
Benefits paid out
Exchange differences on overseas schemes
2022
£m
2021
£m
(726.2)
(108.3)
(15.6)
(850.1)
840.1
116.6
12.6
969.3
119.2
(8.3)
110.9
2022
£m
1,318.7
15.9
(3.9)
–
–
(1.8)
30.7
(1.6)
(481.9)
16.8
2.7
(51.3)
14.1
858.4
(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
2021
£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
1,340.1
33.4
1,536.8
20.1
(382.5)
26.9
2.7
11.5
–
(0.3)
(51.3)
15.7
969.3
3.0
13.6
(207.1)
–
(46.8)
(6.4)
1,340.1
As at the balance sheet date, the present value of funded and unfunded retirement benefit obligations comprised approximately £171m in
respect of active employees, £239m in respect of deferred members and £448m in relation to members in retirement.
Total employer contributions to the schemes in 2023 are expected to be £10.9m.
180
180
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Notes to the Group Accounts continued
Financial statements
The actuarial assumptions used to determine the present value of the defined benefit obligations 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
2022
UK
4.8%
3.2%
2.6%
4.6%
3.0%
15.0
9.5
2022
US
5.3%
3.0%
n/a
4.0%
n/a
9.6
9.9
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
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. The UK mortality improvement scale has been updated to CMI2021, in
order to reflect the most recent CMI model with no weighting for 2020 and 2021 experience given uncertainty around the long-term impact of
COVID-19 on life expectancy. 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:
1,318.7
1,554.0
Male
Female
Current age 65
US
20.9
22.8
UK
20.2
23.3
Age 65 in
20 years
US
22.1
23.9
UK
21.5
24.8
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
7.0%
-4.5%
-3.6%
Of increase
-6.3%
4.7%
3.6%
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 14.3 years (2021: 18.1 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
2022
£m
70.1
336.9
56.3
24.2
98.1
60.3
(46.1)
369.5
969.3
2022
%
7%
36%
6%
2%
10%
6%
-5%
38%
100%
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%
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. During September and October 2022 significant volatility in UK interest rates
impacted pensions scheme’s that use LDI funds. The Scheme’s low level of leverage in the LDI portfolio and significant collateral headroom has
meant that the Scheme has remained resilient to this volatility. As a result of market movements, the Scheme’s asset allocation during Q4 2022
was out of line with the target allocation with an overweight position to return seeking assets. The Trustee and investment consultant reviewed
the Scheme’s investments and instructed various trades to rebalance the Scheme’s portfolio towards the target allocation. The increases in
interest rates over the year have seen an improvement in the Scheme’s overall funding position and the Trustee and its advisors are continuing
to review and monitor the situation. 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.
180
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
181
181
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
Rest of world
Fair value of schemes’ assets
UK pension scheme
US pension scheme
Rest of world
Net asset in respect of funded schemes
Present value of unfunded obligations
Net asset 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
Change in demographic assumptions
Change in financial assumptions
Exchange differences on overseas schemes
Movement in fair value of schemes’ assets in the year:
Settlements
Acquisitions
Business disposal
Interest cost
Remeasurements
Experience gains
Contributions paid in
Employee
Benefits paid
Opening balance
Interest income
Remeasurements
Contributions paid in
Employee
Employer
Settlements
Business disposal
Benefits paid out
Return on scheme assets, excluding amounts included in financial expenses
2022
£m
2021
£m
(726.2)
(108.3)
(15.6)
(850.1)
840.1
116.6
12.6
969.3
119.2
(8.3)
110.9
2022
£m
15.9
(3.9)
–
–
(1.8)
30.7
(1.6)
(481.9)
16.8
2.7
(51.3)
14.1
858.4
1,340.1
33.4
(382.5)
2.7
11.5
–
(0.3)
(51.3)
15.7
969.3
(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
2021
£m
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
1,536.8
20.1
26.9
3.0
13.6
(207.1)
–
(46.8)
(6.4)
1,340.1
Exchange differences on overseas schemes
As at the balance sheet date, the present value of funded and unfunded retirement benefit obligations comprised approximately £171m in
respect of active employees, £239m in respect of deferred members and £448m in relation to members in retirement.
Total employer contributions to the schemes in 2023 are expected to be £10.9m.
Financial statements
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 (2021: 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 financial assumptions
Remeasurements – experience gains
Benefits paid
Exchange differences on overseas schemes
2022
£m
10.8
2022
£m
13.5
0.3
0.3
(4.4)
(0.3)
(0.2)
1.6
10.8
2021
£m
13.5
2021
£m
15.1
0.4
0.3
(1.2)
(0.9)
(0.3)
0.1
13.5
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 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 2022 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 2021 the scheme was 150.2% funded.
182
182
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Notes to the Group Accounts continued
Financial statements
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 (2021: 5.0%).
The amounts recognised in the balance sheet in respect of this scheme are as follows:
2022
£m
10.8
2022
£m
13.5
0.3
0.3
(4.4)
(0.3)
(0.2)
1.6
10.8
2021
£m
13.5
2021
£m
15.1
0.4
0.3
(1.2)
(0.9)
(0.3)
0.1
13.5
Movement in present value of retirement benefit obligations in the year:
Present value of unfunded obligations
US scheme
Opening balance
Current service cost
Interest cost
Remeasurements – change in financial assumptions
Remeasurements – experience gains
Benefits paid
Exchange differences on overseas schemes
Pension and medical benefits – risks and volatility
significant of which are detailed below:
Asset volatility
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 deficit will be created. The schemes hold a 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.
A decrease in corporate bond yields will increase scheme liabilities, although this will be partially offset by an increase in the value
Changes in bond yields
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 2022 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 2021 the scheme was 150.2% 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 2021
Exchange differences
Additions
Acquisitions
Disposals and write-offs
Reclassifications from property, plant
and equipment
At 31 December 2021
At 1 January 2022
Exchange differences
Additions
Disposals and write-offs
Reclassifications from property, plant
and equipment
At 31 December 2022
Accumulated amortisation and
impairment losses
At 1 January 2021
Exchange differences
Charge for the year (note 3)
Disposals and write-offs
Reclassifications
At 31 December 2021
At 1 January 2022
Exchange differences
Charge for the year (note 3)
Disposals and write-offs
Impairments
At 31 December 2022
Net carrying amount
At 31 December 2022
At 31 December 2021
At 1 January 2021
Less than
a year
£m
44.0
0.5
44.5
Between
1–2 years
£m
47.2
0.5
47.7
Between
2–5 years
£m
146.1
1.7
147.8
Beyond
5 years
£m
621.1
8.1
629.2
2022
£m
11.3
Goodwill
£m
Software
£m
Technology
processes
£m
Customer
relationships
£m
Trade names
and brands
£m
Other
intangibles
£m
866.7
(34.7)
–
20.0
–
–
852.0
852.0
37.3
–
(10.1)
–
879.2
–
–
–
–
–
–
–
–
–
–
34.6
34.6
844.6
852.0
866.7
35.7
(0.7)
5.5
0.2
(4.0)
(0.3)
36.4
36.4
1.5
2.9
(6.8)
0.4
34.4
19.6
(0.8)
2.7
(0.9)
(0.2)
20.4
20.4
1.3
2.7
(6.5)
–
17.9
16.5
16.0
16.1
154.3
(7.6)
–
6.0
–
(0.1)
152.6
152.6
8.4
6.3
(17.4)
–
149.9
22.2
(1.6)
15.8
–
–
36.4
36.4
2.1
15.5
(7.3)
–
46.7
218.6
(10.2)
–
18.0
–
–
226.4
226.4
15.5
–
–
–
241.9
10.9
(0.7)
12.9
–
–
23.1
23.1
2.0
13.7
–
–
38.8
103.2
116.2
132.1
203.1
203.3
207.7
89.4
(4.5)
–
4.2
–
–
89.1
89.1
5.9
–
–
–
95.0
2.6
(0.1)
5.0
–
–
7.5
7.5
0.6
5.2
–
–
13.3
81.7
81.6
86.8
3.9
(0.1)
0.2
–
–
0.9
4.9
4.9
–
1.8
–
–
6.7
1.6
–
0.6
–
0.2
2.4
2.4
–
0.2
–
–
2.6
4.1
2.5
2.3
Total
£m
858.4
10.8
869.2
2021
£m
7.8
Total
£m
1,368.6
(57.8)
5.7
48.4
(4.0)
0.5
1,361.4
1,361.4
68.6
11.0
(34.3)
0.4
1,407.1
56.9
(3.2)
37.0
(0.9)
–
89.8
89.8
6.0
37.3
(13.8)
34.6
153.9
1,253.2
1,271.6
1,311.7
During the year goodwill was impaired by £34.6m. This impairment is recorded in the income statement on page 159 as an exceptional item
within operating costs and is within the Consumer Care operating business segment. Intangible asset amortisation is also recorded in operating
costs.
182
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
183
183
Financial statements
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.
Following the divestment of the majority of the Performance Technologies and Industrial Chemicals business as announced in the 2022 Interim
Statement, the retained business now forms a new Industrial Specialties sector. Accordingly, the Group has combined the previously reported
operating business segments for the year ended 31 December 2021 for both Performance Technologies and Industrial Chemicals and shown as
Industrial Specialties. The divestment included the disposal of standalone CGUs Ionphase and Rewitec.
The Fragrances CGU includes the goodwill arising on the acquisition of Parfex S.A. ('Parfex') in June 2021. This is in line with the level at which
goodwill is monitored by Management following the integration of Parfex into the Group.
As discussed in the accounting policies note on page 166, 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 but not exceeding the Group's long-term average growth rate, estimated at 3%.
• Discount rate – set using a weighted average cost of capital adjusted for the specific risk profile of each CGU.
• Cash flow projections – based on management's most recent risk-adjusted view of future trading, with assumptions including revenue
growth, operating margins, maintenance capital expenditure and working capital days.
The carrying amount of goodwill is allocated to operating business segments as follows:
Consumer Care
Life Sciences
Industrial Specialties
Standalone
CGUs
£m
370.3
163.3
22.6
556.2
Allocated
goodwill
£m
219.2
69.2
–
288.4
2022
Total
£m
589.5
232.5
22.6
844.6
Standalone
CGUs
£m
385.4
151.2
30.9
567.5
Allocated
goodwill
£m
213.7
69.5
1.3
284.5
Restated
2021
Total
£m
599.1
220.7
32.2
852.0
The allocated goodwill primarily relates to £63m (2021: £59m) associated with the 2020 acquisition of Iberchem as it relates to revenue
synergies with Croda’s existing Consumer Care business and £192m (2021: £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 business segment level. Standalone CGUs operate independently of the Group’s core regional operating
assets, are capable of generating largely independent cash inflows and therefore goodwill relating to standalone CGUS is tested separately for
impairment annually.
For impairment testing performed at an operating business segment level, cash flow projections are based on the Group's current year results
and a growth rate of 3% (an appropriate risk-adjusted 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 9.9% pre-tax
(2021: 8.5%). 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 2022.
Standalone CGUs
The carrying amount of goodwill (post impairment) is allocated to Standalone CGUs as follows:
Incotec
Biosector
Sipo
Ionphase
Rewitec
Avanti
Fragrances
Flavours
Alban Muller
184
184
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
2022
£m
71.2
26.0
22.6
–
–
66.1
269.3
94.4
6.6
556.2
Restated
2021
£m
67.6
24.6
22.1
6.5
2.3
59.0
255.5
123.6
6.3
567.5
Notes to the Group Accounts continued
Financial statements
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.
Following the divestment of the majority of the Performance Technologies and Industrial Chemicals business as announced in the 2022 Interim
Statement, the retained business now forms a new Industrial Specialties sector. Accordingly, the Group has combined the previously reported
operating business segments for the year ended 31 December 2021 for both Performance Technologies and Industrial Chemicals and shown as
Industrial Specialties. The divestment included the disposal of standalone CGUs Ionphase and Rewitec.
The Fragrances CGU includes the goodwill arising on the acquisition of Parfex S.A. ('Parfex') in June 2021. This is in line with the level at which
goodwill is monitored by Management following the integration of Parfex into the Group.
As discussed in the accounting policies note on page 166, 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 but not exceeding the Group's long-term average growth rate, estimated at 3%.
• Discount rate – set using a weighted average cost of capital adjusted for the specific risk profile of each CGU.
• Cash flow projections – based on management's most recent risk-adjusted view of future trading, with assumptions including revenue
growth, operating margins, maintenance capital expenditure and working capital days.
The carrying amount of goodwill is allocated to operating business segments as follows:
Consumer Care
Life Sciences
Industrial Specialties
Standalone
Allocated
goodwill
CGUs
£m
370.3
163.3
22.6
556.2
£m
219.2
69.2
–
288.4
2022
Total
£m
589.5
232.5
22.6
844.6
Standalone
CGUs
£m
385.4
151.2
30.9
567.5
Allocated
goodwill
£m
213.7
69.5
1.3
284.5
Restated
2021
Total
£m
599.1
220.7
32.2
852.0
The allocated goodwill primarily relates to £63m (2021: £59m) associated with the 2020 acquisition of Iberchem as it relates to revenue
synergies with Croda’s existing Consumer Care business and £192m (2021: £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 business segment level. Standalone CGUs operate independently of the Group’s core regional operating
assets, are capable of generating largely independent cash inflows and therefore goodwill relating to standalone CGUS is tested separately for
impairment annually.
For impairment testing performed at an operating business segment level, cash flow projections are based on the Group's current year results
and a growth rate of 3% (an appropriate risk-adjusted 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 9.9% pre-tax
(2021: 8.5%). 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 2022.
Standalone CGUs
The carrying amount of goodwill (post impairment) is allocated to Standalone CGUs as follows:
Incotec
Biosector
Sipo
Ionphase
Rewitec
Avanti
Fragrances
Flavours
Alban Muller
2022
£m
71.2
26.0
22.6
–
–
66.1
269.3
94.4
6.6
556.2
Restated
2021
£m
67.6
24.6
22.1
6.5
2.3
59.0
255.5
123.6
6.3
567.5
For all Standalone CGUs the recoverable amount was based on value in use calculations, including Sipo, which was based on fair value less
cost to sell in the prior year. Cash flow projections have been based on specific risk adjusted estimates for five years taking management's most
recent view of medium-term trading prospects. Unless otherwise stated, cash flow projections assume an appropriate view of past experience,
specifically considering revenue growth in relation to market share, maintaining operating margins, maintenance capital expenditure and working
capital days. Previously Biosector, Fragrances and Flavours cash flow projections were based on 10-year projections that supported the
acquisitions, however these have been refreshed in the year based on management's latest view and capped to a 5-year period to reduce the
risk with longer term forecasting, consistent with other CGU's cash flow projections. Due to the changes in the cash flow projections, where
applicable, comparative growth rates are not presented. Discount rates have been calculated for standalone CGUs considering specific size risk
premiums. Excluding Fragrances and Flavours, discount rates have increased in the year as a result of the independent inputs into the
calculation, predominantly the increase in risk-free rates. Given the diverse geographical spread of the Fragrances and Flavours business, the
risk-free rates has been less impacted by changes in interest rate compared to the Group's other CGUs. The terminal value growth rates and
discount rates applied in these CGU level calculations are set out below:
Incotec
Biosector
Sipo
Avanti
Fragrances
Flavours
Alban Muller
Terminal value
growth rate
2021
3.0%
3.0%
n/a
3.0%
3.0%
3.0%
n/a
2022
3.0%
3.0%
3.0%
3.0%
3.0%
3.0%
3.0%
Pre-tax
discount rate
2021
8.9%
11.0%
n/a
11.0%
10.5%
10.4%
n/a
2022
11.0%
13.6%
12.4%
12.8%
10.6%
10.5%
12.8%
An impairment of £34.6m was recorded in relation to goodwill arising on the acquisition of Iberchem's Flavours business. This principally
reflected the impact of significant cost inflation which was not fully recovered, with future value of the business being behind the acquisition
case. The assumptions underpinning the cash flow projection used in the value in use calculation reflect management's most recent five-year
business plan. These projections use an appropriate view of past experience, specifically that operating margins will improve in the medium to
long-term and sales growth targets will be achieved resulting in approximately 14% compound average growth rates ('CAGR') at a sales level
and 20% EBITDA CAGR over the period.
Excluding Flavours, based on the annual impairment testing performed for all standalone CGUs no impairment has been recognised for the year
ended 31 December 2022 and 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 Fragrances
and Flavours CGUs.
The estimated recoverable amount of the Fragrances CGU exceeded its carrying value by approximately £111m (2021: £17m) 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 EBITDA CAGR (set at
approximately 16%), pre-tax discount rate and long-term growth rate. Sensitivity disclosures for both the Fragrances and Flavours CGUs are set
out below.
Sensitivity to changes in assumptions
The recoverable amount, and therefore level of headroom or impairment charge, is predominantly dependent upon judgements used in arriving
at the cash flow projections, long-term growth rate, and the discount rate. Although it is not management's current expectation, the impact on
the recoverable amount when applying a reasonably possible change in these assumptions would be as follows for the year ended 31
December 2022:
Incremental increase/(decrease) in recoverable amount
Change in pre-tax discount rate by:
Change in long-term growth rates by:
Change in EBITDA compound annual growth rate by:
Sensitivity
Increase
£m
Flavours
Decrease
£m
Sensitivity
Increase
£m
Fragrances
Decrease
£m
1.0%
1.0%
5.0%
(21.1)
28.5
39.8
27.7
(20.0)
(33.9)
1.0%
1.0%
5.0%
(80.0)
109.5
167.1
104.7
(76.8)
(141.3)
The above sensitivity analyses are based on a change in an assumption whilst holding all other assumptions constant. In practice, some of the
assumptions may be correlated.
184
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
185
185
Financial statements
Notes to the Group Accounts continued
13. Property, plant and equipment
Cost
At 1 January 2021
Exchange differences
Additions
Acquisitions
Other disposals and write-offs
Reclassifications to intangible assets
At 31 December 2021
At 1 January 2022
Exchange differences
Additions
Other disposals and write-offs
Reclassifications to intangible assets
At 31 December 2022
Accumulated depreciation and impairment losses
At 1 January 2021
Exchange differences
Charge for the year (note 3)
Other disposals and write-offs
Reclassifications
At 31 December 2021
At 1 January 2022
Exchange differences
Charge for the year (note 3)
Other disposals and write-offs
Impairments
At 31 December 2022
Net book amount
At 31 December 2022
At 31 December 2021
At 1 January 2021
Land and
buildings
£m
Plant and
equipment
£m
256.9
(6.9)
40.2
9.9
(0.6)
(2.6)
296.9
296.9
24.1
16.1
(39.1)
7.2
305.2
83.9
(3.1)
8.5
(0.6)
(0.9)
87.8
87.8
7.5
10.6
(27.4)
–
78.5
226.7
209.1
173.0
1,199.7
(24.6)
112.8
3.1
(8.8)
2.1
1,284.3
1,284.3
94.5
119.8
(373.6)
(7.6)
1,117.4
471.9
(16.0)
54.6
(6.1)
0.9
505.3
505.3
38.8
58.0
(230.1)
7.6
379.6
737.8
779.0
727.8
Total
£m
1,456.6
(31.5)
153.0
13.0
(9.4)
(0.5)
1,581.2
1,581.2
118.6
135.9
(412.7)
(0.4)
1,422.6
555.8
(19.1)
63.1
(6.7)
–
593.1
593.1
46.3
68.6
(257.5)
7.6
458.1
964.5
988.1
900.8
During the current year the Group received government grant funding of £6.1m (2021: £nil) relating to the US cGMP scale up project.
During the year plant and equipment was impaired by £7.6m relating to the write-off of unusable manufacturing plant in Japan. This impairment
is recorded in the income statement on page 159 as an exceptional item within operating costs and is within the Consumer Care (£5.0m) and
Life Sciences (£2.6m) operating business segments.
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
2022
£m
18.8
134.8
153.6
2021
£m
42.8
178.6
221.4
186
186
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Notes to the Group Accounts continued
Accumulated depreciation and impairment losses
13. Property, plant and equipment
Cost
At 1 January 2021
Exchange differences
Additions
Acquisitions
Other disposals and write-offs
Reclassifications to intangible assets
At 31 December 2021
At 1 January 2022
Exchange differences
Additions
Other disposals and write-offs
Reclassifications to intangible assets
At 31 December 2022
At 1 January 2021
Exchange differences
Charge for the year (note 3)
Other disposals and write-offs
Reclassifications
At 31 December 2021
At 1 January 2022
Exchange differences
Charge for the year (note 3)
Other disposals and write-offs
Impairments
At 31 December 2022
Net book amount
At 31 December 2022
At 31 December 2021
At 1 January 2021
Assets under construction
Land and buildings
Plant and equipment
Land and
buildings
£m
Plant and
equipment
£m
256.9
1,199.7
1,456.6
296.9
1,284.3
1,581.2
296.9
1,284.3
1,581.2
305.2
1,117.4
1,422.6
(6.9)
40.2
9.9
(0.6)
(2.6)
24.1
16.1
(39.1)
7.2
83.9
(3.1)
8.5
(0.6)
(0.9)
87.8
87.8
7.5
10.6
(27.4)
–
78.5
226.7
209.1
173.0
(24.6)
112.8
3.1
(8.8)
2.1
94.5
119.8
(373.6)
(7.6)
471.9
(16.0)
54.6
(6.1)
0.9
505.3
505.3
38.8
58.0
(230.1)
7.6
379.6
737.8
779.0
727.8
Total
£m
(31.5)
153.0
13.0
(9.4)
(0.5)
118.6
135.9
(412.7)
(0.4)
555.8
(19.1)
63.1
(6.7)
–
593.1
593.1
46.3
68.6
(257.5)
7.6
458.1
964.5
988.1
900.8
2022
£m
18.8
134.8
153.6
2021
£m
42.8
178.6
221.4
During the current year the Group received government grant funding of £6.1m (2021: £nil) relating to the US cGMP scale up project.
During the year plant and equipment was impaired by £7.6m relating to the write-off of unusable manufacturing plant in Japan. This impairment
is recorded in the income statement on page 159 as an exceptional item within operating costs and is within the Consumer Care (£5.0m) and
Life Sciences (£2.6m) operating business segments.
The value of assets under construction not yet subject to depreciation at 31 December was as follows:
Financial statements
14. Leases
Right of use assets
Cost
At 1 January 2021
Exchange differences
Additions
Remeasurements
Acquisitions
Other disposals and write-offs
At 31 December 2021
At 1 January 2022
Exchange differences
Additions
Remeasurements
Other disposals and write-offs
At 31 December 2022
Accumulated depreciation and impairment losses
At 1 January 2021
Exchange differences
Charge for the year (note 3)
Other disposals and write-offs
At 31 December 2021
At 1 January 2022
Exchange differences
Charge for the year (note 3)
Other disposals and write-offs
At 31 December 2022
Net book amount
At 31 December 2022
At 31 December 2021
At 1 January 2021
Lease liabilities
Lease liabilities included in the Group balance sheet
Current
Non-current
Land and
buildings
£m
Plant and
equipment
£m
91.1
(0.9)
10.1
3.4
0.8
(2.8)
101.7
101.7
6.6
5.1
10.4
(5.1)
118.7
17.5
(0.2)
10.9
(2.3)
25.9
25.9
1.4
11.7
(3.7)
35.3
83.4
75.8
73.6
10.0
(0.4)
7.6
0.1
0.5
(0.6)
17.2
17.2
1.1
3.8
0.4
(2.2)
20.3
3.5
(0.2)
2.3
(0.5)
5.1
5.1
0.4
3.1
(1.8)
6.8
13.5
12.1
6.5
2022
£m
12.9
79.2
92.1
Total
£m
101.1
(1.3)
17.7
3.5
1.3
(3.4)
118.9
118.9
7.7
8.9
10.8
(7.3)
139.0
21.0
(0.4)
13.2
(2.8)
31.0
31.0
1.8
14.8
(5.5)
42.1
96.9
87.9
80.1
2021
£m
12.2
78.3
90.5
A maturity analysis of contractual undiscounted cash flows relating to lease liabilities is presented within note 20.
186
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
187
187
Financial statements
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
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, excluding grant income, 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:
Other investments
2022
£m
2.5
0.3
0.3
0.4
14.8
(0.2)
18.1
2022
£m
17.4
1.0
18.4
2022
£m
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
45.6
1.3
165.9
3.8
216.6
19.3
0.8
106.4
3.7
130.2
2022
£m
3.4
2021
£m
3.3
During the prior 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
2022
£m
–
–
–
2021
£m
0.7
1.1
1.8
188
188
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Notes to the Group Accounts continued
At 31 December the Directors had authorised the following expenditure, excluding grant income, on capital
Expenses relating to low value leases, excluding short-term leases of low value assets
14. Leases continued
Amounts recognised in the Group income statement
Interest on lease liabilities
Expenses relating to short-term leases
Expenses relating to variable lease components
Depreciation 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
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:
Other investments
Share of loss of associate
Impairment of associate
2022
2021
£m
2.5
0.3
0.3
0.4
14.8
(0.2)
18.1
2022
£m
17.4
1.0
18.4
2022
£m
£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
45.6
1.3
165.9
3.8
216.6
19.3
0.8
106.4
3.7
130.2
2022
£m
3.4
2021
£m
3.3
2022
£m
–
–
–
2021
£m
0.7
1.1
1.8
During the prior 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:
Financial statements
17. Inventories
Raw materials
Work in progress
Finished goods
The Group consumed £1,102.9m (2021: £950.7m) 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 material provision has been made is as follows:
Not impaired
Less than three months
Three to six months
Over six months
2022
£m
135.9
45.8
282.3
464.0
2022
£m
320.4
(5.8)
314.6
47.1
14.1
375.8
2022
£m
60.1
8.9
6.0
75.0
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
The provision for impairment of receivables principally relates to customers in unexpectedly difficult economic circumstances. The overdue
receivables against which no material 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.
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
Exchange differences
Charged to income statement
Net write-off of uncollectible receivables
At 31 December
Amounts charged to the income statement are included within administrative expenses.
2022
£m
15.9
130.5
108.7
120.7
375.8
2022
£m
2.9
0.4
2.7
(0.2)
5.8
2021
£m
17.2
112.0
106.4
102.3
337.9
2021
£m
2.5
–
0.4
–
2.9
188
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
189
189
Financial statements
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
2022
£m
120.9
16.9
45.4
131.4
9.9
324.5
2021
£m
133.2
15.7
62.8
132.5
26.1
370.3
All trade payables are payable within one year. Included in the above are balances payable after one year of £nil (2021: £8.5m) contingent
consideration, £3.5m (2021: £3.0m) accruals and deferred income, and £1.0m (2021: £0.8m) other payables. During the period, contingent
consideration has decreased by £6.1m due to fair value movements, £0.7m due to the business divestment and £13.7m due to payments,
increasing by £1.7m for the unwind of discounting and £2.6m for foreign exchange. Fair value movements in the year reflect the revenue
recognised for applicable products to the end of the contracted earn out period being 31 December 2022.
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 44
to 47.
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
€30m 1.08% fixed rate 7 year note
£30m 2.54% fixed rate 7 year note
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
Preference share capital
Lease liabilities
2022
£m
3.4
361.7
365.1
161.8
–
26.5
30.0
42.8
22.6
12.9
296.6
18.0
–
83.0
–
61.9
–
70.0
44.2
65.0
49.8
8.6
0.2
1.1
79.2
481.0
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
During the year the Group’s preference share capital has been reclassified from equity to borrowings and other financial liabilities.
The Group's 2019 Club facility falls due for repayment upon expiry of the agreement in October 2026. Interest is charged on this agreement at a
floating rate based on SONIA, ICE LIBOR or EURIBOR, depending upon the drawdown currency, plus a variable margin. In May 2022, the
Group obtained a new £100m 364 day committed revolving credit facility, the facility remained undrawn and was subsequently cancelled in
November 2022. In July 2022, the Group's existing three-year amortising Term Loan for US$200m was repaid and cancelled. Interest was
charged on this agreement at a floating rate based on ICE LIBOR plus a variable margin. The margin the Group paid on this borrowing over and
above standard rates was determined by the Group's net debt to EBITDA ratio.
190
190
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Notes to the Group Accounts continued
All trade payables are payable within one year. Included in the above are balances payable after one year of £nil (2021: £8.5m) contingent
consideration, £3.5m (2021: £3.0m) accruals and deferred income, and £1.0m (2021: £0.8m) other payables. During the period, contingent
consideration has decreased by £6.1m due to fair value movements, £0.7m due to the business divestment and £13.7m due to payments,
increasing by £1.7m for the unwind of discounting and £2.6m for foreign exchange. Fair value movements in the year reflect the revenue
recognised for applicable products to the end of the contracted earn out period being 31 December 2022.
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 44
to 47.
Assets
Non-current assets – Investments
Current assets – Trade and other receivables (excluding prepayments)
Trade and other payables (excluding taxation, social security, contingent consideration, accruals and deferred
19. Trade and other payables
Trade payables
Taxation and social security
Other payables
Accruals and deferred income
Contingent consideration
Current liabilities
income)
US$200m 3 year term loan due 2023
€30m 1.08% fixed rate 7 year note
£30m 2.54% fixed rate 7 year note
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
Preference share capital
Lease liabilities
2022
£m
120.9
16.9
45.4
131.4
9.9
324.5
2021
£m
133.2
15.7
62.8
132.5
26.1
370.3
2022
£m
3.4
361.7
365.1
161.8
–
26.5
30.0
42.8
22.6
12.9
296.6
18.0
83.0
61.9
–
–
–
70.0
44.2
65.0
49.8
8.6
0.2
1.1
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
–
Financial statements
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
Preference share capital
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
Unsecured bank loans and overdrafts due within one year or on demand
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
2022
£m
2021
£m
99.3
22.6
121.9
12.9
134.8
3.4
264.6
132.7
400.7
1.1
79.2
481.0
14.8
12.3
27.3
55.0
109.4
(17.3)
92.1
2022
£m
101.6
23.5
14.8
139.9
14.3
295.8
143.8
12.3
27.3
55.0
548.5
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
During the year the Group’s preference share capital has been reclassified from equity to borrowings and other financial liabilities.
The Group's 2019 Club facility falls due for repayment upon expiry of the agreement in October 2026. Interest is charged on this agreement at a
floating rate based on SONIA, ICE LIBOR or EURIBOR, depending upon the drawdown currency, plus a variable margin. In May 2022, the
Group obtained a new £100m 364 day committed revolving credit facility, the facility remained undrawn and was subsequently cancelled in
November 2022. In July 2022, the Group's existing three-year amortising Term Loan for US$200m was repaid and cancelled. Interest was
charged on this agreement at a floating rate based on ICE LIBOR plus a variable margin. The margin the Group paid on this borrowing over and
above standard rates was determined by the Group's net debt to EBITDA ratio.
79.2
481.0
78.3
872.9
The analysis above includes estimated interest payable to maturity on the underlying loans. For the loans due after more than one year £10.9m
(2021: £14.9m) of the interest falls due within one year of the balance sheet date, £10.9m (2021: £13.4m) within one to two years, £25.3m
(2021: £33.7m) within two to five years and £6.2m (2021: £13.5m) beyond five years.
190
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
191
191
Financial statements
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 2022
Sterling
US Dollar
Euro
Other
At 31 December 2021
Total
£m
219.9
180.9
141.4
73.6
615.8
336.4
299.0
241.4
59.2
936.0
Fixed
£m
165.0
132.8
132.6
–
430.4
165.0
118.6
125.8
–
409.4
Fixed rate
weighted average
Fixed period
Years
3.3
6.9
3.2
–
4.4
Interest rate
%
2.62
3.73
1.28
–
2.55
2.62
3.73
1.28
–
2.53
4.3
7.9
4.2
–
5.3
Floating
£m
54.9
48.1
8.8
73.6
185.4
171.4
180.4
115.6
59.2
526.6
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
Preference share capital
Forward foreign currency contracts
Book
value
2022
£m
320.6
3.4
(18.0)
–
(83.0)
(26.5)
(61.9)
(30.0)
(70.0)
(44.2)
(65.0)
(49.8)
(51.6)
(22.6)
(9.9)
(1.1)
(1.3)
Fair
value
2022
£m
320.6
3.4
(18.0)
–
(74.4)
(26.3)
(57.8)
(29.7)
(64.8)
(40.1)
(58.1)
(45.4)
(51.6)
(22.6)
(9.9)
(1.1)
(1.3)
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)
–
(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)
–
(2.3)
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.
192
192
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Notes to the Group Accounts continued
Financial statements
20. Borrowings, other financial liabilities and other financial assets continued
Interest rate and currency profile of Group financial liabilities
Financial instruments
Financial instruments measured at fair value use the following hierarchy:
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
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.
At 31 December 2022
At 31 December 2021
Fair values
Sterling
US Dollar
Euro
Other
Sterling
US Dollar
Euro
Other
rate notes.
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
Preference share capital
Forward foreign currency contracts
Total
£m
219.9
180.9
141.4
73.6
615.8
336.4
299.0
241.4
59.2
936.0
Fixed rate
weighted average
Floating
Interest rate
Fixed period
£m
54.9
48.1
8.8
73.6
185.4
171.4
180.4
115.6
59.2
526.6
Fair
value
2022
£m
320.6
3.4
(18.0)
–
(74.4)
(26.3)
(57.8)
(29.7)
(64.8)
(40.1)
(58.1)
(45.4)
(51.6)
(22.6)
(9.9)
(1.1)
(1.3)
%
2.62
3.73
1.28
–
2.55
2.62
3.73
1.28
–
2.53
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)
–
(2.3)
Years
3.3
6.9
3.2
–
4.4
4.3
7.9
4.2
–
5.3
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)
–
(2.3)
Fixed
£m
165.0
132.8
132.6
–
430.4
165.0
118.6
125.8
–
409.4
Book
value
2022
£m
320.6
3.4
(18.0)
–
(83.0)
(26.5)
(61.9)
(30.0)
(70.0)
(44.2)
(65.0)
(49.8)
(51.6)
(22.6)
(9.9)
(1.1)
(1.3)
• 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.
Preference share capital
The authorised, issued and fully paid preference share capital comprises:
615,562 5.9% preference shares of £1 (2021: 615,562)
498,434 6.6% preference shares of £1 (2021: 498,434)
21,900 7.5% preference shares of £1 (2021: 21,900)
2022
£m
0.6
0.5
–
1.1
2021
£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.
Borrowing facilities
As at 31 December 2022, the Group had undrawn committed facilities of £579.3m (2021: £334.4m). In addition, the Group had other undrawn
facilities of £53.1m (2021: £40.1m) available. Of the Group's total committed facilities of £1,122.5m, £1,066.0m expire after 2023. 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. It also reflects the repayments made to the Group's revolving credit facility
and the term loan facility following the business disposal.
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 2022, 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 £27.6m (2021: £29.4m) 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 £162.4m (2021: £156.5m) lower/higher.
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.
192
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
193
193
Financial statements
Notes to the Group Accounts continued
20. Borrowings, other financial liabilities and other financial assets continued
Cash flow hedging
During the year, 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). As at 31 December 2021, 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 were contingent on the successful completion of
the business disposal, were designated as cash flow hedges and provided certainty over approximately 85% of the estimated FX exposure on
these forecast future transactions. The forecast future transactions were completed in the year ended 31 December 2022 and the associated
instruments settled. The cumulative cash flow hedging reserve of £6.5m credit (2021: £3.7m credit) and cost of hedging reserves of £6.0m debit
(2021: £6.0m debit) were reclassified to the income statement and reported within the gain on business disposal. There was no hedge
ineffectiveness recognised in the income statement during the year ended 31 December 2022 (2021: £nil).
The Group also holds forward foreign currency contracts to hedge certain intercompany loans. The contracts are classified as fair value through
profit and loss and had a carrying amount of £1.3m liability at 31 December 2022, reported within trade and other payables. As at 31 December
2022 the gross notional value of intercompany loan hedges was £128.1m (2021: £nil).
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 2.6 years and interest rate of 2.07%. 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 5.1 years and interest rate of 2.49%. 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 2022, approximately 70% of Group borrowings were at fixed rates.
At 31 December 2022, 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 2022, the Group’s fixed rate debt was at a weighted average rate of 2.55% (2021: 2.53%). As at 31 December 2022, the
Group’s floating rate liabilities are based on SONIA, ICE LIBOR or EURIBOR, depending upon the drawdown currency.
Based on the above, had interest rates moved by 100 basis points in the territories where the Group has substantial borrowings, post-tax profits
would have moved by £3.6m (2021: £5.1m) due to a change in interest expense on the Group’s floating rate borrowings.
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 44 to 47.
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 14.1% against a post-tax Weighted Average Cost of Capital (WACC) of 7.5%. The Group’s target is to maintain ROIC at
two to three times WACC over the long-term. 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 2022. Further details can be found in the Finance Review on
pages 44 to 47. 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 48 to 51.
194
194
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Notes to the Group Accounts continued
Financial statements
20. Borrowings, other financial liabilities and other financial assets continued
21. Provisions
Cash flow hedging
During the year, 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). As at 31 December 2021, 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 were contingent on the successful completion of
the business disposal, were designated as cash flow hedges and provided certainty over approximately 85% of the estimated FX exposure on
these forecast future transactions. The forecast future transactions were completed in the year ended 31 December 2022 and the associated
instruments settled. The cumulative cash flow hedging reserve of £6.5m credit (2021: £3.7m credit) and cost of hedging reserves of £6.0m debit
(2021: £6.0m debit) were reclassified to the income statement and reported within the gain on business disposal. There was no hedge
ineffectiveness recognised in the income statement during the year ended 31 December 2022 (2021: £nil).
The Group also holds forward foreign currency contracts to hedge certain intercompany loans. The contracts are classified as fair value through
profit and loss and had a carrying amount of £1.3m liability at 31 December 2022, reported within trade and other payables. As at 31 December
2022 the gross notional value of intercompany loan hedges was £128.1m (2021: £nil).
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 2.6 years and interest rate of 2.07%. 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 5.1 years and interest rate of 2.49%. 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 2022, approximately 70% of Group borrowings were at fixed rates.
At 31 December 2022, aside from the loan notes referred to above, all Group debt and cash was exposed to repricing within 12 months of the
At 31 December 2022, the Group’s fixed rate debt was at a weighted average rate of 2.55% (2021: 2.53%). As at 31 December 2022, the
Group’s floating rate liabilities are based on SONIA, ICE LIBOR or EURIBOR, depending upon the drawdown currency.
Based on the above, had interest rates moved by 100 basis points in the territories where the Group has substantial borrowings, post-tax profits
would have moved by £3.6m (2021: £5.1m) due to a change in interest expense on the Group’s floating rate borrowings.
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
balance sheet date.
Liquidity risk
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 44 to 47.
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 14.1% against a post-tax Weighted Average Cost of Capital (WACC) of 7.5%. The Group’s target is to maintain ROIC at
two to three times WACC over the long-term. 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 2022. Further details can be found in the Finance Review on
pages 44 to 47. 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 48 to 51.
At 1 January 2022
Exchange differences
Remeasurement
Released to the income statement
Charged to the income statement
Cash paid against provisions and utilised
At 31 December 2022
Analysis of total provisions
Current
Non-current
Environmental
£m
5.7
0.4
–
(0.2)
0.9
(1.2)
5.6
Site restoration
£m
–
–
7.9
–
–
–
7.9
Other
£m
3.4
0.6
–
(0.2)
1.1
(0.8)
4.1
2022
£m
6.1
11.5
17.6
Total
£m
9.1
1.0
7.9
(0.4)
2.0
(2.0)
17.6
2021
£m
5.5
3.6
9.1
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.
During the year, site restoration provisions have been made for certain leased sites with an existing obligation to restore the environment or
dismantle assets. The provisions are based on currently available facts and prior experience and are recorded at the estimated amount as at the
balance sheet date.
The Group has also considered the impact of discounting on its provisions and has concluded that, as a consequence of the size of the
provisions and utilisation timescales, the impact is not material.
22. Ordinary share capital
Ordinary shares of 10.61p (2021: 10.61p)
Allotted, called up and fully paid
At 1 January and 31 December – 142,536,884 (2021: 142,536,884) ordinary shares
2022
£m
15.1
2021
£m
15.1
During 2022, options were granted to employees under the Croda International Plc Sharesave Scheme to subscribe for 69,318 ordinary shares
at an option price of 5509p per share. Conditional awards over 121,930 ordinary shares were granted under the Performance Share Plan during
the year and 14,280 under the Free Share Plan. Also granted in the year were 16,914 shares under the Deferred Bonus Share Plan and 6,693
shares under the Restricted Share Plan.
During the year consideration of £3.6m was received on the exercise of options over 90,189 shares. The options were satisfied with shares
transferred from the Group's employee share trusts. Since the year end a further 1,299 shares have been transferred from the trusts. During the
year, the Group purchased 154,115 of its own ordinary shares to satisfy awards under various share-based payment schemes for consideration
of £10.8m.
194
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
195
195
Financial statements
Notes to the Group Accounts continued
22. Ordinary share capital continued
The outstanding options to subscribe for ordinary shares were as follows at the balance sheet date:
Croda International Plc Sharesave Scheme
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
2019
2020
2021
2022
2020
2020
2021
2022
2022
2020
2021
2022
2022
2022
Number of
shares
5,561
50,799
31,694
67,497
105,541
48,447
123,197
121,930
17,160
6,161
7,040
6,356
337
14,120
Price Options exercisable from
3898p
4804p
7327p
5509p
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
1 Nov 2022 to 30 Apr 2023
1 Nov 2023 to 30 Apr 2024
1 Nov 2024 to 30 Apr 2025
1 Nov 2025 to 30 Apr 2026
25 Mar 2023
29 Apr 2023
24 Mar 2024
22 Mar 2025
22 Mar 2025
25 Mar 2023
17 Mar 2024
29 Mar 2025
24 Oct 2025
2 May 2023
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
(Credited)/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
2022
£m
8.7
(5.2)
3.5
2021
£m
10.3
31.0
41.3
8.4
28.0
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.
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
196
196
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
2022
15 Sep 2022
6568p
5509p
646
69,318
Three years
26%
Six months
3.1%
1.6%
7.5% p.a.
1758.1p
Black Scholes
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
Notes to the Group Accounts continued
Financial statements
22. Ordinary share capital continued
The outstanding options to subscribe for ordinary shares were as follows at the balance sheet date:
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)
2022
Weighted
average
exercise
price
5082p
5509p
6340p
4028p
5592p
3898p
6789p
Number
212,421
69,318
(35,999)
(90,189)
155,551
5,561
2.4
Number
230,705
55,474
(11,177)
(62,581)
212,421
4,434
2.4
2021
Weighted
average
exercise
price
4243p
7327p
4524p
4081p
5082p
4144p
9206p
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:
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
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)
2022
15 Sep 2022
6568p
5509p
2,660
243,807
Three years
27%
One month
3.4%
1.6%
7.5% p.a.
1814.7p
Black Scholes
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
2022
Weighted
average
exercise
price
5227p
5509p
5917p
3960p
5778p
6664p
Number
653,245
243,807
(101,670)
(247,676)
547,706
2.0
Number
681,756
202,071
(57,397)
(173,185)
653,245
1.8
2021
Weighted
average
exercise
price
4262p
7327p
4519p
4141p
5227p
9378p
Croda International Plc Sharesave Scheme
Croda International Plc Performance Share Plan (2014)
Croda International Plc Deferred Bonus Share Plan
Croda International Plc Restricted Share Plan
Year
option
granted
Number of
2019
2020
2021
2022
2020
2020
2021
2022
2022
2020
2021
2022
2022
2022
shares
5,561
50,799
31,694
67,497
105,541
48,447
123,197
121,930
17,160
6,161
7,040
6,356
337
14,120
Price Options exercisable from
3898p
4804p
7327p
5509p
1 Nov 2022 to 30 Apr 2023
1 Nov 2023 to 30 Apr 2024
1 Nov 2024 to 30 Apr 2025
1 Nov 2025 to 30 Apr 2026
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
25 Mar 2023
29 Apr 2023
24 Mar 2024
22 Mar 2025
22 Mar 2025
25 Mar 2023
17 Mar 2024
29 Mar 2025
24 Oct 2025
2 May 2023
Croda International Plc Free Share Plan
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
(Credited)/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
2022
£m
8.7
(5.2)
3.5
2021
£m
10.3
31.0
41.3
8.4
28.0
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.
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
2022
2021
15 Sep 2022
16 Sep 2021
6568p
5509p
646
69,318
26%
3.1%
1.6%
Three years
Three years
Six months
Six months
7.5% p.a.
1758.1p
7.5% p.a.
2094.0p
Black Scholes
Black Scholes
9144p
7327p
727
55,474
20%
0.3%
1.0%
196
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
197
197
Financial statements
Notes to the Group Accounts continued
23. Share-based payments continued
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 102 to 140). 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
22 Mar 2022
7390p
67
42,676
Three
years
24%
1.4%
3.45% p.a.
3111p
Closed form
valuation
2022
Non-market
condition
22 Mar 2022
7390p
67
79,254
Three
years
24%
1.4%
3.45% p.a.
7098p
Closed form
valuation
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
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)
2022
Weighted
average
exercise
price
–
–
–
–
–
6870p
Number
426,300
121,930
(14,536)
(134,579)
399,115
1.2
Number
461,005
130,131
(108,077)
(56,759)
426,300
1.3
2021
Weighted
average
exercise
price
–
–
–
–
–
6205p
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. There are no performance conditions applied to the award. The DBSP is also discussed in the Directors’ Remuneration Report (pages
102 to 140).
Grant date
Share price at grant date
Number of employees
Shares under conditional award
Vesting period
2022
22 Mar 2022
7390p
11
16,914
Three years
2021
–
–
–
–
–
198
198
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Notes to the Group Accounts continued
Financial statements
23. Share-based payments continued
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 102 to 140). 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
A reconciliation of option movements over the year is as follows:
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
Outstanding at 1 January
Granted
Forfeited
Exercised
Outstanding at 31 December
102 to 140).
Grant date
Share price at grant date
Number of employees
Shares under conditional award
Vesting period
22 Mar 2022
22 Mar 2022
24 Mar 2021
24 Mar 2021
Market
condition
2022
Non-market
condition
7390p
67
42,676
Three
years
24%
1.4%
7390p
67
79,254
Three
years
24%
1.4%
Market
condition
6401p
68
45,546
Three
years
20%
1.4%
2021
Non-market
condition
6401p
68
84,585
Three
years
20%
1.4%
3.45% p.a.
3.45% p.a.
3.45% p.a.
3.45% p.a.
3111p
7098p
2420p
6136p
Closed form
Closed form
Closed form
Closed form
valuation
valuation
valuation
valuation
2022
Weighted
average
exercise
price
–
–
–
–
–
Number
426,300
121,930
(14,536)
(134,579)
399,115
1.2
Number
461,005
130,131
(108,077)
(56,759)
426,300
1.3
2021
Weighted
average
exercise
price
–
–
–
–
–
–
–
–
–
–
2021
2022
22 Mar 2022
7390p
11
16,914
Three years
For options exercised in year, weighted average share price at date of exercise
6870p
6205p
Weighted average remaining life at 31 December (years)
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. There are no performance conditions applied to the award. The DBSP is also discussed in the Directors’ Remuneration Report (pages
A reconciliation of option movements over the year is as follows:
Outstanding at 1 January
Granted
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)
2022
Weighted
average
exercise
price
–
–
–
–
–
6904p
Number
8,913
16,914
246
(8,913)
17,160
2.3
Number
28,127
–
101
(19,315)
8,913
0.2
2021
Weighted
average
exercise
price
–
–
–
–
–
6205p
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
Dividend yield
Possibility of forfeiture
Fair value per option at grant date
Option pricing model
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)
24 Oct 2022
6646p
1
337
Three years
1.5%
3.45% p.a.
6349p
Closed form
valuation
2022
29 Mar 2022
7795p
57
6,356
Three years
1.3%
3.45% p.a.
7506p
Closed form
valuation
2021
17 Mar 2021
6314p
66
8,621
Three years
1.4%
3.45% p.a.
6049p
Closed form
valuation
2022
Weighted
average
exercise
price
–
–
–
–
–
7260p
Number
20,958
6,693
(1,226)
(6,531)
19,894
1.3
2021
Weighted
average
exercise
price
–
–
–
–
–
6257p
Number
19,288
8,621
(693)
(6,258)
20,958
1.5
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.
198
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
199
199
Financial statements
Notes to the Group Accounts continued
23. Share-based payments continued
Grant date
Share price at grant date
Number of employees
Shares under conditional award
Vesting period
Dividend yield
Possibility of forfeiture
Fair value per option at grant date
Option pricing model
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)
2022
6 Sep 2022
6648p
5,038
50,380
One year
1.6%
7.5% p.a.
6497p
Closed form
valuation
2021
3 Nov 2021
9597p
5,237
52,370
One year
1.0%
7.5% p.a.
9503p
Closed form
valuation
2022
Weighted
average
exercise
price
–
–
–
–
–
7605p
Number
51,580
50,380
(2,470)
(50,160)
49,330
0.3
2021
Weighted
average
exercise
price
–
–
–
–
–
–
Number
–
52,370
(790)
–
51,580
0.3
Croda International Plc Share Incentive Plan (‘SIP’)
The SIP scheme has similar objectives to the Sharesave Scheme in terms of increasing employee retention and share ownership. Under the
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. 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 2022 the QUEST had a net amount due from the Company of
£19.8m (2021: £16.1m) and held 57,216 (2021: 30,640) shares transferred at a nil cost (2021: nil cost) with a market value of £3.8m (2021:
£3.1m). As at 31 December 2022 the CIPEBT was financed by a repayable on demand loan to the Company of £37.8m (2021: £26.9m) and
held 688 (2021: 910) shares transferred at a nil cost (2021: nil cost) with a market value of £0.1m (2021: £0.1m).
As at 31 December 2022 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 2022 and, except for a
nominal amount, the right to receive dividends has been waived.
As at 31 December 2022 the total number of treasury shares held was 2,901,442 (2021: 3,018,203) with a market value of £199.3m
(2021: £303.2m).
25. Non-controlling interests in equity
At 1 January
Exchange differences
Profit for the year
Acquisition of a subsidiary with a non-controlling interest
Acquisition of a non-controlling interest in an existing subsidiary
Adjustment to retained earnings
Issue of share capital
Dividends paid to non-controlling interests
At 31 December
During 2022, the Group purchased an additional 4% share in Parfex S.A. for cash consideration of £1.4m.
200
200
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
2022
£m
12.8
0.4
4.0
–
(1.4)
(0.3)
–
–
15.5
2021
£m
9.3
0.1
2.0
1.6
(0.2)
–
0.2
(0.2)
12.8
Notes to the Group Accounts continued
Financial statements
23. Share-based payments continued
Grant date
Share price at grant date
Number of employees
Shares under conditional award
Vesting period
Dividend yield
Possibility of forfeiture
Fair value per option at grant date
Option pricing model
A reconciliation of option movements over the year is as follows:
Outstanding at 1 January
Granted
Forfeited
Exercised
Outstanding at 31 December
Weighted average remaining life at 31 December (years)
Croda International Plc Share Incentive Plan (‘SIP’)
2022
2021
6 Sep 2022
3 Nov 2021
6648p
5,038
50,380
One year
1.6%
7.5% p.a.
6497p
Closed form
valuation
Closed form
valuation
9597p
5,237
52,370
One year
1.0%
7.5% p.a.
9503p
2021
Weighted
average
exercise
price
–
–
–
–
–
–
2022
Weighted
average
exercise
Number
51,580
50,380
(2,470)
(50,160)
49,330
0.3
price
Number
–
–
–
–
–
52,370
(790)
–
–
51,580
0.3
For options exercised in year, weighted average share price at date of exercise
7605p
The SIP scheme has similar objectives to the Sharesave Scheme in terms of increasing employee retention and share ownership. Under the
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. 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 2022 the QUEST had a net amount due from the Company of
£19.8m (2021: £16.1m) and held 57,216 (2021: 30,640) shares transferred at a nil cost (2021: nil cost) with a market value of £3.8m (2021:
£3.1m). As at 31 December 2022 the CIPEBT was financed by a repayable on demand loan to the Company of £37.8m (2021: £26.9m) and
held 688 (2021: 910) shares transferred at a nil cost (2021: nil cost) with a market value of £0.1m (2021: £0.1m).
As at 31 December 2022 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 2022 and, except for a
nominal amount, the right to receive dividends has been waived.
As at 31 December 2022 the total number of treasury shares held was 2,901,442 (2021: 3,018,203) with a market value of £199.3m
(2021: £303.2m).
25. Non-controlling interests in equity
At 1 January
Exchange differences
Profit for the year
Acquisition of a subsidiary with a non-controlling interest
Acquisition of a non-controlling interest in an existing subsidiary
Adjustment to retained earnings
Issue of share capital
Dividends paid to non-controlling interests
At 31 December
During 2022, the Group purchased an additional 4% share in Parfex S.A. for cash consideration of £1.4m.
2022
£m
12.8
0.4
4.0
–
(1.4)
(0.3)
–
–
15.5
2021
£m
9.3
0.1
2.0
1.6
(0.2)
–
0.2
(0.2)
12.8
26. Related party transactions
The Group has no related party transactions, with the exception of remuneration paid to key management and Directors (note 10).
27. 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 with identifiable net assets of £8.7m, generating goodwill of £6.5m. 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 with identifiable net assets of £23.5m and NCI of £1.6m, generating goodwill of £13.5m. 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 forms part of the Fragrances & Flavours business (part of the Consumer Care sector) alongside Iberchem
acquired in November 2020.
28. Business disposal
On 30 June 2022, the Group completed the disposal of the majority of its Performance Technologies and Industrial Chemicals business for cash
consideration of £651.0m. The divested business comprised four manufacturing facilities, together with associated laboratory facilities and sales
operations, and formed part of Croda’s integrated operating model prior to disposal. The following table summarises the effect of the disposal
on the Group's consolidated financial statements.
Cash consideration received
Intercompany settlement
Assets and liabilities of the divested business
Intangible assets
Property, plant & equipment
Right of use assets
Inventories
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Lease liabilities
Current tax payable
Retirement benefit liabilities
Deferred tax
Net assets
Associated transactions and costs
Pension curtailment gain
Disposal and separation costs
Foreign exchange gains
Reclassification of currency translation
Gain on business disposal before tax
Income tax on business disposal
Gain on business disposal after tax
£m
651.0
(24.1)
626.9
20.2
154.4
1.1
99.7
24.3
9.3
(35.3)
(1.1)
0.3
(1.5)
(8.8)
262.6
3.9
(33.9)
6.9
14.8
356.0
(21.5)
334.5
Disposal and separation costs primarily comprise investment banking fees, legal fees, external consultant support for financial, tax and
operational aspects of the transaction as well as related employee bonuses. The gain on business disposal includes foreign exchange gains that
resulted from the settlement of proceeds and associated intercompany balances across the Group shortly following completion.
Income tax payable on the gain on business disposal has been calculated on a jurisdiction-by-jurisdiction basis, applying the relevant
corporation tax rates and exemptions.
29. Post balance sheet events
Subsequent to 31 December 2022, the Group signed an agreement to acquire Solus Biotech, based in South Korea, for total consideration of
KRW350bn (approximately £232m). The transaction is subject to regulatory approval and had no impact on the Group’s 2022 financial
statements.
200
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
201
201
Financial statements
Company Financial Statements
Company Balance Sheet
at 31 December 2022
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
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 £505.9m (2021: £2.2m)
The financial statements on pages 202 to 207 were approved by the Board on 27 February 2023 and signed
on its behalf by
Dame Anita Frew DBE
Chair
Jez Maiden
Group Finance Director
Registered in England number 206132
202
202
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Note
D
E
F
K
G
H
I
J
H
J
J
2022
£m
0.6
1.2
2021
£m
0.8
1.3
1,411.1
5.6
1,418.5
1,385.6
0.8
1,388.5
1,318.9
0.1
176.1
1,495.1
1,373.2
0.4
15.9
1,389.5
(74.0)
(56.5)
(130.5)
1,364.6
(76.1)
–
(76.1)
1,313.4
2,783.1
2,701.9
(1.2)
(242.2)
(243.4)
(0.2)
(525.2)
(525.4)
2,539.7
2,176.5
15.1
–
15.1
707.7
1,816.9
2,539.7
15.1
1.1
16.2
707.7
1,452.6
2,176.5
Company Financial Statements
Company Balance Sheet
at 31 December 2022
Fixed assets
Intangible assets
Tangible assets
Investments
Shares in Group undertakings
Retirement benefit assets
Current assets
Debtors
Deferred tax asset
Cash and cash equivalents
Creditors: Amounts falling due within one year
Current liabilities
Borrowings
Net current assets
Total assets less current liabilities
Non-current liabilities
Deferred tax liability
Borrowings
Net assets
Capital and reserves
Ordinary share capital
Preference share capital
Called up share capital
Share premium account
Reserves1
Total shareholders’ funds
on its behalf by
Dame Anita Frew DBE
Jez Maiden
Chair
Group Finance Director
Registered in England number 206132
1 Included within Reserves is profit after tax of £505.9m (2021: £2.2m)
The financial statements on pages 202 to 207 were approved by the Board on 27 February 2023 and signed
Note
D
E
F
K
G
H
I
J
H
J
J
2022
£m
0.6
1.2
5.6
2021
£m
0.8
1.3
0.8
1,411.1
1,385.6
1,418.5
1,388.5
1,318.9
1,373.2
0.1
176.1
0.4
15.9
1,495.1
1,389.5
(74.0)
(56.5)
(130.5)
1,364.6
(76.1)
–
(76.1)
1,313.4
2,783.1
2,701.9
(1.2)
(242.2)
(243.4)
(0.2)
(525.2)
(525.4)
2,539.7
2,176.5
15.1
–
15.1
707.7
1,816.9
2,539.7
15.1
1.1
16.2
707.7
1,452.6
2,176.5
Company Statement of Changes in Equity
for the year ended 31 December 2022
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
Total equity at 31 December 2021
At 1 January 2022
(Loss)/profit for the year attributable to equity shareholders
Other comprehensive income
Transactions with owners:
Dividends on equity shares
Share-based payments
Transactions in own shares
Total transactions with owners
Share
capital
£m
16.2
Share
premium
account
£m
707.7
Capital
redemption
reserve
£m
0.9
Note
Revaluation
reserve
£m
2.1
Other
reserves
£m
Retained
earnings
£m
– 1,563.1
Total
£m
2,290.0
8
8
–
–
–
–
–
–
–
–
–
–
–
–
16.2
707.7
16.2
707.7
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
0.9
0.9
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(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)
2.1
(0.2) 1,449.8
2,176.5
2.1
(0.2) 1,449.8
2,176.5
(0.9)
–
–
0.2
505.9
1.8
505.0
2.0
–
–
–
–
–
–
–
–
–
–
(144.4)
9.0
(7.3)
(142.7)
(144.4)
9.0
(7.3)
(142.7)
–
(1.1)
Preference share capital reclassification
(1.1)
Total equity at 31 December 2022
15.1
707.7
0.9
1.2
– 1,814.8
2,539.7
Other reserves include the Hedging Reserve of £nil (2021: £4.0m) and the Cost of Hedging Reserve of £nil (2021: £(4.2)m). During the year the
Group’s preference share capital has been reclassified from equity to borrowings and other financial liabilities.
Of the retained earnings, £1,226.4m (2021: £852.7m) are realised and £588.4m (2021: £597.1m) are unrealised. Details of investments in own
shares are disclosed in note 24 of the Group financial statements.
202
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
203
203
Financial statements
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 202 to 207 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 164 to 171,
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 193 and 194.
B. Profit and loss account
Of the Group’s profit for the year, £505.9m (2021: £2.2m) is included in the profit and loss account of the Company which was approved by the
Board on 27 February 2023 but which is not presented as permitted by Section 408 Companies Act 2006.
Included in the Company profit and loss account is a profit before tax and fees on the disposal of Equus UK Topco Limited (PTIC business) of
£6.5m (2021: £nil). Also included is £522.9m (2021: £25.4m) income from shares in Group undertakings, partly related to the PTIC business
disposal, and a charge of £0.3m (2021: £0.2m) 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
2022
£m
15.8
5.4
2.4
1.6
25.2
2021
£m
13.1
5.9
1.9
0.8
21.7
2022
Number
2021
Number
28
45
73
21
41
62
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 2022, the Company had 77 (2021: 69) employees in total.
Detailed information concerning Directors’ remuneration, interests and options is shown in section E of the Directors’ Remuneration Report,
which is subject to audit, on pages 130 to 140 which forms part of the Annual Report and Accounts.
204
204
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Notes to the Company Financial Statements
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
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.
Authority.
Going concern
The financial statements which appear on pages 202 to 207 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 164 to 171,
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 193 and 194.
B. Profit and loss account
Of the Group’s profit for the year, £505.9m (2021: £2.2m) is included in the profit and loss account of the Company which was approved by the
Board on 27 February 2023 but which is not presented as permitted by Section 408 Companies Act 2006.
Included in the Company profit and loss account is a profit before tax and fees on the disposal of Equus UK Topco Limited (PTIC business) of
£6.5m (2021: £nil). Also included is £522.9m (2021: £25.4m) income from shares in Group undertakings, partly related to the PTIC business
disposal, and a charge of £0.3m (2021: £0.2m) 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
2022
£m
15.8
5.4
2.4
1.6
25.2
28
45
73
2021
£m
13.1
5.9
1.9
0.8
21.7
21
41
62
2022
Number
2021
Number
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 2022, the Company had 77 (2021: 69) employees in total.
Detailed information concerning Directors’ remuneration, interests and options is shown in section E of the Directors’ Remuneration Report,
which is subject to audit, on pages 130 to 140 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
D. Intangible assets
Cost
At 1 January 2022
At 31 December 2022
Accumulated amortisation
At 1 January 2022
Charge for the year
At 31 December 2022
Net carrying amount
At 31 December 2022
At 31 December 2021
E. Tangible assets
Cost
At 1 January 2022
Disposals
At 31 December 2022
Accumulated depreciation
At 1 January 2022
Charge for the year
Disposals
At 31 December 2022
Net book amount
At 31 December 2022
At 31 December 2021
F. Shares in Group undertakings
Cost
At 1 January 2022
Exchange differences
Additions
Disposals
Amounts repaid
Amounts invested
At 31 December 2022
Impairment
At 1 January 2022
Impairment in the year
At 31 December 2022
Net book value
At 31 December 2022
At 31 December 2021
Computer
software
£m
1.8
1.8
1.0
0.2
1.2
0.6
0.8
Total
£m
3.8
(0.1)
3.7
2.5
0.1
(0.1)
2.5
1.2
1.3
Total
£m
1,414.9
6.9
320.7
(62.0)
(240.6)
0.5
1,440.4
29.3
–
29.3
Land and
buildings
£m
Plant and
equipment
£m
2.2
–
2.2
1.5
–
–
1.5
0.7
0.7
Shares
£m
1,115.9
–
65.8
(62.0)
–
–
1,119.7
27.8
–
27.8
1.6
(0.1)
1.5
1.0
0.1
(0.1)
1.0
0.5
0.6
Loans
£m
299.0
6.9
254.9
–
(240.6)
0.5
320.7
1.5
–
1.5
1,091.9
1,088.1
319.2
297.5
1,411.1
1,385.6
204
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
205
205
The undertakings which affect the financial statements are listed on pages 208 to 210.
Additions to shares in the year of £0.5m relate to the continued investment in Cowick Insurance Services Ltd, £3.3m of capital contributions in
relation to share-based payments and a £62.0m investment in Equus UK Topco Limited prior to disposal on 30 June 2022.
The Directors believe that the carrying value of the investments is supported by their underlying net assets or forecast cash generation.
Financial statements
Notes to the Company Financial Statements continued
G. Debtors
Amounts owed by Group undertakings
Trade and other receivables
Corporation tax
Prepayments
2022
£m
1,287.1
5.0
25.0
1.8
1,318.9
2021
£m
1,325.2
–
46.4
1.6
1,373.2
Although the amounts owed by Group undertakings have no fixed date of repayment, £1,279.6m (2021: £1,324.6m) is expected to be collected
after one year. Of the amount at 31 December 2022, £1,279.0m will continue to attract interest from 1 January 2023 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
Provisions
The movement on deferred tax balances during the year is summarised as follows:
At 1 January
Deferred tax credited through the profit and loss account
Deferred tax charged to other comprehensive income
At 31 December
2022
£m
(1.2)
–
0.1
(1.1)
0.2
0.1
(1.4)
(1.1)
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
2022
£m
0.4
1.6
56.0
3.8
12.2
74.0
2021
£m
(0.2)
0.4
–
0.2
0.1
0.3
(0.2)
0.2
2021
£m
0.5
2.2
54.6
3.3
15.5
76.1
The amounts owed to Group undertakings are interest free, unsecured and have no fixed date of repayment.
J. Borrowings
The Company’s objectives, policies and strategies in respect of financial instruments are outlined in the accounting policies note on page 170
which forms part of the Annual Report and Accounts. Short-term receivables and payables have been excluded from all of the following
disclosures.
206
206
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Notes to the Company Financial Statements continued
G. Debtors
Amounts owed by Group undertakings
Trade and other receivables
Corporation tax
Prepayments
H. Deferred tax
Retirement benefit obligations
Cash flow hedging
Provisions
Amounts falling due within one year
Trade payables
Taxation and social security
Amounts owed to Group undertakings
Other payables
Accruals and deferred income
J. Borrowings
disclosures.
Although the amounts owed by Group undertakings have no fixed date of repayment, £1,279.6m (2021: £1,324.6m) is expected to be collected
after one year. Of the amount at 31 December 2022, £1,279.0m will continue to attract interest from 1 January 2023 at a floating rate based on
the main facility agreement. The remainder will continue to be interest free.
The deferred tax (liabilities)/assets included in the balance sheet are attributable to the following:
The movement on deferred tax balances during the year is summarised as follows:
Deferred tax credited through the profit and loss account
Deferred tax charged to other comprehensive income
At 1 January
At 31 December
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
The amounts owed to Group undertakings are interest free, unsecured and have no fixed date of repayment.
The Company’s objectives, policies and strategies in respect of financial instruments are outlined in the accounting policies note on page 170
which forms part of the Annual Report and Accounts. Short-term receivables and payables have been excluded from all of the following
1,287.1
1,325.2
1,318.9
1,373.2
2022
£m
5.0
25.0
1.8
2022
£m
(1.2)
–
0.1
(1.1)
0.2
0.1
(1.4)
(1.1)
2022
£m
0.4
1.6
56.0
3.8
12.2
74.0
2021
£m
–
46.4
1.6
2021
£m
(0.2)
0.4
–
0.2
0.1
0.3
(0.2)
0.2
2021
£m
0.5
2.2
54.6
3.3
15.5
76.1
Financial statements
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
Preference share capital
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
Preference share capital
2022
£m
–
26.5
61.9
30.0
70.0
44.2
65.0
1.1
298.7
56.5
56.5
241.1
–
1.1
242.2
2021
£m
234.4
25.2
58.7
30.0
70.0
41.9
65.0
–
525.2
–
–
418.3
106.9
–
525.2
During the current year, the Company's preference share capital has been reclassified from equity to borrowings and other financial liabilities.
K. Post-retirement benefits
In line with the requirements of FRS 101, the Company recognises its share of the UK pension scheme assets, liabilities, income statement
(charges)/credits and OCI movements 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 179 to 183. The table below shows the movement in the obligation during the
year.
Opening balance:
Assets
Liabilities
Net opening retirement benefit asset/(liability)
Movements in the year:
Service cost – current
Interest income
Contributions
Remeasurements
Closing balance
2022
£m
56.5
(55.7)
0.8
(0.6)
0.1
1.5
3.8
5.6
2021
£m
56.0
(56.7)
(0.7)
(0.8)
–
0.8
1.5
0.8
L. Share-based payments
The total charge for the year in respect of share-based remuneration schemes was £5.4m (2021: £5.9m). 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 £153.5m (2021: £272.3m).
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 26 on page 201 of the Group
financial statements.
206
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
207
207
Financial statements
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.
Incorporated in China
Unit 701-703, 7th Floor, Building C, No.3 Linhong Road, Changning
District, 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)
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
Westeinde 107, 1601 BL Enkhuizen
AM Coatings BV (v) (viii)
Croda EU BV (ix)
Incotec Europe B.V. (vii)
Incotec Group B.V. (i) (ix)
Incotec Holding B.V. (ix)
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)
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)
208
208
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Related undertakings
Other Information
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 701-703, 7th Floor, Building C, No.3 Linhong Road, Changning
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)
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
District, 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
Guangzhou, China
Co., Ltd (vi) (viii)
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
Westeinde 107, 1601 BL Enkhuizen
AM Coatings BV (v) (viii)
Croda EU BV (ix)
Incotec Europe B.V. (vii)
Incotec Group B.V. (i) (ix)
Incotec Holding B.V. (ix)
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 – Avenida Mercedes Benz, 679, Distrito Industrial,
Campinas, São Paulo, CEP 13.054-750
Iberchem Brazil Industria 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)
Germany – Herrenpfad Süd 33, 41334 Nettetal
Croda GmbH (vii)
Sederma GmbH (vii)
Guernsey – PO Box 33, Dorey Court, Admiral Park, St Peter Port,
GY1 4AT
Cowick Insurance Services Ltd (i) (xii)
Hong Kong – Room 908, East Ocean Centre, No.9 Science
Museum Road, Tsim Sha Tsui, East Kowloon
Croda Hong Kong Company Ltd (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 Private Limited (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 – 305 (Suite1) Block E, Phileo Damansara 1, 9, Jalan
16/11, Off Jln Damansara, 46350 PJ, Selangor
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)
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)
208
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
209
209
Other information
Related undertakings continued
Incorporated in other overseas countries ccoonnttiinnuueedd
Russian Federation – Office 1333, 16 Raketnyi bulvar, Moscow,
129164
Croda RUS LLC
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)
Spain – Carrer Pujades, 350 planta 10, 08019 Barcelona
Croda Ibérica SA (vii)
Spain – Avenida del Descubrimiento, Parcela 9/9, Polígono I,
30820 Alcantarilla, Murcia
Fragrance Spanish Topco, S.L. (ix)
Iberchem SAU (vii)
Sweden – Geijersgatan 2B, 216 18 Limhamn
Croda Nordica AB (vii)
MX Adjuvac AB (xiii)
Thailand – 319 Chamchuri Square Building, 16th Floor, Unit 13-
14, Payathai Road, Patumwan, Bangkok 10330
Croda (Thailand) Co., Ltd (i) (vii)
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)
Non-wholly owned subsidiaries, associates and
investments:
Incorporated in the UK
3 Huxley Road, Surrey Research Park, Guildford, GU2 7RE
SiSaf Ltd
3.79%
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%
France – 51 avenue Louison Bobet, 06130 Grasse
Parfex (vii)
99.47%
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%
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%
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)
Turkey – Ye iltepe Mahallesi smetinönü-2 Cad. No:2/57
Tepeba i, Eski ehir
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%
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)
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
210
210
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Related undertakings continued
Shareholder information
Other Information
Incorporated in other overseas countries ccoonnttiinnuueedd
Non-wholly owned subsidiaries, associates and
Singapore – 2 International Business Park, #04-06 The Strategy
Incorporated in other overseas countries
Russian Federation – Office 1333, 16 Raketnyi bulvar, Moscow,
129164
Croda RUS LLC
Singapore – 30 Seraya Avenue, Singapore 627884
Croda Singapore Pte Ltd (i) (v) (vii)
(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)
Spain – Carrer Pujades, 350 planta 10, 08019 Barcelona
Croda Ibérica SA (vii)
Spain – Avenida del Descubrimiento, Parcela 9/9, Polígono I,
30820 Alcantarilla, Murcia
Fragrance Spanish Topco, S.L. (ix)
Iberchem SAU (vii)
Sweden – Geijersgatan 2B, 216 18 Limhamn
Croda Nordica AB (vii)
MX Adjuvac AB (xiii)
investments:
Incorporated in the UK
3 Huxley Road, Surrey Research Park, Guildford, GU2 7RE
SiSaf Ltd
3.79%
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%
France – 51 avenue Louison Bobet, 06130 Grasse
Parfex (vii)
Indonesia – Pusat Niaga Terpadu, JI. Daan Mogot Raya Km 19, 6
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
Thailand – 319 Chamchuri Square Building, 16th Floor, Unit 13-
PT Inti Berkah Chemindo (viii)
14, Payathai Road, Patumwan, Bangkok 10330
Croda (Thailand) Co., Ltd (i) (vii)
Spain – Avenida de Holanda, Parcela 12/14, Polígono Industrial Las
Salinas, 30840 Alhama de Murcia, Murcia
Thailand – No. 41/87 Moo 6 Bangna Trad Road Km. 16.5, Bangcha
Scentium Flavours, S.L. (vii)
long-Sub District, Bangplee District, 10540 Bangkok,
Samutprakarn Province
Iberchem Thailand Ltd (vii)
Sweden – Scheelevägen 22, 22363 Lund
Enza Biotech AB (xiii)
Turkey – Nidakule Göztepe Is¸ Merkezi, Merdivenköy Mahallesi,
Bora Sokak, No: 1 Kat:2/5 Kadıköy 34732, Istanbul
Croda Kimya Ticaret Limited Şirketi (vii)
BP 69, 2055 Ben Arous
Iberchem Tunisie S.A.R.L. (vii)
Tunisia – 39, rue Jamel Abdennaceur, Z.I. Borj Cédria, Bir El Bey,
United Arab Emirates – P. O. BOX 17916, Office 1209, 1210 & 1211,
12th Floor, Jafza One, Tower B, Jebel Ali Free Zone, Dubai
Tepeba i, Eski ehir
Turkey – Ye iltepe Mahallesi smetinönü-2 Cad. No:2/57
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%
Croda Middle East FZE (vii)
Vietnam – Room # 606A, Floor 6th, Centre Point Building 106
Nguyen Van Troi Street, Ward 8, Phu Nhuan District,
The Representative Office of Croda Singapore Pte Ltd in
Ho Chi Minh City
Ho Chi Minh City (ii) (vii)
Zimbabwe – 4a Knightsbridge Crescent, Highlands, Harare
Croda Chemicals Zimbabwe Pvt Ltd (viii)
Companies owned directly by Croda International Plc
Classifications Key
Branch office
A Ordinary
(iv). B Ordinary
(i).
(ii).
(iii).
(v).
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
2023 Annual General Meeting
2022 Final ordinary dividend payment
2023 Half year results announcement
26 April 2023
26 May 2023
25 July 2023
2023 Interim ordinary dividend payment
3 October 2023
2023 Preference dividend payments
30 June 2023
2023 Full year results announcement
27 February 2024
31 December 2023
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 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 2022, or last date
traded*, were as follows:
Ordinary shares
5.9% preference shares
6.6% preference shares
6663p
88.5p*
96.5p*
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.
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
Scams are increasingly sophisticated.
Fraudsters can be articulate and financially
knowledgeable, with credible websites,
testimonials and materials that are hard to
distinguish from the real thing.
210
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
211
211
Other information
Shareholder information continued
How to avoid scams
• Treat all unexpected calls, emails and text
messages with caution. Don’t assume
they’re genuine, even if the person
seems to know some basic information
about you.
• Don’t be pressured into acting quickly.
A genuine bank or financial services
firm won’t mind waiting if you want
time to think.
• Never give out your bank account or
credit card details unless you are certain
who you are dealing with.
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
PXS1, Central Square
29 Wellington Street, Leeds, LS1 4DL
• If you’re buying a financial product such
Tel:
0371 664 0300 (from UK)
+44 (0) 371 664 0300
(from overseas)
as a loan, insurance, investment or
pension, only deal with an FCA-authorised
firm – check the FS Register to see if the
firm is registered. Always access the
Register from the FCA website, rather
than through links in emails or on a firm’s
website (it might be part of the scam).
• Double-check the URL and contact
details of a firm in case it’s a ‘clone firm’
pretending to be a real firm, such as your
bank or a genuine investment firm.
• Check the list of unauthorised firms and
individuals the FCA have received
complaints about. If the firm isn’t on their
list, don’t assume it’s legitimate – it may
not have been reported to them yet.
• Check your bank account and credit
card statements regularly.
• Don’t give access to your device by
downloading software or an app from a
source you don’t trust. Scammers may
be able to view, take control of your
device and access your bank account.
• 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.
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.
+ 44 (0)1484 601512
Fax:
Website: www.linkgroup.eu
Email:
shareholderenquiries@linkgroup.co.uk
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
212
212
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Shareholder information continued
How to avoid scams
Secretary and Registered Office
• Treat all unexpected calls, emails and text
Tom Brophy (Company Secretary)
messages with caution. Don’t assume
Cowick Hall, Snaith, Goole, East Yorkshire
they’re genuine, even if the person
DN14 9AA
seems to know some basic information
Tel: +44 (0)1405 860551
Fax: +44 (0)1405 861767
Website: www.croda.com
Registered in England number 206132
Registrars
Link Group
PXS1, 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:
+ 44 (0)1484 601512
Website: www.linkgroup.eu
Email:
shareholderenquiries@linkgroup.co.uk
Independent Auditors
KPMG LLP
15 Canada Square, London, E14 5GL
Principal Financial Advisers
Morgan Stanley & Co. International plc
Principal Solicitors
Stockbrokers
Morgan Stanley & Co. International plc
HSBC Bank plc
Financial PR Advisers
Teneo
about you.
• Don’t be pressured into acting quickly.
A genuine bank or financial services
firm won’t mind waiting if you want
time to think.
• Never give out your bank account or
credit card details unless you are certain
who you are dealing with.
• If you’re buying a financial product such
as a loan, insurance, investment or
pension, only deal with an FCA-authorised
firm – check the FS Register to see if the
firm is registered. Always access the
Register from the FCA website, rather
than through links in emails or on a firm’s
website (it might be part of the scam).
• Double-check the URL and contact
details of a firm in case it’s a ‘clone firm’
pretending to be a real firm, such as your
bank or a genuine investment firm.
• Check the list of unauthorised firms and
individuals the FCA have received
complaints about. If the firm isn’t on their
list, don’t assume it’s legitimate – it may
not have been reported to them yet.
• Check your bank account and credit
card statements regularly.
• Don’t give access to your device by
downloading software or an app from a
source you don’t trust. Scammers may
be able to view, take control of your
• 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.
device and access your bank account.
Freshfields Bruckhaus Deringer LLP
Other Information
Five year record
Earnings
Turnover
Covenant EBITDA4
Depreciation and amortisation
Share-based payments and loss on associates
Impact of acquisitions or disposals
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
2022
£m
2,089.3
560.0
(86.4)
(3.5)
45.0
515.1
496.1
653.3
649.3
24.7
22.8
Pence
272.0
108.0
Times
0.5
24.2
2022
£m
2,318.0
464.0
375.8
(324.5)
2,833.3
(207.1)
100.1
2,726.3
2,415.6
15.5
2,431.1
295.2
2,726.3
2021
£m
1,889.6
591.4
(79.0)
(42.0)
(1.8)
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
(68.2)
(14.7)
(30.8)
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
(57.6)
(5.9)
0.3
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
(50.1)
(15.3)
(0.7)
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
2022
£m
397.9
2021
£m
369.2
2020
£m
242.6
2019
£m
252.8
2018
£m
258.2
2,726.3
2,589.1
2,395.6
1,416.3
1,423.5
84.8
104.9
2,916.0
2,813.0
14.1
7.5
(211.0)
186.9
50.2
70.6
2,709.9
2,596.0
14.2
6.4
(166.1)
203.1
50.2
36.3
2,482.1
1,665.6
14.6
50.2
22.7
1,489.2
1,488.9
17.0
6.2
(103.3)
139.3
6.2
(92.3)
160.5
50.2
14.8
1,488.5
1,343.6
19.2
5.1
(68.5)
189.7
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 or disposals in the period
The five year record is presented based on the applicable accounting standards at the relevant reporting date.
212
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
Croda International Plc Annual Report and Accounts 2022
213
213
Other information
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
CEO
CFO
CGU
CIPEBT
Code
CO2
CO2e
Constant
currency
CPI
CPS
D&I
DRIP
DBSP
EBITDA
EBT
EPS
ESG
EU
EVA
F&F
FCA
FRC
FRS
FSP
FTSE
GDPR
GHG
Scope 1
emissions
Scope 2
emissions
Scope 3
emissions
GMP
GRI
HMRC
Career Average Revalued Earnings
Chief Executive Officer
Chief Financial Officer
Cash Generating Unit
Croda International Plc Employee Benefit Trust
Financial Reporting Council’s 2018 UK Corporate
Governance Code
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
Consumer Price Index
Croda Pension Scheme
Diversity & Inclusion
Dividend Reinvestment Plan
Deferred Bonus Share Plan
Earnings Before Interest, Taxation, Depreciation
and Amortisation
Employee Benefit Trust
Earnings per share
Environmental, Social and Governance
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
Global Reporting Initiative
HM Revenue & Customs
IFRS
IP
ISO
ISSB
IT
KPI
LDG
LDI
M&A
Market
sectors
mRNA
NCI
Net debt
NGO
NPP
PSP
PTIC
International Financial Reporting Standards
Intellectual Property
International Organization for Standardization
International Sustainability Standards Board
Information Technology
Key Performance Indicator
Leadership Development Group
Liability driven investment
Mergers and acquisitions
Consumer Care, Life Sciences, Industrial Specialties
Messenger ribonucleic acid
Non-controlling interest
Borrowings and other financial liabilities less cash
and cash equivalents
Non-governmental Organisation
New and protected products
Performance Share Plan
Performance Technologies & Industrial Chemicals
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
SR
STEM
TCFD
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
Sustainability Report
Science, technology, engineering and mathematics
Task Force on Climate-related Financial Disclosures
Te
TeCO2e
TRIR
TSR
WACC
WHO
Tonnes
Tonnes carbon dioxide equivalent
Total Recordable Injury Rate
Total shareholder return
Weighted Average Cost of Capital
World Health Organization
214
Croda International Plc Annual Report and Accounts 2022
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
Edixion 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
A
n
n
u
a
l
R
e
p
o
r
t
a
n
d
A
c
c
o
u
n
t
s
2
0
2
2
A
n
n
u
a
l
R
e
p
o
r
t
a
n
d
A
c
c
o
u
n
t
s
2
0
2
2