Cushman & Wakefield
Annual Report 2014

Plain-text annual report

. W W W C R A N S W C K C O U K I . . REPORT & ACCOUNTS Year Ended 31 March 2014 HIGHLIGHTS Revenue £m +13.7% Adjusted profit before tax *† £m +6.3% TRADING HIGHLIGHTS 994.9 820.8 875.2 49.1 52.2 45.6 • Strong revenue growth 2012 2013 2014 2012 2013 2014 Adjusted earnings per share *† +6.9% p Dividend per share p +6.7% 78.7 84.1 72.9 28.5 30.0 32.0 2012 2013 2014 2012 2013 2014 Free cash flow £m +20.5% Net debt £m -15.4% 49.0 43.4 59.1 21.7 20.1 17.0 • • Record adjusted profit before tax Full year dividend increased by 6.7 per cent • Record free cash flow • • • • £14 million investment in pig breeding and rearing activities £28 million investment in asset base Reportable accident incident ratio down 47 per cent Like-for-like relative carbon footprint down 7 per cent 2012 2013 2014 2012 2013 2014 *: 2014 – Excluding release of contingent consideration and net IAS 41 valuation movement on biological assets 2013 – Excluding impairment of property, plant and equipment 2012 – Excluding impairment of goodwill and effects of associate †: Restated to reflect amendment to IAS 19 Employee Benefits STRATEGIC REPORT Highlights About Us At a Glance Chairman’s Statement Our Track Record Awards Our Strategy and Business Model Our Key Performance Indicators Risk Management and Principal Risks Operational Review Financial Review Group Directors and Categories Corporate Social Responsibility CORPORATE GOVERNANCE FINANCIAL STATEMENTS SHAREHOLDER INFORMATION IFC Governance Introduction from Statement of Directors’ Responsibilities 62 Shareholder Information the Chairman Board of Directors Corporate Governance Statement Audit Committee Report Nomination Committee Report Remuneration Committee Report Directors’ Report 32 33 34 38 44 46 58 Report of the Auditors Group Income Statement Statements of Comprehensive Income Balance Sheets Statements of Cash Flows Statements of Changes in Equity Notes to the Accounts 64 66 67 68 70 72 74 Shareholder Analysis Advisers 1 2 4 6 7 8 10 12 16 20 23 24 114 115 116 Cranswick plc Report & Accounts 2014 ABOUT US “Cranswick plc is a leading and innovative British supplier of premium, fresh and added-value food products with annual revenues of approximately £1.0 billion. Our core market is the United Kingdom where we provide a range of fresh pork, gourmet sausages, premium cooked meats, charcuterie, traditional hand-cured, air-dried bacon, gourmet pastry products and sandwiches through retail, food service and manufacturing channels. With a clear focus on premium ranges, we deliver exceptional food through a dedicated focus on innovation, quality and service. We have a rapidly developing export business serving the European, US and South East Asian markets. We operate from twelve well invested, highly efficient production facilities in the UK employing almost 8,000 people. Our vertically integrated business model now enables us to source almost 20 per cent of the Group’s British pig requirement from our own farms.” S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n For further information please visit our website www.cranswick.co.uk Report & Accounts 2014 Cranswick plc 1 AT A GLANCE CRANSWICK’S DEVELOPMENT 1995 GOURMET SAUSAGE INNOVATION 2001 CONTINENTAL PRODUCTS 2003 SANDWICH PRODUCTS 2004 AIR-DRIED BACON AND GAMMON 2008 ARTISAN HAMS BACON AND CHARCUTERIE 2011 HANDMADE PASTRY 1970s ESTABLISH AGRI-FOOD BUISINESS 1988 PROGRESS TO FOOD MANUFACTURING EARLY 1990s THROUGH THE VALUE CHAIN (animal feed) (fresh pork) (deli meats) 2005 UTILISING THE PIG (sliced cooked meats) 2009 CREATING HEADROOM FOR GROWTH (capacity) 2013 BACKWARD INTEGRATION (pig rearing) Cranswick was formed by farmers in the early 1970s to produce pig feed. In 1988 the Board embarked on a strategy to broaden the base of the Group’s activities. Opportunities were sought to develop into related areas that added value to the Group’s processes. Activities have since been extended from this agricultural base into the food sector. See our strategy for future growth on page 8. OUR PRODUCT CATEGORIES Today, the business is focused predominantly on the supply of fresh and processed food to the UK food retail, food manufacturing and food service categories. Fresh and Added Value Pork Sausages and Burgers Traditional Air-Dried Bacon and Gammon Cooked Meats and Charcuterie Premium Sandwiches Handmade Pastry Read more about category performance on pages 16 and 17 OUR LOCATIONS 1 1 1 2 2 3 3 4 4 5 5 6 6 1 1 7 2 2 8 1 1 3 3 9 2 2 3 3 4 1 5 2 4 5 6 3 1 2 3 5 4 10 11 12 6 4 5 7 4 7 4 6 6 7 7 8 5 8 5 7 8 9 10 11 12 1 1 2 2 3 3 4 4 5 5 6 6 7 7 8 8 1 1 2 2 1 3 1 3 2 4 2 4 3 5 3 5 4 6 4 6 5 7 5 7 6 8 6 8 7 9 7 9 8 8 9 9 2 Cranswick plc Report & Accounts 2014 This development has been achieved through a combination of acquisitions and subsequent organic growth, with Cranswick now serving its customers from twelve production facilities across 1 1 2 2 3 3 4 4 5 5 6 6 7 7 8 8 9 9 1 1 1 9 6 9 6 2 4 2 5 4 3 2 1 6 3 5 4 2 1 6 3 7 6 5 4 3 2 PIG PRODUCTION 4 1 3 2 6 5 4 3 2 1 3 6 HEARTLAND 7 6 5 4 3 2 8 9 10 11 12 9 10 11 12 9 7 10 11 12 7 10 11 12 9 8 5 4 10 11 12 10 11 12 7 7 5 7 8 5 7 8 8 8 6 8 9 6 8 9 9 9 10 11 12 10 11 12 7 9 8 9 10 11 12 9 8 7 9 10 11 12 10 11 12 10 11 12 10 11 12 10 11 12 10 11 12 10 11 12 3 2 10 11 12 1 3 2 10 11 12 1 4 4 5 5 6 6 7 7 9 8 10 11 12 9 8 10 11 12 10 11 12 10 11 12 8 9 10 11 12 10 11 12 8 9 PIG PRODUCTION HEARTLAND 1 1 1 1 1 1 1 2 1 3 2 4 3 2 1 4 3 2 1 3 2 5 4 2 1 3 2 GOURMET PASTRY Malton TRADITIONAL BACON Sherburn FRESH PORK Hull Cooked meats Hull GOURMET SAUSAGE Hull COOKED MEATS Barnsley CONTINENTALS Manchester FOODSERVICE Denbigh SANDWICHES Atherstone FRESH PORK & SAUSAGES Norfolk COOKED MEATS Milton Keynes COOKED MEATS Milton Keynes 3 2 6 5 8 7 5 4 7 6 9 8 4 3 2 1 3 2 3 2 6 5 6 5 2 1 3 2 8 7 6 5 2 1 8 7 4 3 7 6 9 8 2 1 5 4 4 3 5 4 3 2 5 4 7 6 9 8 7 6 3 2 6 5 4 3 5 4 4 3 6 5 2 1 7 6 8 7 4 3 5 4 2 1 1 1 1 1 2 3 4 5 6 7 8 9 1 6 7 6 8 7 9 8 7 8 7 9 8 8 9 8 9 10 11 12 10 11 12 9 10 11 12 10 11 12 9 10 11 12 10 11 12 9 10 11 12 10 11 12 9 10 11 12 6 5 7 6 8 7 9 8 the UK. 3 4 5 5 4 6 5 7 6 8 7 9 8 4 3 5 4 6 5 7 6 8 7 9 8 2 3 2 4 3 5 4 6 5 7 6 8 7 9 8 1 2 1 3 2 4 3 5 4 6 5 7 6 8 7 9 8 10 11 12 9 10 11 12 10 11 12 9 10 11 12 10 11 12 9 10 11 12 10 11 12 9 10 11 12 10 11 12 9 10 11 12 10 11 12 9 10 11 12 10 11 12 9 10 11 12 10 11 12 For more information on our business model see page 9 OUR SUPPLY CHAIN MODEL Cranswick British Owned Farms Cranswick Primary Processing Pork SAUSAGE d e s a b d e t r o p s n a r T y t i l a c o l n o British Contracts European Meat Imports OUR BRANDS l a n r e t n I r e f s n a r t BACON COOKED MEATS CUSTOMER Other Manufacturers & Export Consolidation or direct delivery to customer CUSTOMER Retail Foodservice Export Premium British sausages developed from the original recipes from Martin Heap. A flavour explosion with a belief that great taste comes from passion and imagination. A selection of artisan British charcuterie hams, sausages & traditional cured bacon developed by the eighth generation of the Woodall family. Luxury handmade pastry made with premium British ingredients and all butter puff pastry. All recipes and processes are based on local baking hero, Gill Ridgard. Authentic Mediterranean flavours on the go delivered through a selection of premium continental antipasti and charcuterie sourced by our Italian connoisseur Vaz Frigerio. FOOD SAFETY AND SUSTAINABILITY 83 the number of Consecutive Grade As issued to Cranswick by the British Retail Consortium S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Our primary processing sites are located in the two key eastern pig production hubs. This results in reduced pig and inter-site transport times. The recent acquisition of the pig production businesses has delivered further supply chain security and transparency. We process up to 40,000 British pigs each week and 45 per cent of these are higher welfare. 40,000 pigs processed/week 45% of which are outdoor reared & freedom foods accredited Cranswick has a portfolio of aspirational super premium food brands. These are differentiated through product story, format, British & Mediterranean heritage and product quality. All our brands aim to capture the imagination of premium shoppers looking for new food experiences and exceptional taste. All twelve UK sites are BRC Grade A approved and certain sites are Freedom Foods approved to comply with higher welfare standards. All primary and added value meat processing sites have Soil Association approval. All meat manufacturing sites are covered by the Red Tractor scheme. The Hull fresh pork operation is USDA approved and both primary processing facilities are Chinese export approved. All sites are also regularly audited by our retail customers. Report & Accounts 2014 Cranswick plc 3 CHAIRMAN’s STATEMENT Martin Davey - Chairman This has been a positive, albeit challenging, year for Cranswick. The business has had to contend with record input prices, the impact on its customer base of the changing dynamics of UK food retailing and an environment where the consumer has been subject to ongoing financial constraints. For the business to have continued to maintain its progress against this backdrop is no mean achievement. Strong growth in both total and underlying sales was recorded and this reflected market share gains along with further growth in those categories in which the Group is positioned in the UK market. Market growth was particularly strong in the “super premium” categories as seen with both sausage and bacon. Export sales continued to grow and this achievement was recently recognised by the industry with Cranswick being named “Exporter of the Year”. Results Total sales, which include a small amount of third party sales from the pig breeding and rearing activities acquired in the year, of £995 million were 14 per cent ahead of the previous year and included particularly significant increases in fresh pork, bacon and cooked meats. Underlying sales increased by 12 per cent. Adjusted operating profit rose to £53.3 million although operating margins were slightly below those of the previous year on account of the increase in input prices. Reported profit before taxation was £54.8 million and earnings per share were 88.7 pence. Excluding the net IAS 41 valuation movement on the pig herd in the current financial year and non-recurring items in both the current and prior financial years, adjusted profit before taxation was £52.2 million, an increase of 6.3 per cent on that achieved previously. Earnings per share on the same basis (after tax) rose 6.9 per cent to 84.1 pence. The borrowings of the business are conservatively structured and the Company has recently extended its banking facility through to July 2018. This £120 million unsecured facility provides generous headroom going forward. Net finance costs were covered 54 times by Group operating profit, in line with the previous year. Operating cash flow in the period was particularly strong, notwithstanding the £27.7 million investment in the Group’s asset base and £14.4 million spent on acquisitions. Net debt at the end of the year stood at £17.0 million compared to £20.1 million a year earlier. Strategic investments During the year the Company invested in pig breeding and pig rearing activities. These operate under Wayland Farms and Wold Farms and together supply 15 to 20 per cent of the Company’s weekly British pig requirements. This strategic development enhances Cranswick’s commitment to, and gives greater control over, a robust and integrated supply chain with a clear focus on premium British ingredients. In addition, it has helped offset some of the impact of the rise in input prices. Further investment in new product categories came with the commissioning of the Yorkshire Baker pastry facility in Malton, North Yorkshire. The site produces a range of premium pastry products including pies, sausage rolls and quiches and was operational from summer last year. Commissioning costs and the challenges of a start-up have been absorbed whilst growing the sales and developing the range in partnership with the customer base. Other investments in the year added capacity and improved operating efficiencies enabling the Company to absorb some of the supply chain inflation. Dividend The Board is proposing to increase the final dividend to 22 pence per share, an increase of 6.8 per cent from last year. Together with the interim dividend, which was raised 6.4 per cent to 10 pence per share; this makes a total dividend for the year of 32 pence per share. This is an increase of 6.7 per cent on the 30 pence per share paid last year. The final dividend, if approved by Shareholders, will be paid on 5 September 2014 to Shareholders on the register at the close of business on 4 July 2014. Shares will go ex-dividend on 2 July 2014. Shareholders will again have the option to receive the dividend by way of scrip issue. Board Bernard Hoggarth, who stood down from the position of Chief Executive in 2012 and has continued as a Director since then on a part-time basis, intends to retire from the Board at the forthcoming Annual General Meeting. Bernard has been with Cranswick for 36 years and has made an enormous contribution to the development of the Company. Over this period the business has evolved from an East Yorkshire supplier of animal feed into one of the UK’s leading food producers. His involvement over the years has embraced at different times animal feed sales, pig rearing and marketing along with the development into food production. This period has seen Cranswick progress from being a farmer-owned regional business into a listing on the London Stock Exchange and a member of the FTSE250. I have worked with Bernard for almost 30 of those years and express the appreciation of the Board and my own personal thanks for his immense contribution and for being a great colleague throughout that time. John Worby will also be standing down from the Board at the forthcoming Annual General Meeting. John has served as a Non-Executive Director and Chairman of the Audit Committee since 2005 and this year will have completed nine years as a Director, at which time, under corporate governance guidelines, he will no longer be deemed independent. John’s experience and contribution to discussions have been of enormous value in the development of the business and, on behalf of the Board, I extend our sincere thanks and wish him well for the future. 4 Cranswick plc Report & Accounts 2014 Mark Reckitt joined the Board as a Non-Executive Director in May 2014 and will take over as Chairman of the Audit Committee at the conclusion of the forthcoming Annual General Meeting. He retired from his position as Group Strategy Director at Smiths Group plc in April 2014. Prior to joining Smiths Group in 2011 Mark had 20 years with Cadbury plc in roles embracing finance and strategy. He is also a Non-Executive Director and Chairman of the Audit Committee at JD Wetherspoon plc. In addition to the Board changes outlined above Kate Allum joined the Company as a Non-Executive Director in July 2013, as previously reported to Shareholders. Kate’s experience of international food markets has broadened the expertise and experience within the Board. Corporate governance The Board is mindful of the requirements of the UK Corporate Governance Code and embraces this as part of its culture. A statement relating to compliance with the Code is included within the Corporate Governance Statement on page 34. Recent developments have included the external evaluation of the Board and its procedures, undertaken in 2013, which reported positively and the improved gender diversity within the Board. been the focus of attention for some years under a dedicated project team. Significant progress has been made in a number of areas including waste, water, energy, packaging and carbon footprint and this was highlighted recently with the Group winning the industry’s “Environmental Initiative of the Year” award for 2014. Further details are included within the Corporate Social Responsibility section on pages 24 to 31 and the Awards section on page 7. Staff The continued successful development of the business over the past year would not have been achieved without the hard work, determination and expertise of all staff at the Company and on behalf of the Board I extend sincere appreciation and thanks for their contribution. Outlook The past year has seen another positive performance from the Company. The Board looks forward to the challenges and opportunities that lie ahead as it pursues Cranswick’s continued successful long-term development. Environmental initiatives Managing and reducing the impact that the business has on the environment is an integral part of the Company’s activities and has Martin Davey Chairman 19 May 2014 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 5 OUR TRACK RECORD Adjusted profit before tax and revenue £m T B P d e t s u j d A 60.0 50.0 40.0 30.0 20.0 10.0 0.0 Adjusted PBT Revenue 1,200.0 52.2 49.1 1,000.0 47.3 45.6 43.8 34.7 32.7 33.0 31.1 21.2 21.6 19.8 17.5 11.7 9.3 7.1 1.4 1.7 0.9 2.2 2.3 3.0 3.1 5.0 4.0 ‘90 ‘91 ‘92 ‘93 ‘94 ‘95 ‘96 ‘97 ‘98 ‘99 ‘00 ‘01 ‘02 ‘03 ‘04 ‘05 ‘06 ‘07 ‘08 ‘09 ‘10 ‘11 ‘12 ‘13 ‘14 800.0 600.0 R e v e n u e 400.0 200.0 0.0 Dividend per share p 35.0 30.0 25.0 20.0 15.0 10.0 5.0 0.0 8.3 7.5 6.8 5.8 5.1 3.8 4.0 4.1 4.3 4.6 3.3 2.8 32.0 30.0 28.5 27.5 25.0 21.7 19.9 18.1 16.5 14.5 13.2 12.0 10.8 ‘90 ‘91 ‘92 ‘93 ‘94 ‘95 ‘96 ‘97 ‘98 ‘99 ‘00 ‘01 ‘02 ‘03 ‘04 ‘05 ‘06 ‘07 ‘08 ‘09 ‘10 ‘11 ‘12 ‘13 ‘14 6 Cranswick plc Report & Accounts 2014 AWARDS Working closely with its customers, the Group has maintained focus on service, quality and innovation throughout the year and continues to deliver exciting, competitively priced products for the UK consumer. This work, along with the Group’s strong export growth and focus on a number of successful environmental initiatives, has received industry recognition through the following recent awards: Cranswick wins "Manufacturer of the Year" award at the Meat Management Industry Awards 2013 Cranswick wins “Export Initiative of the Year” and “Environmental Initiative of the Year” awards at the Meat & Poultry Processing Awards 2014 Chris Aldersley receiving the "Export Mark Goddard receiving the Initiative of the Year" award. "Environmental Initiative of the For a full list of our awards, please see our website at www.cranswick.co.uk Year" award. Report & Accounts 2014 Cranswick plc 7 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n OUR STRATEGY AND BUSINESS MODEL Our strategy Our overall strategic aim is to create long-term value for our Shareholders, customers and other stakeholders. We will do this by focusing primarily on the growing quality end of the markets in which we operate and by establishing meaningful and long-lasting relationships with our major customers. This will be achieved through a combination of product development and high service levels. We will continue to invest in quality facilities and the latest equipment so that we operate as efficiently as possible and to provide a safe and secure working environment for our employees. Our long-term growth strategy is focused on consolidating existing market positions, developing new products channels in our core UK food market and growing our international operations and customer base. Growth will continue to be driven by organic initiatives and targeted acquisitions. Our objective To be a leading supplier of premium, fresh and added-value food products with a focus on operational effi ciency and delivering innovative quality products to our customers Our growth strategy Our growth strategy is underpinned by six coordinated, creative and sustainable strategic priorities: ORGANIC INITIATIVES AND TARGETED ACQUISITIONS UK CONSOLIDATION Penetrating more customers and more categories UK DIVERSIFICATION Developing new products INTERNATIONAL Growing our international operations and customer base 1 2 3 4 5 6 MARKET PENETRATION Gain market share in existing categories/tiers; move into adjacent tiers; add new customers; develop adjacent categories INNOVATION Develop new and innovative products that give our customers a real point of diff erence CHANNEL DEVELOPMENT Sell products through multiple channels: retail, food-service, manufacturing, wholesale, convenience, food on the move and online SUPPLY CHAIN Ensure a robust supply chain with focus on security, integrity, integration, diff erentiation, alignment and low cost sourcing BRANDS Develop new and existing brands to further diff erentiate our premium tier products INTERNATIONAL Grow European and worldwide markets for traded, primary, added-value and branded products The markets in which we operate are competitive both in terms of pricing from fellow suppliers and the retail environment in general. The UK food retail market is known to be amongst the most competitive in the world. Despite this, Cranswick has a long record of increasing sales and profits through a combination of investing in modern efficient factories, developing a range of quality products and making value-added acquisitions. Implementing Cranswick’s strategy is assessed through a number of financial and non-financial KPIs summarised on pages 10 and 11. Performance in the year under review and objectives for 2014 –15 are discussed in more detail on pages 16 to 18. The principal risks and uncertainties, which might impact achievement of the Group’s strategic objectives and mitigating actions, are set out on pages 12 to 14. 8 Cranswick plc Report & Accounts 2014 Our business model Our business model is centred on our four key values: Quality, Value, Innovation and People. These values are supported by a robust operational framework, as shown below: Our four key values 1 QUALITY Continued focus on taste, heritage and authenticity, whilst maintaining the highest level of customer service 2 VALUE Improving operational effi ciency and maximising returns on investment 3 INNOVATION Delivering innovative quality products to our customers 4 PEOPLE Empowered, dedicated and enthusiastic people with a shared vision operating in a safe and secure workplace ROCU RE M E N T U NIQUE P R OCESSES D CLASS CILITIES L R O W A F E P L SIB N O P S E R Y T I L I B A N I A T S U S I N V T E T E E R C G T H N I R C A A T I L O N I N F R A S TRUCTU 2 1 4 3 ICAL & A G R I C U R E C H E A A P A D C R I O T O Y M E R L T U Y LIT S U A C U FO Q L O C A L S O U R C I N G S U S T A I N A B I L I T Y HIGH WEL F A R E STANDA R D S ENVIRONMENTAL I N I T I A T I V E S Cranswick’s operations are focused on the production and supply of food products. We operate entirely in the UK, although a small but increasing proportion of sales are exported. We produce a range of high quality, predominantly fresh products including fresh pork, sausages, bacon and cooked meats for sale to the high street food retailers. We also supply a range of pre-sliced, pre-packaged charcuterie products for sale to these same customers, together with a range of pre-packed sandwiches predominantly for food service outlets. More recently the Group has launched a range of artisan pastry products to a number of its retail customers from its new, purpose-built facility in Malton, North Yorkshire. The Group operates from twelve highly efficient well invested food production facilities across the UK. Continued investment ensures that these facilities have sufficient capacity headroom to meet Cranswick’s growth aspirations, that they operate as efficiently as possible and that they provide a safe and secure working environment for the Group’s workforce. Supply chain security and integrity is a crucial component of our business model. Robust technical and traceability systems ensure that our products are responsibly and sustainably sourced from suppliers whose values are aligned to our own. We also own our own pig breeding and rearing operations which are capable of supplying 15 to 20 per cent of our British pig requirements. This gives us even greater supply chain transparency, security and efficiency. For further information on our supply chain model, see page 3. The business is under the control of stable, experienced and talented operational management teams supported by a skilled workforce. We offer training and specialist support where needed to ensure that our people feel empowered, dedicated and enthusiastic with a shared vision for the long-term success and development of our business. Report & Accounts 2014 Cranswick plc 9 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n OUR KEY PERFORMANCE INDICATORS The Board has assessed that the following financial KPIs are the most effective measure of progress towards the Group’s strategic objectives: Key Performance Indicator Definition Comments Underlying revenue growth % 12.0% 10.3 12.0 Underlying sales growth is defined as the Total accident ratio per 1,000 employees 9.8 per 1,000 12.5 12.3 excluding the impact of acquisitions year on year increase in sales revenue Underlying revenue grew by 12.0 per cent in the year following new business wins in fresh pork, strong growth in the bacon and cooked 9.8 meats categories and continued development 5.3 of the premium pastry category. 2012 2013 2014 2012 2013 2014 Adjusted gross margin % 12.0% 12.4 12.2 12.0 Gross margin is defined as adjusted gross The 0.2 per cent year on year decline in gross profit as a percentage of sales revenue margin reflects the time lag in recovering RIDDOR accident ratio per 1,000 employees 0.9 per 1,000 1.9 1.6 higher input costs in the first half of the year, 2012 2013 2014 2012 2013 2014 partly offset by ongoing improvements in operating efficiencies. 0.9 Adjusted group operating margin % 5.4% 5.7 5.7 5.4 2012 2013 2014 Group operating margin is defined as Group operating margin declined by adjusted Group operating profit as a 0.3 per cent reflecting the time lag in percentage of sales revenue recovering higher input costs in the first half of the year and start-up costs at the new pastry facility, partly offset by ongoing improvements in operating efficiencies and the positive contribution from acquisitions. Free cash flow £m £59.1m 43.4 Free cash flow is defined as the level of cash Free cash flow increased by £10.1 million generated from operations less tax and net compared to the prior year driven by a 59.1 49.0 interest payable 6 per cent increase in Group operating profit and a £2 million reduction in net working capital compared to a £5 million outflow in 2013. 2012 2013 2014 Return on capital employed % 16.8% 16.7 17.2 Return on capital employed is defined as Return on capital employed fell slightly as the 16.8 adjusted operating profit divided by the Group continues to invest in its asset base sum of the average of opening and closing to provide additional capacity to drive future net assets, net debt, pension liabilities and long-term growth. deferred tax 2012 2013 2014 10 Cranswick plc Report & Accounts 2014 The Board has assessed that the following non-financial KPIs are the most effective measure of progress towards the Group’s strategic objectives: Key Performance Indicator Definition Comments Underlying revenue growth % 12.0% 10.3 12.0 5.3 Adjusted gross margin % 12.0% 12.4 12.2 12.0 Adjusted group operating margin % 5.4% 5.7 5.7 5.4 2012 2013 2014 Free cash flow £m £59.1m 59.1 43.4 49.0 2012 2013 2014 Return on capital employed % 16.8% 16.7 17.2 16.8 2012 2013 2014 Total accident ratio per 1,000 employees 9.8 per 1,000 12.3 12.5 9.8 2012 2013 2014 2012 2013 2014 RIDDOR accident ratio per 1,000 employees 0.9 per 1,000 1.9 1.6 Total accident ratio is the total number of Total accidents per 1,000 employees fell by recorded accidents per 1,000 employees 22 per cent year on year. The reduction is attributable to an ongoing focus on improving working environments and health and safety management across the Group. The RIDDOR accident ratio is the number of RIDDOR accidents per 1,000 employees fell accidents reportable to the Health and Safety by 47 per cent year on year. The reduction is Executive per 1,000 employees attributable to an ongoing focus on improving 0.9 working environments and health and safety management across the Group. 2012 2013 2014 2012 2013 2014 Report & Accounts 2014 Cranswick plc 11 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n RISK MANAGEMENT AND PRINCIPAL RISKS As a leading UK food producer, the Group faces a variety of risks and uncertainties. Operating in a highly competitive industry, it is critical that the Group identifies, assesses and prioritises its risks. This, along with the development of appropriate mitigating actions, enables the Group to achieve its strategic objectives and protect its reputation. The Group has a formal risk management process in place, which is embedded within the business to support the identification and effective management of risks across the Group. It is regularly reviewed and updated for changes within the Group, industry and wider economy. Risk management model O R I N G N I T O RISK M RISK IDE N TIF I C BOARD AUDIT COMMITTEE GROUP RISK COMMITTEE OPERATIONAL MANAGEMENT R I S K M I T I G A T I O N RISK PRIORITI S A T I O N A T I O N R I S K A S S E S S MENT BOARD ”Responsible for the Group’s system of risk management and internal control and for setting the Group’s overall risk appetite“ AUDIT COMMITTEE “Reviews the systems of internal control that are in place and provides assurance to the Board that the processes of risk management and internal control are operating eff ectively“ GROUP RISK COMMITTEE “Provides oversight and advice to the Audit Committee and Board in relation to current and future risk exposures and future risk strategies“ OPERATIONAL MANAGEMENT “Operate site level risk management processes to ensure that risks remain adequately identifi ed, analysed and controlled“ Risk management framework The Board is responsible for the identification and effective Risk monitoring process The Board formally reviews the Group risk register on an annual management of risks across the Group and relies on the Group Risk basis. The Group Risk Committee is responsible for highlighting to the Committee to oversee the Group’s risk management processes. Board and to the Audit Committee any key changes to the Group’s The Internal Audit function provides independent assurance to risk register during the intervening periods. For 2013–14 the risks management and the Audit Committee keeps under review the facing the Group are broadly consistent with the previous year, with effectiveness of mechanisms put in place to mitigate risks. This process no significant changes in risk profiles. However, as reported at the half specifically recognises the close relationship between Internal Audit year, following the investment in pig breeding and rearing activities the and risk management. The Audit Committee obtains assurance that Group now faces risks associated with this activity. the processes of risk management and internal control are adequate. Further details are set out in the Corporate Governance Report on page 37. Group risk register A Group risk register is in place which is generated from site risk Internal audit plan The internal audit plan is principally driven by the Group’s risk management framework. During the year Internal Audit reviews the auditable elements of these risks and informs operational management and the Audit Committee of any required registers owned by operational management who individually set corrective actions. out the risks, likelihood of occurrence, consequences of impact and mitigating actions for their respective area of responsibility. Identified The principal risks and uncertainties facing the Group are summarised risks which have a significant impact on the Group as a whole are on the following pages. However, this is not intended to be an escalated to the Group risk register and are captured according to standard internal classifications (strategic, commercial, financial and operational risks). exhaustive analysis of all risks currently facing the Group. 12 Cranswick plc Report & Accounts 2014 Risk area Description of risk How we manage it Strategic risks Consumer demand Deterioration in the economy may adversely affect the The business offers a range of products across activity levels of consumers and the Group’s immediate premium, standard and value tiers which it is able to customers, leading to a fall in demand for the Group’s flex in response to customer and market demands. Pork products and ultimately lower profitability and cash flow. remains an extremely competitively priced and sought-after product. Competitor activity The Group trades in highly competitive markets which The Group manages the risk of operating in a tend to operate without long-term contracts. Product competitive sector by developing and maintaining strong innovation and changing consumer trends provide a customer relationships. This process is supported by constant challenge to the future success of the Group delivering high levels of service and quality, and by the and its ability to compete effectively. continued focus on product development and technical innovation. Commercial risks Reliance on key A significant proportion of the Group’s revenues are The Group’s commercial teams continually look for customers generated from a small number of major grocery retail opportunities to expand the customer base across customers. Loss of all or part of the Group’s business all product categories and work closely with key with one or more of these customers would adversely customers to ensure service, quality and new product impact on the Group’s financial performance. developments are of the highest standard. Pricing and availability The major exposure the Group has to pricing and The Group has a trusted, long-standing farming supply of raw materials availability of raw materials is in relation to pig meat. An base, and the acquisition of Wayland Farms and the increase in raw material input costs, pig feed prices or a recent formation of Wold Farms have also helped to lack of availability of pig meat would adversely impact on mitigate the risks associated with pig price fluctuations the Group’s profitability. and raw material supply. In addition the Group mitigates the risk of raw material price inflation through ongoing pricing discussions with its customers and suppliers. Financial risks Interest rate, currency, The Group is exposed to interest rate risk on borrowings Interest rate and foreign currency risks are managed liquidity and credit risks and foreign currency risk on purchases particularly using effective hedging policies, which are managed of charcuterie products from the European Union. In by the Group’s Treasury function. Each site has access addition the Group needs access to funding for current to the Group’s overdraft facility and bank balances are business and future growth. monitored on a daily basis by Group Finance. All term debt is arranged centrally and appropriate headroom is maintained. Bank facilities were renewed prior to the year end through to July 2018. Business acquisitions Businesses may be acquired based on inaccurate Rigorous due diligence reviews are carried out in information, unachievable forecasts or without advance of any new business acquisition, using internal appropriate consideration being given to the terms and specialised external resource where required. of the purchase. S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 13 RISK MANAGEMENT AND PRINCIPAL RISKS (CONTINUED) Risk area Description of risk How we manage it Operational risks Food scares As a food producer, the Group is subject to the risks of The risk of such events is mitigated by ensuring that all product and/or raw material contamination and potential raw materials are traceable to original source and that health related industry wide food scares and issues. Such the manufacturing, storage and distribution systems of incidents may lead to product recall costs, reputational both Group sites and suppliers are continually monitored damage and regulatory penalties. by experienced and well trained site based and Group technical teams. Business continuity The Group faces the risk of incidents such as major fire, Detailed business continuity plans are in place across the flood or loss of key utilities, which may result in significant Group’s manufacturing sites and appropriate insurance and prolonged disruption to its operating facilities arrangements are deployed to mitigate any financial loss. resulting in loss of sales and reduced profitability. Potential business disruption is minimised through multi-site operations across the Group’s key product lines. Recruitment and The success of the Group is dependent on attracting and The Group mitigates the risk associated with the loss retention of key staff retaining high quality senior management and staff. of key staff through robust succession planning, strong recruitment processes, competitive remuneration packages and ongoing training and development plans. Food safety and health A breach of food safety or health and safety standards, The Group conforms to all relevant food safety and and safety legislation or ethical standards may lead to reputational health and safety regulations and adopts industry best damage and regulatory penalties including restrictions on practice across its production sites and within its supply operations, damages or fines. chain. All sites are subject to frequent audits by internal teams, customers and regulatory authorities to ensure standards are being adhered to. Pig herd infection and An infection or disease outbreak may result in the loss of The Group mitigates against this risk with farming disease livestock, or the inability to move animals freely, impacting facilities which have a broad geographical spread to avoid on the supply of raw materials into the Group’s abattoirs. reliance on a single production area. In addition, robust vaccination and herd operating procedures mitigate the risk of common diseases and infections. 14 Cranswick plc Report & Accounts 2014 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 15 OPERATIONAL REVIEW Adam Couch - Chief Executive I am pleased to report that the business delivered a robust trading performance during the financial year with total revenues ahead by 14 per cent. Underlying revenues, which exclude the contribution from acquisitions, increased by 12 per cent, reflecting strong growth across most of the Group’s categories, driven by new product launches and a broadening customer base. This performance was underpinned by market growth in the Group’s core categories and by strong export volumes. Adjusted Group operating profit increased by 6 per cent, reflecting strong revenue growth which was partly offset by the impact of higher input costs, particularly in the first half of the year. The pig rearing and breeding operations, which were acquired during the year, also made a positive contribution to the Group’s performance. Rising input costs Pig prices increased during the first half of the financial year to reach Infrastructure investment The Group invested £28 million in its infrastructure during the year, a new record high in July 2013 and remained at this level through to bringing total capital expenditure to more than £130 million over the end of the third quarter. This was caused by high feed prices and the last five years. This investment is reflected in the quality of the demand for high quality British pork. Cranswick managed this input Group’s production facilities which are some of the most efficient and cost inflation through constructive discussion with its customers, well invested in the sectors in which Cranswick operates. Significant by delivering ongoing operating efficiency improvements and by completed and ongoing projects are highlighted in the individual producing pigs internally. Pig prices eased in the fourth quarter of the category sections below. year; however the extent of and time lag in recovering these higher input costs, together with higher than anticipated start-up costs at the Group’s new gourmet pastry facility in Malton, North Yorkshire, meant that adjusted operating margin at 5.4 per cent was slightly lower than Category review the 5.7 per cent reported last year. Fresh pork (15 per cent) Despite these price increases the UK consumer continues to Fresh pork sales grew by 15 per cent compared to appreciate the attractiveness, versatility and low relative pricing of pork the same period last year as the Group saw the full compared to other meat proteins, particularly beef and lamb. Demand year benefit of contract wins in the fourth quarter for premium products continued unabated, with premium sausage and of the last financial year. Sales were also boosted by bacon sales growing well ahead of their overall respective categories. strong export volumes which increased by 10 per cent compared to Acquisition of pig herd During the year the Group invested heavily in its pig breeding and the previous year. In the lead up to Christmas 1,000 tonnes of product were being shipped to the Far East each week. The Group is making a substantial investment in the Norfolk facility to upgrade the abattoir and introduce a new rapid chiller which will increase capacity and rearing activities, acquiring East Anglian Pigs (now renamed Wayland improve yields in this area of the plant. Farms) on 29 April 2013 and then further breeding units in September and December 2013 which operate under the Wold Farms banner. During the year Cranswick withdrew its support from the price Cranswick now has a herd of premium outdoor pigs for use in its reporting mechanism that calculates the Deadweight Average Pig Price premium range products which can satisfy 15 to 20 per cent of the (DAPP). This was based on historic discussions with the British Pig Group’s overall British pig requirements. This move supported the Executive (BPEX) about the clarity and transparency of the calculation. decision by one of the Group’s key retail customers, in August 2013, Cranswick will continue to work with BPEX to examine alternative ways to move to an all British fresh pork offering. A combination of falling in which pricing of pigs may be reported. feed prices and strong demand for higher welfare British pork helped enable Wayland Farms to make a positive contribution to the Group In January, the Russian authorities banned the import of European post-acquisition. The Group will continue to invest in its pig operations pig meat in response to the outbreak of African swine fever in Eastern to further improve productivity and efficiencies. The UK market is currently only 50 per cent self-sufficient in pig meat, but ongoing Poland and Lithuania. Although the UK does not export to Russia, the decision has had an impact on both volumes and prices for the UK’s investment in the sector should help to make inroads into this shortfall trading partners within the eurozone. in the medium term. 16 Cranswick plc Report & Accounts 2014 Earlier in the year Porcine Endemic Diarrhoea virus (PEDv) was Pastry (138 per cent) discovered in the US herd. This disease has a significant impact on Pastry sales grew strongly, albeit from a low base, to mortality of the young pig population. The UK herd has not been more than double those of the previous year following affected to date but the industry remains vigilant and biosecurity the move into the new Malton facility. Start-up costs continues to be of paramount importance. were higher than anticipated as the business focused Sausage (2 per cent) on the successful launch of several new product ranges for the Group’s lead retail customer in this category. With costs now running at Sausage sales increased by 2 per cent reflecting anticipated levels, the focus is now firmly on delivering the anticipated continued demand for the Group’s premium sausage returns from the £12 million investment. The new product pipeline saw ranges. July saw a record sales week for the Lazenby’s the launch of a range of hand lined quiches for the summer season facility for a non-Christmas period. The premium followed by a premium savoury pie range in the autumn. A further 19 sausage category continues its impressive resilience of recent years as new products will be launched in the current financial year, with new consumers recognise the quality proposition that high end products customers, both retail and food-service, being targeted. offer. However, sausage sales to the lead customer at the Norfolk site were lower year on year and as a result the decision was taken Continental (3 per cent) to consolidate sausage production at the Group’s principal sausage Sales of Continental products were up 3 per cent on facility in Hull. With much of the equipment also transferred, the costs the previous year. This performance was particularly associated with this reorganisation were kept to a minimum. Sales of pleasing given that sales were 16 per cent lower in the premium beef burgers, which are produced using the same artisan skills developed for Cranswick’s gourmet sausages, also performed first quarter following the loss of business with one of the Group’s retail customers which continued its strategy of moving to well during the strong summer barbecue season, with sales ahead in-house sourcing. Several new product launches and the addition of by 24 per cent compared to the prior year. A third burger production new retail contracts helped this category return to growth. A renewed line has now been commissioned to meet increased demand in the focus on sourcing new artisan products from Continental Europe and forthcoming summer season. further development of the customer profile will drive ongoing growth Bacon (14 per cent) in this category. Bacon sales were 14 per cent higher than the previous Sandwiches (5 per cent) period. Sales of premium bacon continue to grow Sandwich sales were 5 per cent lower following a strongly as the UK consumer trades up from the decision to rationalise the core product range and standard tier category. The introduction of speciality develop a more focused customer strategy. These cures and smoked products supported this growth along with ongoing initiatives have been driven by a new management development of ready to cook ranges which are now also being team which has brought a new focus to improving operating produced across the fresh pork and sausage categories. Seasonal efficiencies and raw material sourcing. This has seen the business gammon steaks and joints also performed extremely well over the perform strongly during the year. The new management team has key Christmas trading period. The unique artisan production methods targeted margin enhancing sustainable contracts. It is pleasing to developed at the Sherburn site continue to support the wider Group report that despite losing one large contract during the year and a in offering unrivalled product quality. This is demonstrated through second effective from the end of quarter one of the new financial year, collaboration with the Barnsley cooked meats facility in producing profitable long-term new contract wins will fully mitigate these losses. premium air-dried cooked meat products and through the use of air The introduction of new product lines including the “&Made” brand dried streaky bacon in Christmas sausage products. has had a significant beneficial impact. There is a real opportunity to Cooked meats (16 per cent) give food-service customers a wider offering using selected products from the Group’s broad category base and in particular the new Cooked meats sales increased 16 per cent year on pastry ranges. 25 per cent of all breakfast menus include bacon. The year. Demand for premium air-dried hams helped business is therefore ideally placed to satisfy food-service customer drive this growth along with strong promotional requirements in this area. Also, given the consolidation that has taken activity, particularly in the fourth quarter of the place in the UK sandwich category in the last two years, the business financial year. Investment to extend the Milton Keynes facility is is confident that there will be opportunities to develop a stronger progressing to plan and budget. This project which is due to be presence in the retail sector. S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n completed in the second quarter of the new financial year will substantially increase capacity, deliver significant efficiency gains and further improvements in product quality through the use of advanced cooking and slicing technology. Report & Accounts 2014 Cranswick plc 17 OPERATIONAL REVIEW (CONTINUED) Summary and outlook Cranswick’s growth continues to be underpinned by the quality of its products which deliver real value to, and great food experiences for, the UK consumer. The business operates from highly efficient and well invested facilities with empowered management teams working collaboratively and sustainably with the Group’s customers and suppliers. The Group’s future growth strategy will focus on consolidating its position in UK markets, developing new channels both in pork and other proteins and continuing to grow its international presence. The Group remains highly cash generative. This allows it to make attractive returns to Shareholders, to continue to invest in its infrastructure to build capacity, drive further operational efficiencies and to pursue earnings-enhancing strategic acquisitions. The successful development of Cranswick is testament to the skill, quality and determination of the teams across each of the Group’s businesses and I would like to express my thanks for their dedication and support over the last twelve months. With experienced management at all levels, a strong range of products, a well invested asset base and a robust financial position, the Group is well placed to continue its long-term growth strategy. Adam Couch Chief Executive 19 May 2014 18 Cranswick plc Report & Accounts 2014 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 19 FINANCIAL REVIEW Mark Bottomley - Finance Director The Group is presenting its financial information for the year ended 31 March 2014 with comparative information for the year ended 31 March 2013, restated for the impact of IAS 19 (Revised). Revenue Revenue increased by 13.7 per cent from £875.2 million to Adjusted profit before tax (i) Adjusted profit before tax was 6.3 per cent higher at £52.2 million £994.9 million. Adjusting for the contributions from Kingston Foods (2013: £49.1 million). Limited which was acquired on 29 June 2012 and Wayland Farms which was acquired on 29 April 2013, underlying sales increased by 12.0 per cent. Sales increased across all product categories with the exception Taxation The tax charge as a percentage of profit before taxation was of Sandwiches, where the customer base and product range have 21.1 per cent (2013: 23.6 per cent). The standard rate of UK been rationalised. This has helped to drive a significantly improved corporation tax was 23 per cent for 2014 and 24 per cent for 2013. The trading result within this category. Fresh Pork, Cooked Meats, Bacon charge for the current year benefited from a £1.0 million (2013: £0.3 and Pastry grew very strongly as a result of increased market share and million) deferred tax credit following a 2 per cent enacted reduction in new product development. Again, there was a growing contribution to revenues from the Group’s export business. the UK corporation tax rate from April 2014 and a further 1 per cent reduction from April 2015 (2013: 1 per cent reduction from April 2013). Adjusted Group operating profit (i) Adjusted Group operating profit increased by 6.4 per cent to In addition the £1.1 million contingent consideration provision release was not chargeable to tax. £53.3 million (2013: £50.0 million). Adjusted Group operating margin at 5.4 per cent of sales was lower than the 5.7 per cent reported for Adjusted earnings per share (i) Adjusted earnings per share increased by 6.9 per cent from the last financial year. The lower operating margin in the year reflected 78.7 pence to 84.1 pence, reflecting an increase in underlying substantially higher input costs compared to those of the prior year profitability. The weighted average number of shares in issue during and start-up costs at the new gourmet pastry facility at Malton, North the year was 48,734,000 (2013: 48,257,000). Yorkshire, which was commissioned during the year. It was partly offset by strong revenue growth, operational efficiencies and the positive contribution from Wayland Farms in the eleven months following Acquisitions On 29 April 2013 the Group acquired 100 per cent of the issued share acquisition. Raw material price inflation mainly impacted the first half capital of East Anglian Pigs Limited (now renamed Wayland Farms of the year, with operating margin falling to 4.9 per cent. In the second Limited) for a net cash consideration of £10.9 million. Wayland Farms half the margin recovered strongly to 5.8 per cent as raw material made a positive contribution to Cranswick’s activities during the period. prices dropped back. On 13 September 2013 and 19 December 2013 the Group made further investment in its pig rearing and breeding activities by acquiring Finance costs Net finance costs of £1.0 million (2013: £0.9 million) were marginally certain trade, assets and livestock from Dent Limited for £2.0 million, and from the administrators of Dent Limited for £1.5 higher than the previous year. This reflects slightly higher average million, respectively. Further details of these transactions are set out in borrowings during the year as a result of acquisitions and continued note 14. capital investment largely offset by strong cash generation. Interest cover strengthened from 53.5 times to 54.4 times. The pig herd was valued on initial recognition at £13.1 million and at 31 March 2014 at £14.7 million in accordance with the provisions of On 27 March 2014, the Group successfully extended its banking IAS 41 Biological Assets which requires livestock to be valued at fair facilities. The new facility, which is on improved terms, runs to value rather than historic cost. The valuation gain between initial July 2018 and comprises a revolving credit facility of £120 million, recognition and the year end of £1.4 million has been disclosed including a committed overdraft of £20 million. In addition, it includes separately on the face of the income statement. an accordion feature which allows the Group to drawdown a further £30 million on the same terms at any point during the life of the facility. This unsecured facility provides generous headroom going forward. Note (i) Adjusted profit measures Following the investment in pig breeding and rearing activities during the period as referred to in more detail above, the Group now monitors performance principally through the adjusted profit measures which exclude certain non-cash items including the net IAS 41 valuation credit of £1.4 million on biological assets and the release of the £1.1 million provision for contingent consideration payable to the previous owners of Kingston Foods which reflects the Directors’ current expectations of the anticipated performance of the business over the three year period from acquisition. The statutory results, including these items, show a 15.8 per cent increase in profit before tax to £54.8 million (2013: £47.3 million), a 15.7 per cent increase in Group operating profit to £55.8 million (2013: £48.2 million) and an 18.4 per cent increase in earnings per share to 88.7 pence (2013: 74.9 pence). 20 Cranswick plc Report & Accounts 2014 Cash flow and net debt The Group continues to deliver strong operational cash flows. Cash generated from operating activities was £60.1 million During the year the triennial valuation of the scheme was completed. Following a review of the valuation the Group’s Directors agreed a (2013: £49.8 million). The increase compared to the previous year new contribution schedule with the Trustees of the scheme to further reflects increased Group operating profits and a reduction in working reduce the deficit. Over the period from April 2014 to November 2019, capital of £2.1 million, compared to an increase of £4.5 million in the cash contributions will be increased to £1.3 million per annum. prior year. The net cash outflow from investing activities of £40.8 million is accounted for by capital additions, net of fixed asset sale proceeds, of £27.4 million and the cash spent on the acquisition Restatement Following the amendment to IAS 19, which came into effect for the of Wayland and Wold Farms of £14.4 million, less loan repayments Group from 1 April 2013, interest on pension scheme assets is now received of £1.0 million. The previous year’s outflow was £35.5 million. calculated by reference to the liability discount rate rather than the The £14.2 million of net cash used in financing activities in 2014 is largely due to interest paid of £1.1 million, dividends paid of expected long-term yield on the assets, as was the case previously. Comparative information has been restated accordingly and further £12.7 million and net loan repayments of £0.5 million. The prior year details, including a modest reduction in the Group’s profit before tax cash outflow from financing was £26.0 million. The overall result is a and earnings per share, are set out in note 2. net increase in cash and cash equivalents of £5.1 million (2013: decrease of £11.7 million). Net debt reduced by £3.1 million to £17.0 million (2013: £20.1 million) at the year end, and gearing fell from 7.3 per cent to 5.6 per cent. Pensions The Group operates a number of defined contribution pension Mark Bottomley Finance Director schemes whereby contributions are made to schemes operated by major insurance companies. Contributions to these schemes are 19 May 2014 determined as a percentage of employees’ earnings. The Group also operates a defined benefit pension scheme which has been closed to further benefit accrual since 2004. The deficit on this scheme at 31 March 2014 was £6.5 million (2013: £3.4 million). Cash contributions to the scheme during the year, as part of the programme to reduce the deficit, were £1.1 million. The present value of funded obligations was £25.2 million and the fair value of plan assets was £18.7 million. S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 21 22 Cranswick plc Report & Accounts 2014 GROUP DIRECTORS AND CATEGORIES Pig Rearing Charles Bowes Glenn Dams Fresh Pork Chris Aldersley John Fletcher Stuart Kelman Barry Lock Nick Mitchell James Pontone Neil Willis Cooked Meats Ian Fisher Paul Gartside Andy Jenkins Kate Maxwell Clive Stephens Nick Tranfield Paul Williams Sausages, Bacon and PastRy Darren Andrew Daniel Nolan Gill Ridgard Drew Weir Steve Westhead CHARCUTERIE Rollo Thompson Sandwiches AND Ingredients Nick Anderson Gary Landsborough Simon Ravenscroft Food Central Andrew Caines Marcus Hoggarth Graeme Watson Malcolm Windeatt S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 23 CORPORATE SOCIAL RESPONSIBILITY Cranswick takes its ethical responsibilities to employees, customers, Shareholders, suppliers, producers and the environment very seriously. The Company recognises that a balanced and committed approach to all aspects of corporate social responsibility (CSR) will bring benefits to each of the Company stakeholders and will strengthen its business position and credentials to facilitate future sustainable growth and development. The Company continues to look at CSR across the business to facilitate the recognition of best practice and shared learning leading to the development of a Group Corporate Responsibility Policy which clearly defines its core values and aspirations. To further progress this process a Group CSR committee was set up during the year chaired by the Finance Director and consisting of key people across the functions of HR, Health and Safety, Environment and Technical. People Cranswick is committed to introducing, developing and maintaining the key systems and processes required to underpin the effective delivery of its employment strategy across the business. The Company seeks to integrate the benefits of people management Cranswick is consistently developing its succession planning through into its culture and the Group Human Resources (HR) Manager ensures talent management programmes in conjunction with first line that these are consistently applied across all the sites. manager and senior line manager training, to prepare its teams for the challenges of the future and create sustainable business value. Cranswick has undertaken to further develop its HR strategy this year and the people plan has been incorporated in to the CSR and business The business continues to be committed to engaging with the local strategy to underpin the vision and purpose of the company going community via youth employment initiatives including sponsoring forward. Cranswick aims for its people to be the best in the industry awards for apprenticeships and has been unique in setting up and and in order to achieve this it is committed to developing a delivering a butchery apprenticeship scheme at its site in Preston, multi-skilled, inspired, empowered and motivated workforce. near Hull. The training scheme now has 17 young people working at The HR strategy includes CSR as part of its vision and values, and will training. In addition to this a number of sites also have engineering the site with a view to becoming skilled butchers at the end of their implement a pattern of planned activities to ensure the attraction and apprenticeships in place. retention of talented individuals who have key core skills that will aid the achievement of the long-term business goals and objectives. This Health and wellbeing are key to creating a happy and engaging working in turn will enable improved performance across the Group. environment and Cranswick has run a variety of initiatives including The business has chosen to give its employees a meaningful voice, demonstrations, charitable bike rides and offering free fruit drop-in clinics with health professionals, healthy eating cookery which means that they have the channels through which to put to employees. forward their views via Works Councils or union membership, and that they will be communicated with effectively or have role models with Ethical standards are high within the Company and we employ the whom they can identify. All areas now have a forum in place where only International Register of Certified Auditors (IRCA) registered employees have a worker representative who sits on a committee on Internal Social Systems Auditor in the UK using systems that have been a regular basis, and who is able to air the views of their colleagues. On developed by the business. Audits are carried out annually of all sites some sites this may also be a union representative. Employees are and Cranswick is a member of Supplier Ethical Data Exchange (SEDEX). given the opportunity to feel a greater sense of purpose and are seen Cranswick has been at the forefront of best practice in conducting as productive and valuable stakeholders in the business. A staff survey annual ethical audits both at its own sites and those of its labour has delivered positive actions from the Group and a variety of initiatives providers. Performance is judged against the Gangmasters (Licensing) have been implemented which have aided the trust and engagement Act 2004, the Ethical Trading Initiative and retailer expectations. of employees with the business. The focus moving forward will be targeted at ensuring that ethical standards are being maintained within our supply chain and we are The Group is committed to implementing a training and development optimistic that, given our past history for efficiency in this area, this will strategy that articulates the workforce capabilities, skills or be a successful initiative. competencies and that ensures a sustainable, successful business. Young people continue to join the business on the graduate programme and a number of placement students have also been Encouraging the principles of equality and diversity are key to the successful and inclusive culture that lies at the heart of Cranswick. sponsored through their final year at university with the promise of Regular training is provided for all employees, reiterating the a role with the company when they have completed their education. importance of equal opportunities and best practice behaviours. This The graduate programme ensures lines of continued innovation, year, the site HR managers have been trained in equality and diversity methodologies, and generational differences are developed principles to roll these out to all middle and senior management teams. throughout the business, to maintain its competitive edge. Graduates also introduce new ideas and enthusiasm into the company. 24 Cranswick plc Report & Accounts 2014 TOTAL EMPLOYEES TOTAL EMPLOYEES 34% 34% All employment decisions, including recruitment and internal promotions, are based on merit, qualification and abilities and will not be influenced or affected by an employee’s race, colour, nationality, religion, sex, marital status, family status, sexual orientation, disability or age. 66% 66% The business employs 4,627 people, up from the previous year of 4,402, and in addition a further 3,211 agency workers are also involved. Male Male Gender and employee information Female Female 3,054 3,054 1,573 1,573 TOTAL EMPLOYEES Main board Main board Senior managers & executives Senior managers & executives 34% 66% 12% 12% 88% 88% 29% 29% 71% 71% Male Female 3,054 1,573 Male Male Female Female 7 7 1 1 Male Male Female Female 195 195 80 80 Main board Health and safety Senior managers & executives Cranswick’s commitment to achieving high standards of health and safety continues with the commitment of the Board through the efforts of a dedicated and coordinated team. 12% 29% Cranswick is committed to high standards of health and safety, which accident individually, and to monitor control measures that have been is an integral part of its business. There is an ongoing programme of yearly improvements, fully endorsed by the Board, working in 88% 71% introduced, to prevent recurrence. The system includes an action tracker, to guarantee closure of required actions in the required partnership with its insurers to achieve and improve these standards time period. for its workforce. These standards of health and safety training are applied equally to temporary agency workers as well as permanent The factory based Health and Safety Coordinators all hold the Male employees. Female 7 1 Male Female 195 80 appropriate National Examination Board in Occupational Safety and Health (NEBOSH) qualification to help deliver the appropriate The Board take a keen interest in the group performance with the standards at site level. Consistency across the Group is centrally accident and claims statistics reviewed and discussed at quarterly directed and coordinated. With the increasing complexity of equipment Board meetings. The Group Health and Safety team implement and and the legislation surrounding its design and use, the team has a monitor new initiatives across the sites required to fulfil the excellent Group Machinery Safety Coordinator. As well as assessing the safety standards of health and safety within the business. Monthly accident compliance of all new and current machinery within the business the statistics are monitored, using an industry leading web based accident role also involves delivering the appropriate training to the site based recording system. This system allows the Group to analyse each engineering staff. Any new machinery introduced to the business will not be used unless compliance with the latest Certificate of Conformity (CEE) regulations has been checked. All sites within the Group have achieved British Standard 18001, the Occupational Health & Safety Management Systems. Systems at new sites acquired during the year are being aligned with Group standards and will follow the same path. The new sites in 2013 (the pork processing site at Riverside in Hull; the pastry business at Malton; the Wayland pig production units in Norfolk and the Wold units in Yorkshire) have been intergrated into the Group health and safety management programme. Report & Accounts 2014 Cranswick plc 25 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n CORPORATE SOCIAL RESPONSIBILITY (CONTINUED) Health and safety (continued) Compared to the prior year • • The total number of RIDDOR (reportable accidents to the HSE) reduced by 36 per cent The RIDDOR Accident Incident Ratio reduced by 47 per cent The total number of recorded accidents for the extended Group in This also reflects in the RIDDOR Accident Incident Ratio in 2013, which 2013 was 5 per cent lower than the prior year. On a like-for-like basis was 47 per cent lower than the prior year. this decrease is 15 per cent, reflecting the continued reducing trend. The Accident Incident Ratio (against number of employees) for 2013 and good health and safety team management at the sites. This year was 22 per cent lower than the prior year. Cranswick is introducing a web-based risk assessment system, to cover These reductions can be attributed to improved working environments all workplace task and activities and the Control of Substances Harmful RIDDOR reportable accidents in 2013 for the extended Group declined to Health (COSHH). by 36 per cent, a significant reduction, reflecting the increasing commitment from management and employees alike in driving The Company is committed to excellent health and safety training of Cranswick’s continuing success. both its own employees and agency workers. All receive a full health and safety induction course including fire safety, manual handling, The Group like-for-like figures show an even more impressive 43 per task and machinery training in their working environment in order to cent decline in total RIDDOR’s recorded in 2013. This is Cranswick’s operate in a safe manner. biggest ever reduction year on year, of which we are proud. Key focuses for the future are safeguarding our workforce and continuing this reduction. Accidents per 1,000 employees 19.0 2.5 15.4 Total RIDDOR 1.9 12.3 1.9 12.5 1.6 9.8 0.9 20.0 15.0 10.0 5.0 0.0 2009 2010 2011 2012 2013 Calendar year to 31 December 3.0 2.5 2.0 1.5 1.0 0.5 0.0 26 Cranswick plc Report & Accounts 2014 Responsible procurement The Group continues to operate from some of the best invested food This is an increase of 85 audits year on year and reflects increased production sites in the UK including the most modern and efficient supply chain surveillance by retailers and other customers. It is pig abattoir in the country. These undergo exacting external and pleasing to be able to report that the vast majority of these audits internal audits carried out by independent auditing bodies, customers, were completed to the full satisfaction of our customers and scheme government authorities, and by the Group’s own technical compliance compliance. team. In the current year the business has hosted 310 separate external compliance audits, many of which were unannounced. Cranswick has recently celebrated its 83rd consecutive Grade A rating against the British Retail Consortium (BRC) Global Standard for Food Safety. A record of compliance that stretches back to 2005. 4 of the sites also achieved an A* rating during 2013–14. This is the highest award given by the BRC and is reserved for those sites that achieve Grade A compliance by unannounced audit – an achievement that Cranswick is very proud of. Cranswick believes this long-standing track record of compliance to be sector leading. In addition to BRC compliance of sites and systems of manufacture, Cranswick has a team of talented and industry proven technical many of the Company’s pork products are in full compliance with the personnel who are responsible for this long standing track record Red Tractor Assurance Scheme (Red Tractor), and the British Meat of compliance. Processors Association (BMPA) pork and pork product standards. This provides the consumer with confidence that these are produced within an assured supply chain, to specified standards, that is traceable all Cranswick is committed to ensuring the integrity and traceability of the raw materials (meat, ingredients and packaging) used in its the way back to farm, the integrity of which is challenged by third party products. The approval of raw material suppliers and their products announced and unannounced audits. Cranswick also produces organic and raw material specifications are controlled centrally by the Group products that are subject to a mass balance exercise carried out by Technical Service Team which collectively has responsibility for 558 independent auditors working for The Soil Association. active suppliers and over 1545 raw materials. Suppliers are approved by either independent third party audit, such as the BRC Global The engine room that drives technical compliance across the Group is Standard for Food Safety, or by Cranswick’s approval audit carried out the exacting internal technical audit programme which saw over 794 by the Group’s Technical Service team. Cranswick’s expectations of its separate audits carried out in the last twelve months. The programme suppliers are clearly laid out within its Technical Conditions of Supply. is not only there just to identify non-compliance but is also a means for highlighting best practice and shared learning across the Group. In the last twelve months the Cranswick Group Technical service team has carried out 161 separate supply chain audits to ensure the safety, traceability and quality of the raw materials used. During 2013 meat related food fraud has undermined consumer during the manufacture of single species products in multi-species confidence in the food industry. The Elliot Report highlighted the factories and has been proactive in supporting the BMPA and the need for more effective management and policing of supply chains. In Food Standards Agency (FSA) in their work with industry stakeholders. response Cranswick has increased the resource available to maintain Cranswick has also put in place an extensive DNA screening schedule its supplier approval and traceability monitoring systems and modified for raw materials supplied to its businesses. them to meet these challenges. The Group is also looking at the wider challenges associated with preventing DNA cross contamination It is pleasing to be able to report that Cranswick has carried out DNA speciation testing on 665 finished product/raw material samples and all have proved to be compliant. Cranswick remains vigilant and in the year under review it spent At a time when the food industry is frequently held to account by the £1.65 million on laboratory screening of products and raw materials for media this level of audit, commitment to resource, traceability, and compliance to specification. the resulting high level of compliance should be a re-assurance to customers, investors and consumers that the Group is equipped to deal with these and future challenges. S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 27 CORPORATE SOCIAL RESPONSIBILITY (CONTINUED) Suppliers and producers Pork meat is the single most important raw material supplied to the Group. The Cranswick sites at Preston, near Hull, and Norfolk collectively supply chain ensures that travel times from farm to abattoir are process in excess of 37,000 pigs per week and are a key supplier to the minimised with resulting animal welfare and food mile benefits – the Group’s further processing sites and others outside the Group. Both map below provides a summary of distances from the processing sites. sites are strategically well placed within two of the largest pig breeding and rearing areas within the country. This close proximity with the PRESTON NEAR HULL UNITED KINGDOM NORFOLK PRESTON, NEAR HULL 40 per cent within 25 miles 60 per cent within 40 miles 75 per cent within 50 miles 80 per cent within 60 miles NORFOLK 50 per cent within 25 miles 80 per cent within 40 miles 90 per cent within 50 miles 95 per cent within 60 miles Many of the pigs supplied to Cranswick are reared to higher welfare to visual inspection and palpation. We fully support this move and are standards associated with Outdoor Bred or Outdoor Reared standards. actively working with BPEX and the Food Standards Agency (FSA) ahead Approximately 50 per cent of those processed by Preston, and 70 per of the expected launch date of June 2014. cent by Norfolk are reared to the exacting requirements of the RSPCA Freedom Foods welfare standard; the balance of those processed are Similarly Cranswick is working with the British Pig Executive (BPEX) on reared indoors in full compliance with the Red Tractor/British Quality the implementation of the Welfare of Animals at the Time of Killing Assured Pork (BQAP) welfare standards. (WATOK) legislation which will require us to have standard operating procedures for operations that have a bearing on the welfare of the Changes to meat inspection are set to challenge the industry in the animal from time of unloading to bleeding. Any operative carrying out coming months with a move away from invasive meat inspection, and these procedures must have a certificate of competence to do so. the possibility that this can spread contamination within the abattoir, The Cranswick agricultural team is also working with several retailer specific pig producer groups on rearing systems, breed development, welfare, sustainability, environment and ethical standards. Customers and consumers Cranswick’s commitment to the production of safe, legal, wholesome foods that are in full compliance with the specification agreed with its customers is central to the way it operates its business. Cranswick supplies finished products to the major UK retailers, Cranswick is committed to working with its retail customers to restaurant groups, and food service customers and also supplies ensure clear informative labelling of the products it manufactures so raw material to other manufacturers. Many of the Group’s customers consider Cranswick to be their key supplier or category champion and that consumers can make an informed purchase choice based on clearly stated origin, authenticity, provenance, nutrition and allergen a preferred partner on key technical initiative projects. declarations. Senior members of the Cranswick technical team are active within the wider industry and participate in technical committees at the BMPA, BPEX and the Provisions Trade Federation (PTF). 28 Cranswick plc Report & Accounts 2014 The Group is well placed to meet the requirements of the Food Information Regulations by the December 2014 deadline with over 40 per cent of labels already compliant. Customer focus on the environment and sustainability has grown and the Group’s environmental aspirations are being realigned to meet the common shared goals. The environmental section (Greenthinking) of the Group website, www.cranswick.co.uk, will be updated to reflect and report on these targets. Sustainability Progress against Cranswick’s 2020 targets to reduce its carbon footprint remains on track. Cranswick has now appointed a new Group Environment Manager, The additional three sites incorporated in the figures increase the who reports into the Executive and CSR Committees, and who is overall total by 4.7 per cent to 78,500 tonnes. responsible for a coordinated response to the many opportunities and challenges in this area. As well as driving environmental initiatives at The relative carbon footprint, a measure of the carbon emitted per site level, there is an increasing external interface with stakeholders tonne of production, continues its downward trend, 6.9 per cent down including the Environment Agency and other legislative bodies, like-for-like and 3.5 per cent down for the extended Group. Against neighbours, customers, suppliers and investors. the Group’s 2020 target of a 30 per cent decrease against the 2010 Carbon footprint The carbon footprint, expressed as a tonne of carbon dioxide equivalent (CO2e), has been calculated every year since 2008 and is an aggregated total of the individual site figures. It includes all site energy, baseline it has already achieved a 26 per cent reduction. These targets will be reviewed and refined in the light of the performance to date. This reflects increasing efforts at site level to improve energy efficiencies and control f-gas losses through investment in new systems f-gas usage and waste. It is calculated using DEFRA’s guidelines and and improved maintenance. standard set of conversion factors for Company reporting. Following this year’s revision in the factor for electricity conversion, the Group The Company accepts that there is a requirement to disclose the figures back to 2010 (the baseline for our environmental targets in the carbon footprint separately in the following categories: Environmental Policy) have been recalculated to ensure comparability of annual progress. Emissions in tonnes of carbon dioxide from: i) combustion of fuel and operation of facilities; and Kingston Foods, Riverside and “Yorkshire Baker” figures have been ii) purchase of electricity, heat, steam and cooling. included in the Group data for 2013 for the first time and are reported alongside like-for-like figures. The way the business is set up makes it impracticable to distinguish between the two categories; however the bulk of the emissions would Despite an increase in production of 7 per cent, the Group’s absolute be from electricity and gas, which are monitored. carbon footprint on a like-for-like basis has fallen slightly, by 0.4 per cent to 75,000 tonnes of carbon dioxide equivalent (CO2e). Carbon footprint like for like 90,000 80,000 70,000 60,000 50,000 40,000 30,000 20,000 10,000 0 80,589 0.314 74,161 0.282 75,160 75,059 Absolute – tonnes CO2e Relative – tonnes CO2e/tonne product 0.248 0.231 2010 2011 2012 2013 0.35 0.30 0.25 0.20 0.15 0.10 0.05 0.00 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Waste Disposal breakdown tonnes Report & Accounts 2014 Cranswick plc 29 Calendar year to 31 December Waste to landfill tonnes -52.0% 6,040 5,879 6,040 5,613 Water use cubic metres per tonne of product -2.5% 3.17 12.5% 30.4% 57.1% 3,103 1,490 2008 2009 2010 2011 2012 2013 Landfi ll Recycling Refuse derived fuel 6,830 1,490 3,627 2.32 2.43 2.60 2.78 2.71 2008 2009 2010 2011 2012 2013 0.35 0.30 0.25 0.20 0.15 0.10 0.05 0.00 Carbon footprint like for like 80,589 0.314 90,000 80,000 70,000 60,000 50,000 40,000 30,000 Absolute – tonnes CO2e Relative – tonnes CO2e/tonne product 74,161 0.282 75,160 75,059 0.248 0.231 20,000 10,000 80,000 90,000 80,589 CORPORATE SOCIAL RESPONSIBILITY (CONTINUED) Carbon footprint like for like Carbon footprint like for like Energy 90,000 Energy use and cost continue to increase. The Group used 9 per cent more energy like-for-like and 15 per cent for the extended Group. Increased production accounted for much of this. Continuing the trend 0.282 of recent years, energy costs rose into double figures, giving added impetus to a programme of site specific energy reviews which has 0.282 included installation of Automatic Monitoring and Targeting (AM&T) software systems. This has culminated in one site being used as a test bed for a programme of upgrades to equipment, monitoring and control systems with the potential to reduce energy usage by around 30 per cent. Subject to performance review this technology can be rolled out across the Group. 80,589 74,161 74,161 0.314 0.314 40,000 80,000 60,000 60,000 50,000 50,000 70,000 70,000 0 40,000 30,000 investigated. 75,160 75,160 Waste to landfill tonnes -52.0% 0.248 0.248 75,059 75,059 6,040 5,879 6,040 5,613 Absolute – tonnes CO2e 0.35 Opportunities to generate revenue from the conversion of waste Relative – tonnes CO2e/tonne product 2010 2011 Absolute – tonnes CO2e Relative – tonnes CO2e/tonne product fats to biodiesel or use within the Group’s own fleet are being 0.35 20,000 30,000 As previously reported, Climate Change Agreements are in place for all sites in the Group under the second phase of this scheme. As a result, the year ended 31 March 2014 will be the final year of Cranswick’s participation in the Carbon Reduction Commitment. 10,000 20,000 10,000 0 0 2011 2011 2010 2010 Waste disposal During 2013 and in partnership with Biffa/IRM, Cranswick’s preferred waste management contractor, the Group has made a step change in its landfill reduction target by diverting 87.5 per cent of its waste Waste to landfill tonnes streams to either refuse derived fuel (RDF), anaerobic digestion (AD) or recycling. Waste to landfill tonnes -52.0% -52.0% Despite difficult market conditions within the waste industry the Group has continued to challenge its waste management contractor to establish improved disposal routes and increase rebates for recyclates. 6,040 Dedicated contract managers working “line side” assist factory management to separate and divert waste streams away from general waste resulting in a significant reduction in disposal cost per tonne. 6,040 6,040 6,040 5,879 5,879 5,613 5,613 2012 2013 2008 2012 2009 2010 2011 2013 2012 Calendar year to 31 December Waste Disposal breakdown tonnes Waste Disposal breakdown tonnes Water use cubic metres per tonne of product -2.5% 12.5% 30.4% 12.5% 30.4% 3.17 0.231 0.231 3,103 0.30 0.30 0.25 0.25 0.20 0.20 0.15 0.15 0.10 0.10 0.05 0.05 1,490 0.00 0.00 2013 2012 2013 Waste Disposal breakdown tonnes 12.5% 30.4% 57.1% Landfi ll Recycling Refuse derived fuel 6,830 1,490 3,627 Cranswick is now investigating the potential to collect and convert parts of its food waste into a high grade biofuel, capable of running its vehicle fleet whilst at the same time reducing the carbon footprint of 1,490 each vehicle by circa 80 per cent. Early indications for this project are 3,103 3,103 57.1% 57.1% encouraging. 2008 2009 2010 2011 2012 1,490 2013 2008 2009 2010 2011 2012 2013 Calendar year to 31 December 2.60 2.78 2.71 2.32 2.43 Landfi ll 1,490 Refuse derived fuel 6,830 Landfi ll 1,490 Recycling 3,627 Refuse derived fuel 6,830 Recycling 3,627 Water Water use continues to increase across the Group in absolute terms. However, the water use per tonne of production has fallen and the Group Water use cubic metres per tonne of product remains on course to meet its FHC2020 commitment of a 20 per cent fall in this measure by 2020. Water use cubic metres per tonne of product -2.5% -2.5% 2008 2009 2010 2011 2012 2013 3.17 3.17 2.32 2.32 2.43 2.43 2.60 2.60 2.78 2.78 2.71 2.71 2008 2008 2009 2009 2010 2010 2011 2011 2012 2012 2013 2013 Calendar year to 31 December 30 Cranswick plc Report & Accounts 2014 Cranswick’s commitment to have all its existing sites accredited to the Environmental Management Standard ISO14001 has been achieved, and the newly acquired sites will follow as part of their integration into the Group. Community Supporting local communities is important to the Group. Nearly 80 per cent of the workforce live within ten miles of their place of work so the Company remains centred on encouraging and supporting employees to be active in their communities through volunteer working or fundraising. The Group understands the need to work with local communities and to be a responsible neighbour. Throughout the year a number of employees have been engaged in physical challenges, raising money for their local and national charities. In addition charitable donations made by the Company at the various sites have totalled in excess of £16,000 in the year. The Group continues to be involved with the Red Lion Brand, a business which donates all of its post-tax profits to forces charities. Cranswick does not make any political donations. Summary Cranswick will continue to review and monitor the performance of its target areas set out in this report and through this process the Group’s stakeholders will have a clearer picture of what corporate responsibility means to the Company and that it is an integral part of its development. On behalf of the Board Mark Bottomley Finance Director 19 May 2014 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 31 GOVERNANCE INTRODUCTION FROM THE CHAIRMAN Chairman’s overview The Board is responsible for the stewardship of the business and is committed to maintaining high standards of corporate governance across the Group. It believes good governance enhances business performance as well as reputation within its marketplace and across relationships with its stakeholders. Cranswick’s approach to governance is outlined in the following report, which describes how it integrates into the business the main principles of the five sections of the 2012 UK Corporate Governance Code (the “Code”), namely leadership, effectiveness, accountability, remuneration and relations with shareholders. However the Company, for this year, has not complied with code B.1.2 with the number of independent directors being less than the number of executive directors; the full explanation is highlighted in the report though going forward the situation will be addressed. In line with the development of the business, the governance framework is kept under close review in order to ensure that shareholders’ interests are safeguarded and to sustain the success of the Company over the longer term. The role of the Board The Board’s main role is to work with the Executive team, providing support and advice to complement and enhance the work undertaken. The Board consistently challenges processes, plans and actions and exercises a degree of rigorous enquiry and intellectual debate. This serves to promote continual and sustained improvement across the business. The performance evaluation review undertaken during the year highlighted the positive and open culture of the Board. The Board composition and appointments are set out in the Governance Report. The Board Committees The Board Committees have also continued to perform effectively during the year. The focus of the Nomination Committee included the leadership needs and succession planning at both Board and senior executive level, including the recruitment of Mark Reckitt. The Remuneration Committee reviewed the policy for Executive Director remuneration and worked to ensure that remuneration arrangements continue to support the Company’s strategy. The Audit Committee continues to monitor the financial challenges the Group faces in a highly competitive industry and the risk management processes it develops to enable the Group to achieve its strategic objectives and to protect its reputation. Finally Cranswick remains committed to sharing its business vision with its Shareholders by maintaining regular open dialogue and effective communication. It believes that continued engagement with its Shareholders is highly beneficial to all parties as it helps to build greater understanding of its investors’ views, opinions and concerns. Martin Davey Chairman 19 May 2014 32 Cranswick plc Report & Accounts 2014 BOARD OF DIRECTORS Executive Directors + Martin Davey, Chairman Martin, who is a chartered accountant, has been with Cranswick for the past 29 years, joining the Company as Finance Director in 1985. He led Cranswick’s entry onto the Stock Exchange in 1985 and was appointed Chief Executive in 1988. He became Chairman in 2004 and has continued in this role on a part-time basis from 1 September 2013. He is also Chair of the Nominations Committee. Adam Couch, Chief Executive Adam has over 23 years’ experience in the food industry joining the operational side of the fresh pork business of Cranswick in 1991. He was appointed to the Board as Managing Director of the fresh pork business in 2003 and then became Chief Operating Officer in 2011. He was appointed to the role of Chief Executive in August 2012. Adam was also a committee member of the British Pig Executive between 2005 and 2013. Mark Bottomley, Finance Director Mark joined Cranswick as Group Financial Controller in 2008 and was appointed Finance Director in 2009. He is a chartered accountant and has several years’ experience in the food production sector where he has held a variety of senior finance roles. Jim Brisby, Sales and Marketing Director Jim joined Cranswick some 18 years ago as a sales and marketing executive. In 2004 he was appointed Sales and Marketing Director of Cranswick Country Foods plc, a major subsidiary of Cranswick, and he has been an integral member of the team that has grown the business over the years. He was appointed Sales and Marketing Director in 2010. Bernard Hoggarth, Commercial Director Bernard joined Cranswick in 1978, focusing on the agribusiness activity before becoming involved in the development of the food manufacturing business during the 1990s. He was appointed a Director in 1988 and was Chief Executive between 2004 and 2012. Subsequently Bernard remained on the Board as Commercial Director, on a part-time basis; however he will now retire after the Annual General Meeting following a 36 year association with the Company. He will, however be available to the business, if required, for any ad hoc projects that may arise. Non-Executive Directors John Worby +† * John joined Cranswick as a Non-Executive Director in 2005 and is Senior Independent Non-Executive Director and Chair of the Audit Committee. He is a chartered accountant with many years’ experience in the food industry. John retired as Group Finance Director of Genus plc in 2013 having previously worked for Uniq plc (formerly Unigate PLC) from 1978 until 2002, in various roles including Group Finance Director and Deputy Chairman. He is also a Non-Executive Director of Connect Group plc and Fidessa Group plc and is a member of the Financial Reporting Review Panel. This year John will have completed nine years as an Independent Non-Executive Director and therefore will stand down after the Annual General Meeting. +† * Steven Esom Steven joined Cranswick as a Non-Executive Director in 2009 and is currently Chair of the Remuneration Committee. He has held a number of senior positions within the food sector including Executive Director of Food at Marks & Spencer plc which followed twelve years at Waitrose, the last five years of which he was Managing Director. For the last four years he was an Operating Partner of Langholm Capital. He is currently the Non-Executive Chairman for the British Retail Consortium (trading), the Ice Organisation and Advantage Travel Centres. He was until 2013 a Non-Executive Director of Tyrrells Investments Limited. +† * Kate Allum Kate joined Cranswick as a Non-Executive Director in July 2013. She is currently Chief Executive of First Milk Limited and a former head of the European supply chain for McDonalds. +† * Mark Reckitt Mark joined Cranswick as a Non-Executive Director on 1 May 2014. Mark was Group Strategy Director of Smiths Group plc from February 2011 to April 2014 and was additionally Divisional President, Smiths Interconnect from October 2012 to April 2014. Prior to joining Smiths, Mark was interim Managing Director of Green & Black’s Chocolate and before that was Chief Strategy Officer at Cadbury plc between 2004 and 2010. Mark held a range of Strategy and Finance roles at Cadbury since joining in 1989, including Finance Director of Cadbury UK. Prior to joining Cadbury, Mark spent six years in Investment Banking and Retailing, following his qualification as a chartered accountant in 1983. Mark is also a Non-Executive Director of JD Wetherspoon plc, where he is Chair of the Audit Committee and member of the Remuneration and Nomination Committees. * Member of Remuneration Committee † Member of Audit Committee + Member of Nomination Committee S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 33 CORPORATE GOVERNANCE STATEMENT The Board is committed to high standards of Corporate Governance and takes its role very seriously in adopting and maintaining good governance. Principles of good governance The adoption and maintenance of good governance is the The Board During the year ended 31 March 2014, the Board consisted of an responsibility of the Board as a whole. This report, together with Executive Chairman, a Chief Executive, two other full time Executive the Audit Committee Report, on pages 38 to 42, the Nomination Directors, one part time Executive Director and three (four in July 2013) Committee Report, on pages 44 to 45 and the Remuneration Non-Executive Directors. All the Non-Executive Directors are deemed Committee Report, on pages 46 to 57, describes how the Board applies to be independent. the principles of good governance and best practice as set out in the Code which can be found on the Financial Reporting Council’s website www.frc.org.uk. The Board provides leadership of the Company and Group and during the year met to direct and control the overall strategy and operating performance of the Group. It is collectively responsible Statement of Compliance The Directors consider that the Company has, during the year ended and accountable to shareholders for the long-term success of the Company. To enable them to carry out these responsibilities all 31 March 2014, complied with the requirements of the Code other Directors have full and timely access to all relevant information and than with Code provision: the Board has held meetings at various operating sites so that the Directors can review the operations of those particular sites. All • B.1.2, apart from the month of July 2013, when Kate Allum joined Directors have allocated sufficient time to the Company to discharge at the beginning of the month and prior to Patrick Farnsworth their responsibilities effectively. retiring at the end of the month, as the number of Independent Non-Executive Directors was less than half the Board, excluding Board agendas are set by the Chairman in consultation with the Chief the Chairman. The Board had been aware that Bernard Hoggarth Executive and with the assistance from the Company Secretary. The intended to retire soon after standing down as Chief Executive. Company Secretary maintains a twelve month rolling programme of Bernard retires from the Board in July 2014 after which the agenda items to ensure that all matters reserved for the Board and balance of the Board will be equal numbers of Independent other key issues are considered at the appropriate time. Non-Executive Directors and Executives Directors, excluding the Chairman. It is the Board’s belief that the composition of the Board includes the appropriate skills balance, experience, independence and knowledge that the business requires. The Board will continue to keep this under review, also with diversity in mind, and assess the needs and requirements of the business as it develops. The Directors have also reviewed the financial statements and taken as a whole consider them to be fair, balanced and understandable and provide the information for shareholders to assess the Company’s performance, business model and strategy. The Audit Committee provide guidance to the Board to assist it in reaching this conclusion. Standing agenda items included: • • • • • • • • reports from the Chief Executive, Finance Director and the Sales and Marketing Director; annual strategy review; reports from the Chairs of the Audit, Remuneration and Nomination Committees; risk and risk management; health and safety reports; approval of the quarterly trading updates, half year and year end reports; approval of major capital expenditure proposals; and review of the Group’s finance requirements. 34 Cranswick plc Report & Accounts 2014 Key agenda items this year included: • • • • • • • • • acquisition of Wayland Farms Limited; acquisition of pig rearing units for Wold Farms Limited; review of other prospective business proposals; approval of the Group budget; review of the Group’s refinancing proposal; approval of the interim dividend; appointments of Kate Allum and Mark Reckitt as Independent Non-Executive Directors; consideration of the Board performance evaluation; and review of the directors’ conflict of interest register. The UK Corporate Governance Code stipulates there should be a clear division of responsibility at the head of the company between the running of the Board and the executive responsible for running the company business. The Chairman was responsible for: • • • • • • setting the Board agenda; the leadership of the Board and ensuring its effectiveness on all aspects of its role; ensuring all Directors were able to maximise their contributions to the Board; providing strategic insight from his long business experience in the industry and with the Company; providing a sounding board for the Chief Executive on key business decisions and challenging proposals where appropriate; and meeting with major Shareholders on governance matters and being an alternate point of contact for Shareholders on other matters. The Chief Executive was responsible for: • • • • • the day-to-day management of the Group’s business; leading the business and the rest of the management team in accordance with the strategy agreed by the Board; leading the development of the Group’s strategy with input from the rest of the Board; leading the management team in the implementation of the Group’s strategy including new build decisions; and bringing matters of particular significance or risk to the Chairman for discussion and consideration by the Board if appropriate. Upon appointment, all Directors undertake a formal introduction to all the Group’s activities and are also provided with the opportunity for Non-Executive Directors The Non-Executive Directors bring experience and complementary ongoing training. This ensures that they are kept up to date on changes skills to the Board, aid constructive debate and challenge during Board in relevant legislation and the general business environment, including discussions and help develop strategy with an independent outlook. the review of relevant literature and attending external courses. The Board considers the Non-Executive Directors to be independent in Procedures are in place for Directors to seek both independent advice, accordance with the definition highlighted in the Code. at the expense of the Company, and the advice and services of the Company Secretary in order to fulfil their duties. The UK Governance Code requires listed companies to undertake a rigorous annual evaluation of the performance of their Board, An Executive Committee, consisting of the Executive Directors and committees and of individual directors. senior executives of the business, meets around six times a year to discuss issues affecting the trading side of the business including the development of various projects and approving non-strategic capital expenditure. The Executive Committee reports back to the Board. Board performance evaluation David Mensley of EquityCommunications Limited, an independent business that has no other relationship with the Company, carried The Board has completed its annual review of the register relating to out an external evaluation of the Board and its Committees, which potential conflicts of interest with its Directors and confirms that no was completed in July 2013, through means of a questionnaire and such conflicts exist. discussion where necessary. The resulting report was circulated to all directors and was then discussed by the Board. Based on the The Company Secretary is responsible to the Board for ensuring that evaluation exercise the Board concluded that it, and its Committees, Board procedures are complied with and for advising the Board, were working well and a number of actions were agreed to make them through the Chairman, on all governance matters. The appointment more effective. and removal of the Company Secretary is determined by the Board as a whole. Report & Accounts 2014 Cranswick plc 35 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n CORPORATE GOVERNANCE STATEMENT (CONTINUED) The Chairman has evaluated the performance of individual Directors. Directors’ biographies and membership of the various Committees In addition, the Non-Executive Directors, led by the Senior Independent are shown on page 33. The formal terms of reference for the Board Non-Executive Director, meet, without the Chairman present, in order Committees together with the terms and conditions of appointment of to appraise his performance. Non-Executive Directors are available for inspection at the Company’s Registered Office and at the Annual General Meeting. Total number of Board meetings Attendance Martin Davey – Chairman and Chair of the Nomination Committee Adam Couch – Chief Executive Mark Bottomley – Finance Director Jim Brisby – Sales and Marketing Director Bernard Hoggarth – Commercial Director John Worby – Senior Independent Non-Executive Director and Chair of the Audit Committee Steven Esom – Independent Non-Executive Director and Chair of the Remuneration Committee Patrick Farnsworth – Independent Non–Executive Director and Chair of the Nomination Committee until retirement (3 maximum) Kate Allum – Independent Non-Executive Director (9 maximum) All the Directors attended the Annual General Meeting. 11 11 11 11 11 11 11 11 3 9 Board Committees Audit Committee The Audit Committee comprises the independent Non-Executive Directors and is chaired by John Worby, the Group’s Senior Independent Director. He is a chartered accountant who has the issue of options in accordance with the terms of those schemes. The Remuneration Committee also, in consultation with the Chief Executive, monitors the total individual remuneration package of senior executives including bonuses, incentive payments and share option and other share awards. The Remuneration Committee has access to considerable recent relevant financial experience and has spent many advice from the Company Secretary and from external advisers who years in the food industry. The Audit Committee has overall responsibility for monitoring the integrity of financial statements and related announcements and all provide detailed analysis of executive remuneration in comparable companies. Details of the Committee’s current remuneration policies are given in the Remuneration Committee Report on pages 46 to 57. aspects of internal control. The Audit Committee meets at least three The Chair of the Remuneration Committee will attend the Annual times a year; two of these meetings involve a review of the Group’s General Meeting to respond to any Shareholder questions that might interim and full year financial statements. be raised on the Committee’s activities. The work, responsibilities and governance of the Audit Committee are set out on pages 38 to 42. Nomination Committee The Nomination Committee is now chaired by Martin Davey and includes John Worby, Steven Esom, Kate Allum and from 1 May 2014 The Chair of the Audit Committee will be available at the Annual Mark Reckitt. General Meeting to respond to any Shareholder questions that might be raised on the Committee’s activities. Remuneration Committee The Remuneration Committee comprises the independent Non-Executive Directors and is chaired by Steven Esom. The Committee meets at least once a year and reviews the structure, size and composition of the Board and is responsible for considering and making recommendations to the Board on new appointments of Executive and Non-Executive Directors. It also gives full consideration to succession planning in the course of its work, taking into account Martin Davey, Adam Couch and Mark Bottomley attend the meetings the challenges and opportunities facing the Group relating to skills and of the Remuneration Committee by invitation and in an advisory expertise needed on the Board and from senior management in capacity. No Director attends any part of a meeting at which his own the future. remuneration is discussed. The Executive Directors determine the remuneration of the Non-Executive Directors. The Committee recommends to the Board the policy for executive remuneration and determines, on behalf of the Board, the other terms and conditions of service for each Executive Director. It Details of the Committee’s activities are given in the Nomination Committee Report on pages 44 and 45. The Chair of the Nomination Committee will attend the Annual General Meeting to respond to any Shareholder questions that might be raised determines appropriate performance conditions for the annual cash on the Committee’s activities. bonus and long-term incentive schemes and approves awards and 36 Cranswick plc Report & Accounts 2014 Risk management and internal control The Board of Directors has overall responsibility for the Group’s system The views of Shareholders expressed during meetings are communicated by the Chairman or the Chief Executive, as appropriate, of internal control, which safeguards the Shareholders’ investment and to the Board as a whole. Through this process the Board’s Executive the Group’s assets, and for reviewing its effectiveness. Such a system and Non-Executive Directors are able to gain a sound understanding can only provide reasonable and not absolute assurance against of the views and concerns of the major Shareholders. The Chairman, material misstatement or loss, as it is designed to manage rather than Chief Executive or the Finance Director discusses governance and eliminate the risk of failure to achieve business objectives. strategy with major Shareholders from time to time. Other Directors are available to meet the Company’s major Shareholders if requested. The Group operates within a clearly defined organisational structure The Senior Independent Non-Executive Director is available to listen with established responsibilities, authorities and reporting lines to the to the views of Shareholders, particularly if they have concerns which Board. The organisational structure has been designed in order to contact with the Chairman has failed to resolve, or for which such plan, execute, monitor and control the Group’s objectives effectively contact is inappropriate. Principles of corporate governance and voting and to ensure that internal control becomes embedded in the operations. guidelines issued by the Company’s institutional Shareholders and their representative bodies are circulated to and considered by the Board. The Board also welcomes the attendance and questions from As noted in the Audit Committee Report on pages 38 to 42, the Audit Shareholders at the Annual General Meeting which is also attended by Committee has reviewed the effectiveness of the internal control the Chairs of the Audit, Remuneration and Nomination Committees. and risk management systems and reported to the Board that it was not aware of any significant deficiency, or material weakness, in the By order of the Board system of internal control and that the business maintains a sound risk management control system. Malcolm Windeatt Company Secretary 19 May 2014 The Board confirms that the key ongoing processes and features of the Group’s internal risk based control system have been fully operative throughout the year and up to the date of the Annual Report being approved. Financial reporting The Group prepares annual budgets that are agreed by the Board. Operational management is required to report to the Board on a monthly basis on financial performance including trading results, balance sheet, cash flows and related key performance indicators. Forecasts are updated on a half yearly basis together with information on key risk areas. The use of a standard reporting pack by all Group entities ensures that information is gathered and presented in a consistent way which facilitates the preparation of the consolidated financial statements. Shareholders The Board attaches great importance to maintaining good relationships with all Shareholders who are kept informed of significant Company developments. Presentations are made by the Chief Executive, the Finance Director and the Sales and Marketing Director, to analysts and institutional Shareholders on the half year and full year results and to discuss Company direction. A similar presentation is made to shareholders attending the Annual General Meeting. Significant matters relating to the trading or development of the business are disseminated to the market by way of stock exchange announcements. S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 37 AUDIT COMMITTEE REPORT Letter from the Chair of the Audit Committee Dear Shareholder, Introduction On behalf of the Board I am pleased to present the Audit Committee’s annual report for the year ended 31 March 2014. The purpose of the report is to highlight areas that the Committee has reviewed during the year including areas of financial reporting issues, the risk management of the Group, internal controls and the role of the auditors. Role of the Committee The Committee’s primary role is to assist the Board in the provision of effective governance over the appropriateness of the Group’s financial reporting, risk management and internal control. It is responsible for monitoring the integrity of the financial statements and considering whether accounting policies adopted are appropriate. It also reviews the Company’s internal controls and risk management systems and considers the activities, plans and effectiveness of both the Group’s internal audit function and its external auditor. A summary of the Audit Committee’s principal responsibilities is set out in the Audit Committee report on the following pages. Activities of the Committee The Audit Committee met three times during the year to consider issues relating to: • • • • • financial reporting; risk management and internal control; internal audit; external audit effectiveness; and auditor independence. The work of the Committee in each of these areas is explained in detail in the Audit Committee report on the following pages. Given the changes in reporting requirements arising from the UK Corporate Governance Code, which apply to these financial statements, the Committee focused on financial reporting during the year. In particular, the Audit Committee report has been enhanced to cover key issues and judgements and how they were dealt with by the Committee and to cover the work done on the effectiveness of the external audit. In addition, at the request of the Board, the Audit Committee has reviewed and reported to the Board that it is satisfied that the financial statements taken as a whole are fair, balanced and understandable and provide the information for Shareholders to assess the Company’s performance, business model and strategy. In order to give this report the Audit Committee carried out a number of additional procedures including: • • • • reviewing and giving feedback on an early draft of the Annual Report at a special additional Audit Committee meeting; obtaining confirmation from the relevant preparers of the various parts of the Annual Report that they had reviewed the fairness and completeness of their sections; ensuring a thorough verification process had been completed; and reviewing and discussing a paper from the Finance Director outlining issues to consider and why he believed the Annual Report was fair balanced and understandable. The Board and the Committee understand that “fair” should mean reasonable and impartial, “balanced” should mean even-handed in terms of being positive and negative and “understandable” should mean simple, clear and free from jargon or unnecessary clutter. On behalf of the Board John Worby Chair of the Audit Committee 19 May 2014 38 Cranswick plc Report & Accounts 2014 The Audit Committee has overall responsibility for monitoring the integrity of the financial statements, and related announcements, the effectiveness of the risk control procedures and internal control systems which are important to both management and to the Shareholders. The Audit Committee Members of the Audit Committee consist of the independent Non-Executive Directors: John Worby, Steven Esom, Kate Allum and, until 31 July 2013, Patrick Farnsworth. Mark Reckitt joined the Committee on 1 May 2014. The Committee is chaired by John Worby, a qualified chartered accountant, and who has considerable recent relevant financial experience. Total number of Committee meetings Attendance John Worby – Chair Kate Allum (2 maximum) Steven Esom Patrick Farnsworth (1 maximum) 3 3 2 3 1 Activities of the Committee The Committee is required to meet at least three times a year and has an agenda linked to the Group financial calendar. It invites the Company Chairman, the Chief Executive, the Finance Director and the external auditors to attend its meetings together with the Group Financial Controller and Internal Audit. The Company Secretary also attends the meetings as secretary to the Committee. Both the external auditors and Internal Audit have the opportunity to access the Committee, without the Executive Directors being present, at any time, and the Committee formally meets with both the external auditors and internal audit independently at least once a year. Summary of the Audit Committee’s principal responsibilities: • • • • • • • • • reviewing and monitoring the integrity of the Group’s, quarterly trading statements, half yearly and full year financial statements; reviewing the Group’s accounting policies; keeping under review the effectiveness of the Group’s financial reporting, internal controls and risk management systems; monitoring and reviewing the effectiveness of the Internal Audit function in the context of the Company’s overall risk management system; reviewing the annual internal audit plan and Internal Audit reports on accounting, internal financial and other control matters; overseeing the relationship with the external auditors including the effectiveness, scope, cost and objectivity of the external audit; recommending the appointment, reappointment or removal of the external auditors; reviewing the independence of the external auditors, including considering the level of non-audit work carried out by them; and reviewing and monitoring the Company’s procedures in relation to the Company’s Whistle Blowing and Anti-Bribery policies. The Committee annually reviews its terms of reference and makes recommendations to the Board for any appropriate changes. The current Terms of Reference include all the relevant aspects set out in the UK Corporate Governance Code and will be available for inspection at the Company’s Registered Office and at the Annual General Meeting. S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 39 AUDIT COMMITTEE REPORT (CONTINUED) Financial reporting During the year the Audit Committee reviewed reports from the Finance Director and the external auditors on matters of significance in relation to the financial statements, including key estimates and judgements made in preparing the statements. An additional meeting of the Audit Committee was set up to discuss an early draft of the content of the 2014 Report & Accounts covering areas of significance in each of the reports in light of the new reporting regulations. They also reviewed the final content of the 2014 Report & Accounts and the 2013 Interim Report, and as noted in the covering letter to this report to Shareholders, they also undertook enhanced procedures in relation to whether the financial statements taken as a whole are fair, balanced and understandable and provide the information for Shareholders to assess the Company’s performance, business model and strategy. Significant issues considered during the year included: • • fair values on the acquisition during the year of Wayland Farms and the Wold Farm transaction – valuations were compiled based on reports by external advisers and consultants. The Audit Committee was satisfied that the valuations adopted were reasonable; a review of the contingent consideration on the Kingston Foods acquisition in the prior year – contingent targets were highly unlikely to be met and, in agreement with the previous vendors of the business who waived their rights to any further consideration, the Audit Committee was satisfied that it was appropriate that the balance of the consideration was released and that it be treated as an exceptional item; • the carrying value of goodwill and whether there has been any impairment. This included reviewing the position in relation to the Group’s sandwich business following the impairment of goodwill made in 2012 – following a review of forecast earnings and cash flow projections the Committee was satisfied that no further impairment had occurred; • assessing whether there was sufficient banking headroom to support a going concern concept – an amendment and extension of banking facilities was completed before the year end, increasing the facilities. Based on forecast earnings and cash flow projections the Committee was satisfied that the going concern concept can be supported; • the review of accruals and provisions, including customer overriders, in respect of liabilities not settled at the year end date – these were discussed with the various management teams. The Audit Committee was satisfied that any provisions not required were released and that the accrual for liabilities not provided appeared to have been reasonably calculated; • the valuation of the closed defined benefit pension scheme – a triennial valuation was carried out by external advisers and the outcome was reflected in the financial statements. The Audit Committee reviewed the reasonableness of the key assumptions, including obtaining input from the external auditors; and • the valuation process of biological assets following the acquisition of pig herds during the year – biological assets were valued in line with the requirements of IAS 41 using adjusted market data inputs. The net IAS 41 valuation movement on the biological assets was highlighted separately on the face of the income statement. The Audit Committee reviewed a paper from the Finance Director on the basis of calculation and was satisfied that the standard had been fairly applied and the required disclosures made in the financial statements. The Audit Committee, after discussions with the external auditors, accepted that these issues noted above had been fairly treated in the financial statements. The Committee also reported to the Board that it was satisfied that the financial statements taken as a whole are fair, balanced and understandable and provide the information for Shareholders to assess the Company’s performance, business model and strategy. Risk management and internal control The Audit Committee is responsible for keeping under review the effectiveness of the Company’s internal control and risk management systems. The Chair of the Audit Committee reports to the Board, following each Audit Committee meeting, on issues relating to internal controls and risk management. The Group has a whistle blowing policy in place, including an independent help line, which includes arrangements by which staff can, in confidence, raise concerns about possible improprieties in financial reporting and other matters. The policy, together with any whistle blowing incidents, is reviewed regularly by the Audit Committee. Key ongoing processes include: • • • • • a system to identify, evaluate and manage business risk; maintaining a strong control environment; formulating, reviewing policies and procedures in relation to whistle blowing and compliance with the Bribery Act; an information and communication process; and a monitoring system and a regular review of effectiveness by the Audit Committee. 40 Cranswick plc Report & Accounts 2014 A Group Risk Committee monitors the risk areas within the Group and reports directly to the Audit Committee. The Risk Committee is chaired by the Finance Director and includes other senior executives covering the commercial, operational, technical, information technology, engineering, health and safety, environmental and financial functions of the business. Internal audit and the Company Secretary also attend these meetings. The team identifies the key business risks within their functions, considers the financial and operational implications and assesses the effectiveness of the control processes in place to mitigate these risks. Internal Audit completes a rolling program of reviews of site risk registers, to challenge completeness and accuracy, and highlights any key issues back to the Group Risk Committee. A summary of the findings was reported to and reviewed by the Audit Committee and the Board and this, along with the Board’s direct involvement in the strategies of the businesses, investment appraisal and the budgeting process, enabled the Audit Committee to review and report to the Board on the effectiveness of internal control. end of the current statutory audit partner’s five year term as lead audit partner. The Audit Committee also approves the terms of engagement and remuneration of the external auditors and monitors their independence. Effectiveness of the external audit process During the year, the Committee undertook a review of Ernst & Young’s performance and the effectiveness of the external audit process. The assessment as to the effectiveness was conducted through an external audit questionnaire with the Audit Committee members and the Group’s senior finance management team, the results of which were reviewed and discussed by the Audit Committee and with the auditors. The Committee also gave consideration to Ernst & Young’s experience and expertise, the extent to which the audit plan had been met, its robustness and perceptiveness with regard to key accounting and audit judgements, and the content of its audit reports. Following its review the Audit Committee reported to the Board that it was not aware of any significant deficiencies, or material weaknesses, in the system of internal control and that the business The Committee remains satisfied with Ernst & Young’s performance and is of the view that there is nothing of concern that would impact the effectiveness of the external audit process. maintains a sound risk management control system. Internal Audit The Audit Committee is responsible for monitoring the performance and effectiveness of the Company’s internal audit activities. The Group’s Internal Audit function includes Company employees supported by a third party provider, currently Grant Thornton, which provides specialist advice and resource where necessary. The role of Internal Audit is to advise management and to report to the Audit Committee on the extent to which systems of internal control are effective and to provide independent and objective assurance that the processes by which significant risks are identified, assessed and managed are appropriate and effectively applied. The Audit Committee reviewed and approved the annual internal audit plan and received regular updates on progress in meeting the plan objectives at each of its meetings during the year. The internal audit approach is risk based and takes into account the overall Group risk framework, as well as risks specific to individual operations. The plan set out at the beginning of the current year was achieved. Internal audit findings together with responses from management were considered by the Audit Committee and where necessary challenged. The Audit Committee also reviewed progress by management in addressing the issues identified on a timely basis. The Audit Committee undertook its annual review of the extent and effectiveness of the work of the Internal Audit function. External auditors Ernst & Young LLP has been the Group’s auditor since 1972 following the take-over of a local Hull based practice. The Audit Committee assesses annually the qualification, expertise, resources and independence of the auditor and the effectiveness of the audit process. The Audit Committee is also responsible for recommendations for the appointment, reappointment or removal of the external auditors. The Committee periodically reviews the tendering of the external audit function, the last such tender being in 2008. Subject to ongoing satisfactory performance of the external auditors, the Committee expects to carry out another tendering exercise in 2017 following the Auditor independence The Group meets its obligations for maintaining an appropriate relationship with the external auditors through the Audit Committee, whose terms of reference include an obligation to consider and keep under review the degree of work undertaken by the external auditor, other than the statutory audit, to ensure such objectivity and independence is safeguarded. There is an established policy in place concerning the types of non-audit services the external auditors should not carry out to avoid compromising their independence and these include internal accounting or other financial services, executive or management roles or functions, and remuneration consultancy. In addition, the Chair of the Audit Committee is consulted prior to awarding to the external auditors any non-audit services in excess of £20,000. During the year the Audit Committee reviewed and considered the following factors in assessing the objectivity and independence of Ernst & Young LLP: i) ii) iii) iv) the auditors’ procedures for maintaining and monitoring independence, including those to ensure that the partners and staff have no personal or business relationships with the Group, other than those in the normal course of business permitted by UK ethical guidance; the auditors’ policies for the rotation of the lead partner, every five years, and key audit personnel. The current Senior Statutory Audit Partner was selected by Ernst & Young in 2012 and the current senior manager has been in place since 2008; the nature of non-audit work undertaken during the year and its approval in accordance with the Audit Committee’s guidelines for ensuring independence; and a report from Ernst & Young LLP confirming that they have adequate policies and safeguards in place to ensure that auditor objectivity and independence is maintained. Report & Accounts 2014 Cranswick plc 41 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n AUDIT COMMITTEE REPORT (CONTINUED) Details of the non-audit work and fees paid during the year are set out below: Non-audit fees Tax compliance services Tax advisory services Other services Total non-audit fees Total audit fees Ratio of non-audit fees to audit fees £’000 75 46 158 279 175 1.6 : 1 The work undertaken by the external auditors during the year Following consideration of the above matters relating to the and the safeguards considered by the Audit Committee to ensure performance and independence of the external auditors at a meeting independence included the following: of the Audit Committee in May 2014, a recommendation was made to the Board for the reappointment of Ernst & Young LLP as the i) The auditors provide tax advice. Their audit objectivity and independence was safeguarded through the use of a separate Company’s external auditors to be proposed to Shareholders at the 2014 Annual General Meeting. tax partner. ii) Ernst & Young were engaged to advise the Company on a behalf by: This report was approved by the Audit Committee and signed on its number of corporate transactions. Following a tender, for this type of work, carried out in 2011/12, and given the nature of the work during the following years it was concluded, after careful consideration and following reports and discussions with the Finance Director and the senior management team, that Ernst & Young were best placed to carry out this work. Their audit objectivity and independence was safeguarded through the use of a separate corporate transactions partner and prior approval by the Chair of the Audit Committee on a John Worby Chair of the Audit Committee case by case basis. 19 May 2014 The Audit Committee is aware of, and sensitive to, investor body guidelines on non-audit fees and the policy of awarding non-audit services is kept under review to ensure that the correct balance is maintained between ensuring that the Group realises cost-effective benefits from accumulated knowledge, and experience of, Ernst & Young whilst also making sure that their audit independence and objectivity is maintained. During this last year the Audit Committee was concerned that the level of non-audit fees earned by Ernst & Young was increasing due to the continuing corporate activity being undertaken by the Group and that, as a result, unless some action was taken, the ratio of non- audit to audit fees paid to Ernst & Young would consistently be above one to one. It therefore took the decision to carry out a tendering exercise for the Group’s tax compliance services. This process involved PricewaterhouseCoopers, KPMG, Grant Thornton, BDO and Baker Tilly. On 31 January 2014 PricewaterhouseCoopers was appointed to provide tax compliance services to the Group. As a result the non-audit fees earned by Ernst & Young should reduce accordingly. 42 Cranswick plc Report & Accounts 2014 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 43 NOMINATION COMMITTEE REPORT The Nomination Committee reviews the structure, size and composition of the Board and is responsible for considering the skills, knowledge, experience and gender for the Board to operate effectively and to give consideration to succession planning. The Nomination Committee since the retirement of Patrick Farnsworth on 31 July 2013 is chaired by Martin Davey and includes the Non-Executive Directors John Worby, Steven Esom, Kate Allum, and from 1 May 2014 Mark Reckitt. Total number of Committee meetings Attendance Martin Davey – Chair Kate Allum Steven Esom John Worby Role of the Committee The Committee meets at least once a year, it reviews the structure, size and composition of the Board and considers the optimal level of independence and diversity of skills, knowledge, experience and gender required for the Board to operate effectively. It is responsible for considering and making recommendations to the Board on new appointments of Executive and Non-Executive Directors. It also gives due consideration to succession planning in the course of its work, taking into account the challenges and opportunities facing the Group and the skills and expertise needed within the Board and senior management in the future. Activities of the Committee The Committee met on three occasions in the year ended 31 March 2014 to consider the following matters: • • • the structure, size, composition and diversity of both the Board and its Committees; succession planning for the Group and senior executives; the diversity policy for the Group; 3 3 3 3 3 • • recommendations to the Board on the appointment of a Non-Executive Director; and the Committee’s Terms of Reference to ensure they reflect the Committee’s remit. The Committee has reviewed the diversity policy which provides for equality and fairness, recognising and respecting individual strengths and differences. The policy enables all employees and prospective employees to be treated in the same way. Whilst the Board and Nomination Committee respects the benefits of diversity and supports it in its approach to external recruitment and internal appointments, it is not considered appropriate or necessary to set any specific or measurable targets. All appointments are made on individual merit regardless of gender, ethnicity or religious beliefs. The Group’s principal concern is to ensure that all candidates have the appropriate skills, knowledge and experience to fulfil the role. 44 Cranswick plc Report & Accounts 2014 Appointment to the Board During the year the Committee acknowledged that John Worby will complete nine years as an Independent Non-Executive Director on 1 August 2014. As he will no longer be considered independent after this point under Corporate Governance rules and best practice, the Company will be required to have another Independent Non-Executive Director. The Board carried out a formal, rigorous and transparent process by arranging for an independent adviser, Norman Broadbent Executive Search Limited, to short list a number of candidates for interview. No open advertising was carried out; the Committee preferred to use the services of an independent adviser. After carrying out the exercise and the preferred candidate meeting with the Committee and a number of Executive Directors, the Board appointed Mark Reckitt as an Independent Non-Executive Director. He is a chartered accountant, has considerable recent relevant financial experience and is well placed to succeed John Worby as Chair of the Audit Committee. He joined the Board on 1 May 2014. Norman Broadbent Executive Search Limited does not have any connections with the Company or Group. Retirement from the Board Bernard Hoggarth has announced his intentions to retire from the Board after the Annual General Meeting following an association of 36 years with the Company. There are no plans to replace him on the Board as Jim Brisby’s appointment as Sales and Marketing Director in 2010 and Adam Couch’s promotion to Chief Executive in 2012 were considered by the Board as part of the succession planning needed for when Bernard retired. Re-election All Directors who served throughout the year will be standing for re-election at the Annual General Meeting apart from John Worby, who will have completed nine years as an Independent Non- Executive Director on 1 August 2014, and Bernard Hoggarth who has announced his retirement from the Board after the Annual General Meeting. Mark Reckitt, who joined since the last Annual General Meeting. will be standing for election. The Board has set out in the Notice of Annual General Meeting its reasons for supporting the re-election of the Directors at the forthcoming Annual General Meeting. Their biographical details on page 33 demonstrate the range of experience and skills which each brings to the benefit of the Company. The Chair of the Nomination Committee will attend the Annual General Meeting to respond to any Shareholder questions that might be raised on the Committee’s activities. On behalf of the Board Martin Davey Chair of the Nomination Committee 19 May 2014 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 45 REMUNERATION COMMITTEE REPORT Letter from the Chair of the Remuneration Committee Dear Shareholder, Introduction On behalf of the Board I am pleased to present the Remuneration Committee’s annual report on Directors’ remuneration for the year ended 31 March 2014. The report sets out the Group’s remuneration policy and gives details of the remuneration paid to Executive and Non-Executive Directors for their services to the Company during the year. Role of the Remuneration Committee and principles of remuneration policy The principal role of the Remuneration Committee is to determine and agree with the Board the policy for the remuneration of the Executive Directors. Within the framework of the agreed policy the Committee is responsible for all aspects of the Executive Directors’ remuneration and those senior executives earning in excess of £150,000 per annum, for monitoring the remuneration of other senior executives and administering the long-term incentive arrangements. It undertakes a regular review of the incentive plans to ensure that they remain appropriate to the Company’s current circumstances, prospects and strategic priorities and that, in particular, the remuneration policy adopted is aligned with and based on the creation of value for shareholders and provides appropriate incentives for management to achieve this objective without taking inappropriate business risks. The Committee also reviews and notes annually the remuneration trends across the Group and any major changes in employee benefit structures. Activities of the Committee The Committee met on six occasions in the year ended 31 March 2014 to consider the following matters: • • • • • • • review the Executives Directors’ and other senior executives base salaries; set corporate and personal objectives for the 2013/14 annual bonus arrangements for Executive Directors and senior executives; assess the performance against the targets set for the Executive Directors’ bonus arrangements for 2012/13; approve the outturn of the performance criteria for the Long Term Incentive awards which were granted in 2010; approve the Long Term Incentive awards granted in 2013; recommend to the Board for approval the issue of the Company’s Save As You Earn (SAYE) share scheme for 2013 which is available to all eligible employees; and consider the revised remuneration reporting regulations and prepare this report on Directors’ remuneration. Remuneration disclosure This report complies with the requirements of the Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008 as amended in 2013 (the “Regulations”), the principles of the 2012 UK Corporate Governance Code and the Listing Rules of the Financial Conduct Authority. It is split into two distinct sections: First, a policy report which is subject to Shareholders approval: • • • sets out the different elements which make up the Executive Directors’ remuneration; explains how each component operates; and details the performance metrics which underpin each element of remuneration. Second, it contains an Annual Report on Remuneration, which discloses how the policy for Executive remuneration has been applied during the year. Overview of the last financial year As highlighted in the Chairman’s Statement on pages 4 and 5, Cranswick made positive progress, with adjusted operating profit and earnings per share ahead of last year. The targets set by the Remuneration Committee, which had been based on the Group Budget for the year, anticipated the challenging trading environment with strong inflationary pressures within the supply chain and a highly competitive retail environment. It was necessary for management to step change performance in order to meet these targets with emphasis on growing sales through innovation, high operational efficiency, growing volumes in the critical Christmas period and mitigate the rapid increase in raw material price inflation. The performance was above the targets set. Accordingly bonus payments were made at around 47 per cent of salary, just lower than a third of the maximum available of 150 per cent. As reported last year the pay award to the Executive Directors base salaries, on 1 May 2013, was 3.3 per cent which is reflected in the table on page 53 other than for Adam Couch who received a second and final step increase on 1 May 2013 to align with market rates following his appointment as Chief Executive on 1 August 2012. Further details of Adam’s salary review are set out on page 53. 46 Cranswick plc Report & Accounts 2014 Highlights for the current financial year No changes are being proposed to the Group’s current policy on Executive remuneration. In accordance with current policy, the Executive Directors, were awarded an increase of 2.7 per cent in line with the annualised increase in the Retail Prices Index (RPI) as at 28 February 2014, to be effective from 1 May 2014. This award is consistent with the benchmark for the review of other senior executives and the level of pay award across the Group which also takes into account local practices and regional variations in pay and conditions. Summary Executive remuneration policy will continue to be monitored to ensure it is correctly aligned with the Group’s business strategy. The Remuneration Committee considers the policy, set out in this report, to be an appropriate one which aims to properly reward performance in line with the Company’s business objectives and growth and delivery of Shareholder value. On behalf of the Board Steven Esom Chair of the Remuneration Committee 19 May 2014 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 47 REMUNERATION COMMITTEE REPORT (CONTINUED) Remuneration policy report The remuneration policy that is intended to apply, subject to Shareholders’ approval, from 1 May 2015 is detailed below. Current remuneration arrangements will be in line with this policy. Link between policy, strategy and structure Cranswick’s remuneration policy is principally designed to attract, motivate and retain Executive Directors and senior executives to execute effectively its corporate and business strategy in order to deliver annual operating plans and sustainable year on year profit growth, as well as to generate and preserve value to its Shareholders over the longer term without encouraging excessive levels of risk taking. The principles and values that underpin the remuneration strategy are applied on a consistent basis for all Group employees. It is the Group’s policy to reward all employees fairly, responsibly and by reference to local market practices, by providing an appropriate balance between fixed and variable remuneration. The remuneration package is in two parts: • • a non-performance part represented by basic salary (including pension and benefits); and a significant performance related element in the form of a profit related bonus and share-based awards. The details of individual components of the remuneration package and service contracts (to which there are no planned changes to the current approach in 2014–15) are set out below: Element of pay Purpose and link to strategy Operation Performance metrics Maximum entitlement Base salary To provide a market Set competitively to reflect the Any increase is Base salaries will competitive base salary individual’s skills, experience and based on individual move in line with the to attract and retain responsibilities performance, change RPI and consideration executives in role and the of the level of pay Periodic reviews of market rates Company pay award awards for other employees. Every three years the base salary will be bench marked against market rates Pension entitlement is limited to 20 per cent of base salary Base salaries are reviewed annually and take into account inflation and performance and any changes take effect from 1 May. Every three years a review is carried out, with external advisers, to benchmark the salaries and to ensure they remain competitive Pension To provide a framework to Executive Directors are entitled to N/A save for retirement non-contributory membership of the Group’s defined contribution pension scheme with the employer’s contribution set at up to 20 per cent of each Executive Director’s base salary Alternatively, at their option, Executive Directors may have contributions of the same amount paid to them in cash, in lieu of pension, subject to the normal statutory deductions In some cases there are payments of pension contributions in lieu of salary Benefits To provide market Market competitive benefits principally N/A competitive benefits as comprise health insurances, personal part of the remuneration tax, pensions advice and company car package allowance Benefits are not pensionable Benefits will move in line with market rates 48 Cranswick plc Report & Accounts 2014 Element of pay Annual bonus Purpose and link to strategy To incentivise Executive Directors and senior executives linked to the performance of the business, on an annual basis, based on key financial metrics Operation Performance metrics Maximum entitlement The bonus scheme in operation is based on the achievement of Group profit targets which are set having regard to the Company’s budget, historical performance and market outlook for the year, the full details are given below The performance is based solely on the Group’s profit before tax, with a sliding scale of targets set around budget performance The maximum payable is 150 per cent of base salary S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n A small part of the bonus relates to the achievement of a target profit performance for the first half of the year, where a fixed sum is paid, with the remaining element based on an annual profits target The bonus targets are reviewed every year and changes take effect from 1 April with interim payments being made in November and June the following year, provided targets are achieved The total bonus is capped at 150 per cent of basic salary and is non- pensionable There is a claw back arrangement in place should the need arise, for example, if the profit on which any bonus is paid is subsequently found to be overstated Subject to approval by the Board of awards to be made SAYE options are made available to eligible staff, including Executive Directors, with the full 20 per cent discount being given to the relevant share price at the time. Employees can save up to £250 per month in this scheme. For 2014 the savings limit has been increased to £500 per month The LTIP awards are granted by the Remuneration Committee and only vest after three years on the achievement of demanding targets aligned to total shareholder return (TSR) and earnings per share (EPS), the full details of which are reported on page 50 N/A Fees are reviewed periodically and take into account market rates. Additional payments may be paid to the Senior Independent Non-Executive Director and to Chairs’ of Board Committees to reflect the additional responsibilities attached to these positions Non-Executive Directors do not participate in the Group’s incentive bonus arrangement, pension scheme, or share-based awards N/A Going forward the maximum that can be saved is limited to £500 per month The LTIP award during the year will have a three year performance period commencing on 1 April of that year and ending three years later on 31 March For Executive Directors the value of the entitlement per annum is equivalent to 100 per cent of salary and in exceptional circumstances this can be increased to 200 per cent The maximum available moves in line with market rates Report & Accounts 2014 Cranswick plc 49 Share-based awards A Save As You Earn (SAYE) share scheme is available to all eligible employees Long-term incentive (LTIP) awards are available to ensure that executives and senior management are involved in the longer-term success of the Group Fees payable to Non- Executive Directors To pay fees in line with those paid by other UK listed companies of comparable size REMUNERATION COMMITTEE REPORT (CONTINUED) Long term incentive plan (LTIP) The Remuneration Committee awards options under the LTIP scheme in order to ensure that Executive Directors and senior management Recruitment policy The recruitment policy is that new Directors will be entitled to are involved in the longer-term success of the Group. Options can only participate in the short-term and long-term incentive plans on the be exercised if certain performance criteria are achieved by the Group. same basis as existing Directors and their level of pay may be based on their increasing role and responsibilities and in line with market rates. • 50 per cent of the options granted are subject to an earnings per share (EPS) target measured against average annual increases in the Retail Price Index (RPI) over a three year period. The EPS Overall policy The Group’s policy is that the overall remuneration package offered target allows 25 per cent of the shares subject to the target to be should be sufficiently competitive to attract, retain and motivate high issued at nil cost at an average annual outperformance above RPI quality executives whilst giving consideration to salary levels in similar of 3 per cent and 100 per cent of the shares at an average annual sized quoted companies in the sector and in the region. Their outperformance of 7 per cent with outperformance between share-based awards (LTIP) are aligned with the long-term progress 3 and 7 per cent rewarded pro rata. of the Group and in line with the Shareholders’ interests. The bonus award is linked to the performance of the business based on key • 50 per cent are aligned to a total shareholder return (TSR) target financial metrics. measured against a comparable group of food companies over a three year period. The TSR target allowed 30 per cent of the shares subject to the target to be issued at nil cost at the 50th percentile and 100 per cent at the 75th percentile with performance between the 50th and 75th percentiles rewarded pro-rata. The comparison companies used by Cranswick are: Associated British Foods plc, A G Barr plc, Britvic plc, Carrs Milling Industries plc, Dairy Crest Group plc, Devro plc, Greencore Group Service contracts The Remuneration Committee’s current policy is not to enter into employment contracts with any element of notice period in excess of one year. Accordingly, the following Executive Directors have a one year rolling contract: Adam Couch commencing 1 May 2006 (revised 1 August 2012), Mark Bottomley from 1 June 2009 and Jim Brisby from 26 July 2010. For early termination the Remuneration Committee will consider the circumstances including any duty to mitigate loss and determine compensation payments accordingly. plc, Hilton Food Group plc, Kerry Group plc, McBride plc, Premier The service contract for Martin Davey includes a one year notice period Foods plc, Robert Wiseman Dairies plc (to the 2011 offer as no- from 1 May 2006 except in the case of a takeover of the Company longer quoted) and Tate and Lyle plc. Under the terms of the scheme an award to an individual cannot exceed 100 per cent of that individual’s annual salary except in exceptional circumstances when up to 200 per cent of the annual salary is permitted. The Remuneration Committee, which decides whether performance conditions have been met, considers EPS and TSR to be the most appropriate measures of the long-term when the notice period is two years for the first six months following the takeover. The contract also has special provisions relating to liquidated damages requiring that the notice period stipulated in the contract will be paid in full. These conditions were incorporated into new contracts several years ago when the Directors changed from contracts that had notice periods of up to three years. Whilst these contractual terms differ from the current policy, the Remuneration Committee has concluded that it would not be appropriate, in the circumstances, to seek to further amend the contractual terms agreed performance of the Group. with this individual in 2006. Annual bonus arrangement The bonus scheme in operation is based on the achievement of Group profit targets which are set having regard to the Company’s budget, Bernard Hoggarth has a similar contract though he has given notice that he will retire at the 2014 Annual General Meeting. historical performance and market outlook for the year. The actual There are no termination or exit payments in any of the service target is not disclosed as it is considered to be sensitive information. contracts. Any sums payable up to the point of leaving will be There are four bonus profit targets triggering 20 per cent, 40 per cent, considered by the Remuneration Committee and will take into account 80 per cent and 150 per cent of base salaries with a pro-rata basis for earnings, any bonus earned, any share awards due and any pay in profits falling between those targets. There is a fixed sum paid out at lieu of notice. Similarly it is not the intention of the Remuneration the half year stage based on the achievement of the half year target. Committee to commit the Company to pay signing on payments for any new directors, though it reserves the right to review this position in Discretion The Committee retains discretion to make any payments, certain situations. notwithstanding that they are not in line with the policy set out above, where the terms of the payment were agreed i) before the policy Non-Executive Directors Each Non-Executive Director has an appointment letter – John Worby came into effect, or ii) at a time when the relevant individual was not for 31 months from 1 January 2012, Steven Esom for three years from a director of the Company and, in the opinion of the Committee, the 12 November 2011, Kate Allum for three years from payment was not in consideration of the individual becoming a Director 1 July 2013 and Mark Reckitt three years from 1 May 2014. The of the Company. continuing appointments are subject to annual re-election at the Company’s Annual General Meeting. 50 Cranswick plc Report & Accounts 2014 The remuneration of the Non-Executive Directors is determined by the The following are the key aspects of how pay and employment Executive Directors and reflects: • • the time, commitment and responsibility of their roles; that their fees are reviewed annually with consideration being given to market rates and the need to attract and retain individuals with the necessary skills and experience; and • that they do not participate in the Group’s incentive bonus arrangement, pension scheme or share-based awards. Copies of the service contracts and letters of appointment are held at the Company’s Registered Office and will be available for inspection at the Annual General Meeting. Pay and conditions across the Group The Committee does not directly consult with employees regarding the conditions across the Group are taken into account when setting the remuneration of employees including the Executive Directors: • • • • • the Group operates within the UK food sector and has many employees who carry out demanding tasks within the business; all employees, including Directors, are paid by reference to the market rate; performance is measured and rewarded through a number of performance related bonus schemes across the Group including LTIP share options for Executive Directors and senior executives; performance measures are cascaded down through the organisation to individual businesses; the Group offers employment conditions that are commensurate with a medium sized quoted company, including high standards of health and safety and equal opportunities; and remuneration of the Executive Directors. However, when considering • the Group operates a Save As You Earn share schemes which is remuneration levels to apply, the Committee will take into account open to all eligible employees including Executive Directors. (It base pay increases, bonus payments and share awards made to the is worth noting that around 20 per cent of the workforce holds Company’s employees generally. shares in the Company). Potential remuneration of Executive Directors The tables below illustrate the potential pay opportunities for the Executive Directors under three different scenarios for 2014/15. Chairman £’000 Chief Executive £’000 2,000 1,500 1,000 500 0 38% 37% 25% 31% 30% 39% 100% LTIP Bonus Basic 3,000 2,500 2,000 1,500 1,000 500 0 23% 33% 44% 100% 29% 43% 28% Fixed On target Maximum Fixed On target Maximum Finance director £’000 Sales director £’000 2,000 1,500 1,000 500 0 • • • 31% 41% 28% 24% 33% 43% 100% 2,000 1,500 1,000 500 0 24% 33% 43% 100% 31% 41% 28% LTIP Bonus Basic Fixed On target Maximum Fixed On target Maximum Fixed – comprises fixed pay being base salary, benefits and pension On target – assumes performance achieves 50 per cent of the bonus and 50 per cent of the LTIP award Maximum – the maximum amount receivable for the bonus and LTIP award The LTIP value has been calculated using the closing price as at 31 March 2014. LTIP Bonus Basic LTIP Bonus Basic S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 51 REMUNERATION COMMITTEE REPORT (CONTINUED) Annual Report on Remuneration for the year ended 31 March 2014 The Remuneration Committee recommends to the Board the policy for the Executive Directors’ remuneration including terms and conditions of service, the performance conditions for the annual cash bonus and long-term incentive schemes, and the total remuneration packages for senior executives. The Remuneration Committee The Remuneration Committee is responsible to the Board and comprises the Non-Executive Directors chaired by Steven Esom. The Chairman attends the meetings, along with the Chief Executive and the Finance Director, in an advisory capacity as and when requested and the Company Secretary attends the meetings as secretary to the Committee. No individual is involved in decisions relating to their own remuneration. Total number of Committee meetings Attendance Steven Esom – Chair Kate Allum (2 maximum) Patrick Farnsworth (4 maximum) John Worby 6 6 2 4 6 Role of the Committee The role of the Committee is to: Advisers to the Committee The Committee keeps itself fully informed on the developments within the industry and in the field of remuneration and seeks advice from • • • • • • review the ongoing relevance and effectiveness of the Group external advisers where appropriate. The Committee reviews and remuneration policy; benchmarks its remuneration policy through external consultants determine the remuneration of the Company’s Executive Directors typically every two to three years; the last such review was carried out and other senior executives earning in excess of £150,000 by AON Hewitt in 2011, effective for 2012, and the intention is for a per annum; further review to be undertaken in 2014 for implementation in 2015. monitor the remuneration of the Group’s other senior executives; approve the design of the Executive Directors’ and the Group’s AON Hewitt, which is independent and has no connection to senior executives’ annual bonus arrangement; Cranswick, has been retained by the Remuneration Committee for approve the level and appropriateness of the long-term incentive advice throughout the year. AON Hewitt provides no other services to plan (LTIP) for the Executive Directors and senior executives; and the Company though it is now part of the AON Corporation group of listen to and consider any Shareholders views relating to Directors companies which also provide insurance broking services to the Group. remuneration as expressed at the AGM. No payment was made to AON Hewitt in the year. The Committee is satisfied that the provision of such services does not create any Activities of the Committee The Remuneration Committee met on six occasions during the year conflicts of interest. to discuss in the main the Executive Directors and senior executives In addition PricewaterhouseCoopers continues to give advice to the base salaries, the bonus arrangements for the current and previous Remuneration Committee on share option awards and other benefit year and their share based incentive awards. Also discussed was schemes. PricewaterhouseCoopers has given Auto Enrolment pension the issue to all eligible employees share options in accordance with advice to the Group during the year and has recently been appointed the Company’s SAYE scheme. Consideration was also given to the as tax advisers to the Group. The Committee is of the opinion that such requirements of the new reporting regulations. services do not create a conflict of interest. The Committee believes the advice given during the year from both AON Hewitt and PricewaterhouseCoopers has been independent, relevant and objective. 52 Cranswick plc Report & Accounts 2014 Directors’ remuneration The remuneration of Directors for the year was as detailed below: 2014 Non-Executive Directors Kate Allum (from appointment) Steven Esom Patrick Farnsworth (until retirement) John Worby Executive Directors Mark Bottomley Jim Brisby Adam Couch Martin Davey Bernard Hoggarth Total emoluments 2013 Non-Executive Directors Steven Esom Patrick Farnsworth John Worby Executive Directors Mark Bottomley Jim Brisby Adam Couch Martin Davey Bernard Hoggarth Total emoluments Salary and fees £’000 Benefits Pension Bonus £’000 £’000 £’000 34 50 16 51 369 331 542 586 300 - - - - 29 28 31 31 28 2,279 147 - - - - 74 66 108 135 60 443 - - - - 172 154 252 272 139 989 Salary and fees £’000 Benefits Pension Bonus £’000 £’000 £’000 47 45 49 357 320 453 687 369 - - - 28 26 28 29 29 2,327 140 - - - 72 63 91 150 74 450 - - - 536 481 681 1,031 554 3,283 LTIP £’000 - - - - 133 114 154 174 174 749 LTIP £’000 - - - 122 65 171 171 171 700 Total £’000 34 50 16 51 777 693 1,087 1,198 701 4,607 Total £’000 47 45 49 1,115 955 1,424 2,068 1,197 6,900 Adam Couch’s salary had a first step increase in August 2012 following his promotion from Chief Operating Officer to Chief Executive. A second and final step increase was awarded on 1 May 2013 and his salary is now considered by the Remuneration Committee to be in line with market rates. Martin Davey has reduced his working hours as Chairman and his salary has therefore been adjusted accordingly. His pension payment includes £18,000, previously deducted from pension contributions for life assurance not now required by the Life Company and subsequently repaid to Martin in lieu of pension. Benefits principally comprise health insurances, personal tax, pensions advice and company car allowance. Pension consists of contributions of up to 20 per cent of base salary which is paid either into a defined contribution pension scheme or is received as a cash allowance in lieu of the pension contribution, or, as a combination of both. The value of the LTIP for the year ended 31 March 2014 relates to awards made in 2011 with a performance criteria based on the three years ended 31 March 2014 that will vest in June 2014, calculated at the closing price on 31 March 2014 of 1,233 pence. It is estimated that the EPS element of the award will not achieve its performance target and only 49.6 per cent of the TSR element of the award will be achieved. Overall only about 24.8 per cent of the grant will be awarded and this is reflected in the above 2014 table. The value of the LTIP for the year ended 31 March 2013 relates to awards, made in 2010, with a performance criteria based on the three years ended 31 March 2013 that vested in June 2013, calculated at an exercise price of 1,103.21 pence for Adam Couch, Martin Davey and Bernard Hoggarth and 1,137.27 pence for Mark Bottomley and Jim Brisby. The EPS element of the award did not achieve its performance target but 86 per cent was achieved of the TSR measure giving an overall award of 43 per cent and this is reflected in the 2013 table above. The bonus targets set by the Remuneration Committee, which had been based on the Group Budget for the year, anticipated the challenging trading environment with strong inflationary pressures within the supply chain and a highly competitive retail environment. The minimum performance was above the targets set and therefore bonus payments were made at around 47 per cent of salary and this is reflected in the table above. The number of Directors who were active members of the money purchase pension scheme in the year was five (2013: five). Report & Accounts 2014 Cranswick plc 53 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n REMUNERATION COMMITTEE REPORT (CONTINUED) Performance graph – total shareholder return The graph below shows the percentage change (from a base of 100 in May 2004) in the total shareholder return (with dividends reinvested) for each of the last ten years on a holding of the Company’s shares against the corresponding change in a hypothetical holding in the shares of the FTSE 350 Food Producers and Processors Price Index (“FTSE FPP”) and the FTSE All Share Index (“FTSE All Share”). The FTSE FPP and the FTSE All Share were chosen as representative benchmarks of the sector and the market as a whole for the business. Total shareholder return Cranswick FTSE All Share FTSE 350 Food Producers 600 500 400 300 200 100 0 2004 Source: Investec 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 The table below illustrates the change in the total CEO remuneration over a period of five years, with the bonus awards in those years and the LTIP vesting awards set against a percentage of the maximum available. £'000 Base salary Benefits Pension Bonus LTIP CEO total remuneration Bonus award against maximum opportunity LTIP vesting against maximum opportunity 2010 2011 2012 2013* 2014 464 24 93 705 172 1,458 97% 85% 483 25 97 107 207 919 14% 100% 508 28 102 453 243 1,334 56% 93% 505 28 86 639 171 1,429 80% 43% 542 31 108 252 154 1,087 31% 25% *Bernard Hoggarth was the Chief Executive in 2010, 2011, 2012 and up to four months into 2013; thereafter Adam Couch has been in the role. 54 Cranswick plc Report & Accounts 2014 Change in total remuneration of the Chief Executive compared to employees The table below shows the percentage change from 2013 to 2014 in the Chief Executive’s salary compared to the change for all permanent employees of the business (excluding the Chief Executive). Chief Executive All other employees – total pay Total pay (24%) 3% Salary 7% - Benefits 10% - Bonus (61%) - As reported on page 53 Adam Couch’s base salary had a second and final step change during the year following his appointment to the role of Chief Executive in August 2012, to bring him in line with market rates. For all other employees it is impractical to split their pay across salary, benefits and bonus as there are differing practices and regional variations in pay and conditions across the Group. Relative importance of the spend on pay The table below shows the total remuneration paid across the Group together with the total dividend paid in respect of 2014 and the preceding financial year. Pay against distributions Remuneration paid to all employees* Total dividends paid in the year *: Includes the impact of pay awards and growth in employee numbers. Share options The interests of the Executive Directors in the LTIP and SAYE schemes were as follows: Long term incentive plan 2014 £’000 107,090 14,903 2013 £’000 98,284 13,924 Change % 9% 7% Year of award At 1 April 2013 Mark Bottomley Jim Brisby Adam Couch Martin Davey Bernard Hoggarth 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 2009 2010 2011 2012 2013 2010 2011 2012 2013 2010 2011 2012 2013 Granted in the year No. - - - - No. 12,276 25,000 43,600 44,600 - 33,500 6,138 13,200 37,200 40,100 - - - - - 30,100 30,225 36,000 50,500 59,100 - - - - - 49,200 36,000 56,800 59,100 - - - - 53,100 36,000 56,800 51,600 - - - - 27,200 Exercised in the year No. (12,276) Lapsed in the year No. - (10,750) (14,250) - - - (6,138) (5,676) - - - (30,225) (32,787) - - - (7,524) (27,974) - - - (15,480) (20,520) - - - (37,976) - - (15,480) (20,520) - - - (42,714) - - (15,480) (20,520) - - - (42,714) - - At 31 March 2014 Exercise price No. - - 10,813 44,600 33,500 - - 9,226 40,100 30,100 - - 12,524 59,100 49,200 - 14,086 59,100 53,100 - 14,086 51,600 27,200 p nil nil nil nil nil nil nil nil nil nil nil nil nil nil nil nil nil nil nil nil nil nil nil Market price at grant p 592 860 785 801 1,127 592 860 785 801 1,127 592 860 785 801 1,127 860 785 801 1,127 860 785 801 1,127 Report & Accounts 2014 Cranswick plc 55 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n REMUNERATION COMMITTEE REPORT (CONTINUED) The performance periods run for three years from 1 April in each year and conclude on 31 March three years later and are exercisable on the attainment of certain performance criteria detailed on page 50. The range of exercise dates are 1 June 2014 to 1 June 2023. The LTIP, issued in 2011, which vests in June 2014, will not achieve the EPS target but will achieve 49.6 per cent of the TSR measure giving a share award of 24.8 per cent. Of the original award, as shown above, 75.2 per cent will therefore lapse. The options granted in the year are exercisable between 1 June 2016 and 1 June 2023 and are equivalent to 100 per cent of each Executive Director’s base salary. The share price at the time of issue was 1,127p. If the minimum performance was achieved the EPS element would give 25 per cent and the TSR element would give 30 per cent; overall 27.5 per cent of the grant would be awarded. If this was the case Mark Bottomley would receive 9,212 shares, Jim Brisby 8,277, Adam Couch 13,530, Martin Davey 14,602 and Bernard Hoggarth 7,480. The following Directors exercised LTIP share options during the year: Mark Bottomley Jim Brisby Adam Couch Martin Davey Bernard Hoggarth Saving related share option scheme Number Date exercised Exercise price Market price Notional gain 23,026 6 December 2013 11,814 6 December 2013 45,705 15,480 15,480 7 June 2013 7 June 2013 7 June 2013 p nil nil nil nil nil p £’000 1,137.28 1,137.28 1,103.21 1,103.21 1,103.21 262 134 504 171 171 Year of award At 1 April 2013 No. Granted in the year No. Exercised in the year No. Lapsed in the year No. At 31 March 2014 No. Exercise price p Range of exercise dates Mark Bottomley Jim Brisby Adam Couch Martin Davey Bernard Hoggarth 2011 2009 2013 2009 2011 2011 2011 2,590 3,533 - 2,484 936 1,554 1,554 - - 982 - - - - - (3,533) - - - - - - - - - - - - 2,590 - 982 2,484 936 1,554 1,554 1 Mar 2017 – 1 Sept 2017 579 - - 1 Mar 2017 – 1 Sept 2017 916 474 1 Mar 2016 – 1 Sept 2016 579 1 May 2019 – 1 Sept 2019 1 Mar 2015 – 1 Sept 2015 579 1 Mar 2015 – 1 Sept 2015 579 The Executive Directors are eligible, as are other employees of the Group, to participate in the SAYE scheme, which by its nature does not have performance conditions. The following Executive Director exercised savings-related share options during the year: Jim Brisby 3,533 3 March 2014 474 1,262 p p £’000 28 Number Date exercised Exercise price Market price Notional gain 56 Cranswick plc Report & Accounts 2014 Market price of shares The market price of the Company’s shares at 31 March 2014 was 1,233 pence per share. The highest and lowest market prices during the year for each share option that was unexpired at the end of the year are as follows: Options in issue throughout the year Options issued during the year: – SAYE – LTIP Directors’ Interests (Unaudited) Mark Bottomley Jim Brisby Adam Couch Martin Davey Steven Esom Bernard Hoggarth John Worby LTIP (Performance related) SAYE (Non-performance related) Beneficial interest 88,913 79,426 120,824 126,286 - 92,886 - 2,590 982 3,420 1,554 - 1,554 - 20,977 48,626 74,305 200,426 1,441 105,413 1,641 Highest p 1,321 Lowest p 986 1,321 1,321 1,186 1,055 Total 112,480 129,034 198,549 328,266 1,441 199,853 1,641 Kate Allum has no interests in the Company at the present time. The Remuneration Committee has agreed that Executive Directors should build up a shareholding equivalent to one year’s net salary over a three to five year period, following the adoption of this policy in 2012. The Non-Executive Directors also agreed to build up a holding on the same basis. There have been no further changes to the above interests in the period from 1 April 2014 to 19 May 2014. Statement of Shareholders' Voting The resolution to approve the 2013 Directors’ Remuneration Report was passed on a show of hands at the Company’s last AGM held on 29 July 2013. The votes cast by proxy in respect of that resolution were: For Against Withheld On behalf of the Board Steven Esom Chair of the Remuneration Committee 19 May 2014 Number 30,768,668 3,553,368 138,826 % 89.3% 10.3% 0.4% Report & Accounts 2014 Cranswick plc 57 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n DIRECTORS’ REPORT The Directors submit their report and the audited accounts of the Group for the year ended 31 March 2014. Dividends Interim dividend per share paid on 24 January 2014 Final dividend per share proposed Total dividend 2014 10.0p 22.0p 2013 9.4p 20.6p £15.7m £14.5m Subject to approval at the Annual General Meeting, the final dividend will be paid in cash or scrip form on 5 September 2014 to members on the register at the close of business on 4 July 2014. The shares will go ex-dividend on 2 July 2014. Distributions, capital raising and share repurchases The proposed final dividend for 2014 together with the interim paid in January 2014 amount to 32.0 pence per share which is 6.7 per cent higher than the previous year. Share capital increased by 434,357 shares. The increase comprised 243,021 of shares issued relating to share options exercised during the year and 191,336 of shares issued in respect of scrip dividends. Directors and their interests Details of the Directors’ beneficial interests in the ordinary shares of the Company and in share options over the ordinary share capital of the Company are included in the Remuneration Committee Report on pages 46 to 57. In accordance with the recommendations of the UK Corporate Governance Code, all Directors, apart from John Worby and Bernard Hoggarth, will stand for re-election at the forthcoming Annual General Meeting. Major Shareholders The Company has been informed of the following significant holdings of voting rights in the ordinary shares of the Company: Invesco Perpetual Legal & General Investment Management Wellington Management Schroder Investment Management Jupiter Asset Management NBIM Fidelity Management & Research At 31 March 2014 Number of shares % of issued share capital 12,735,640 2,330,789 2,006,353 1,753,837 1,708,127 1,672,229 1,603,277 26.01 4.76 4.10 3.58 3.49 3.42 3.27 Subsequent to the year end the Group was notified that as at The Directors of Cranswick plc have received limited authority to 7 May 2014 Invesco Perpetual had reduced its shareholding to disapply Shareholders’ pre-emption rights in certain circumstances, 22.35 per cent and that Woodford Investment Management had to authorise the Company to buy back a proportion of the Company’s acquired a 3.65 per cent shareholding. There have been no other share capital and to allow the Directors to allot shares. Further notifications of any significant changes to these shareholdings as at resolutions will be placed before the Annual General Meeting to be 19 May 2014. held on 28 July 2014 to renew these powers. Share capital structure The Company has one class of shares, being ordinary shares of 10 pence each. The allotted and fully paid up share capital is shown in note 23. There are no special rights pertaining to any of the shares in issue. At the last Annual General Meeting the Directors received authority from the Shareholders to: Allot shares This gives Directors the authority to allot authorised but unissued shares and maintains the flexibility in respect of the Company’s financing arrangements. The nominal value of ordinary shares which 58 Cranswick plc Report & Accounts 2014 the Directors may allot in the period up to the next Annual General shares) as at 3 June 2013. The Directors do not have any present Meeting, to be held on 28 July 2014, is limited to £1,622,222 which intention of exercising this authority and power. This authority will represented approximately 33 per cent of the issued share capital expire at the end of the Annual General Meeting to be held on 28 (excluding treasury shares) as at 3 June 2013. The Directors do not July 2014. have any present intention of exercising this authority other than in connection with the issue of ordinary shares in respect of the scrip dividend offer and the Company’s share option plans. This authority To buy own shares This authority allows the Company to buy its own shares in the will expire at the end of the Annual General Meeting to be held on market, as permitted under the Articles of Association of the 28 July 2014. Disapplication of rights of pre-emption This disapplies rights of pre-emption on the allotment of shares Company, up to a limit of 10 per cent of the Company’s issued share capital. The price to be paid for any share must not be less than 10 pence, being the nominal value of a share, and must not exceed 105 per cent of the average middle market quotations for the by the Company and the sale by the Company of treasury shares. ordinary shares of the Company as derived from the London Stock The authority will allow the Directors to allot equity securities for Exchange Daily Official List for the five business days immediately cash pursuant to the authority to allot shares mentioned above, preceding the day on which the ordinary shares are purchased. and to sell treasury shares for cash, on a pro-rata basis to existing The Directors have no immediate plans to exercise the powers of Shareholders (but subject to any exclusion or arrangements the Company to purchase its own shares and undertake that the as the Directors consider necessary or expedient in relation to authority would only be exercised if the Directors were satisfied that fractional entitlements, any legal, regulatory or practical problems a purchase would result in an increase in expected earnings per or costs under the laws or regulations of any overseas territory or share and was in the best interests of the Company at the time. This the requirements of any regulatory body or stock exchange) and authority will expire at the end of the Annual General Meeting to be otherwise on a pro rata basis up to an aggregate nominal amount held on 28 July 2014. The Directors would consider holding any of its of £243,333, representing 5 per cent of the Company’s issued share own shares that it purchases pursuant to this authority as treasury capital as 3 June 2013. This authority will expire at the end of the shares. Annual General Meeting to be held on 28 July 2014. Allot shares and disapply pre-emption the year end the Group held no treasury shares. rights in connection with a rights issue This authorises the Directors to allot relevant securities and The Company is not aware of any agreements between Shareholders empowers the Directors to allot equity securities and to sell treasury that may result in restrictions on the transfer of securities and for The Company did not repurchase any shares during the year and at shares for cash in connection with a rights issue. This is in addition voting rights. to the authority to allot shares and the disapplication of pre-emption rights contained in the authorities mentioned above. The nominal There are no restrictions on the transfer of ordinary shares in the value of ordinary shares which the Directors may allot in the period Company other than where certain restrictions may apply from time to up to the next Annual General Meeting, to be held on 28 July 2014, is time, on the Board of Directors and other senior executive staff, which limited to £1,622,222 which represented approximately 33 per cent is imposed by laws and regulations relating to insider trading laws and of the Company’s issued ordinary share capital (excluding treasury market requirements relating to close periods. Capital structure The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise value for Shareholders and other stakeholders. The Group regards its Shareholders’ equity and net debt as its capital and manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to Shareholders, return capital to Shareholders or issue new shares. No changes were made to the objectives, policies or processes during the years ended 31 March S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n 2014 and 31 March 2013. The Group’s capital structure is as follows: Net debt (note 26) Cranswick plc Shareholders’ equity Capital employed 2014 £’m 17.0 302.7 319.7 2013 £’m 20.1 273.7 293.8 Report & Accounts 2014 Cranswick plc 59 DIRECTORS’ REPORT (CONTINUED) Change of control There are no agreements that the Company considers significant and Interest rate risk The Group’s current policy is to manage its cost of borrowing using to which the Company is party that would take effect, alter or terminate a mix of fixed and variable rate debt. Whilst fixed rate interest upon change of control of the Company following a takeover bid other bearing debt is not exposed to cash flow interest rate risk, there than the following: is no opportunity for the Group to enjoy a reduction in borrowing costs in markets where rates are falling. In addition, the fair value risk The Company is party to a number of banking agreements which upon inherent in fixed rate borrowing means that the Group is exposed to a change of control of the Company are terminable by the bank upon unplanned costs should debt be restructured or repaid early as part the provision of ten working days’ notice, and there are no agreements of the liquidity management process. In contrast, whilst floating rate between the Company and its Directors or employees providing for borrowings are not exposed to changes in fair value, the Group is compensation for loss of office or employment (whether through exposed to cash flow risk as costs increase if market rates rise. The resignation, purported redundancy or otherwise) that occurs because Group has reduced its borrowings significantly in recent years and of a takeover bid other than as stated in the Remuneration Committee at 31 March 2014 gearing had fallen to 6 per cent (2013: 7 per cent). Report relating to Martin Davey and Bernard Hoggarth. Long Term Incentive Plan In the event of a general offer being made to acquire part or all of the issued share capital of the Company as a result of which the Given this conservative debt structure the Group has not fixed the interest rate on any part of its current facility. The Board will keep this situation under constant review and will fix the interest rate on a proportion of the Group’s borrowing at such time as it becomes appropriate to do so. The monitoring of interest rate risk is handled offeror may acquire control of the Company, award holders under the entirely at head office, based on the monthly consolidation of cash flow Cranswick plc Long Term Incentive Plan (LTIP) will have an opportunity projections and the daily borrowings position. to exercise their awards either: Credit risk 1. immediately before the time at which the change of control of the Practically all sales are made on credit terms, the majority of which Company occurs or any condition subject to which the offer is are to the major UK food retailers. Overdue accounts are reviewed at made has been satisfied (“Take-over Date”) but conditional on the monthly management meetings. The incidence of bad debts is low. Take-over Date occurring, if the Remuneration Committee issues a For all major customers, credit terms are agreed by negotiation and written notice in advance of the Take-over Date to award holders; or for all other customers, credit terms are set by reference to external credit agencies and/or commercial awareness. Every attempt is made 2. at any time within six months following the Take-over Date, in any to resist advance payments to suppliers for goods and services; where other case. this proves commercially unworkable, arrangements are put in place, where practical, to guarantee the repayment of the monies in the event In the event that the Court sanctions a scheme of arrangement under of default. Part 26 of the Companies Act 2006 in connection with a scheme for the Company’s reconstruction or amalgamation with another company, Liquidity risk award holders under the LTIP may exercise their awards during the The Group has historically been very cash generative. The bank six month period commencing on the date upon which the scheme position for each site is monitored on a daily basis and capital of arrangement is sanctioned by the Court. The LTIP also contains expenditure is approved at local management meetings at which at provisions enabling award holders to exercise their awards if a person least two members of the main Board are present and reported at the becomes entitled to issue a compulsory acquisition notice under the subsequent monthly main Board meeting. Major projects are approved provisions relating to the compulsory acquisition of a company set out by the main Board. Each part of the Group has access to the Group’s in the Companies Act 2006. The period allowed for exercise in these overdraft facility and all term debt is arranged centrally. The Group circumstances is any time up to the seventh day before the final day renewed its bank credit facilities in March 2014. The facility is made upon which that person remains entitled to serve such a notice. up of a revolving credit facility of £120.0 million including a committed overdraft facility of £20.0 million. The Group manages the utilisation In each case, the proportion of the awards that are capable of exercise of the revolving credit facility through the monitoring of monthly depends on the extent to which the performance targets (as adjusted consolidated cash flow projections and the daily borrowings position. The current facility extends the maturity of the Group’s available financing to more than four years, providing it with reduced liquidity risk and medium-term funding to meet its objectives. Unutilised facilities at 31 March 2014 were £102.2 million (2013: £78.1 million). Articles of Association The Company’s Articles of Association may only be amended by a special resolution at a general meeting of the Shareholders. or amended) have been satisfied. Financial instruments Functional currency The functional currency of all Group undertakings is sterling. Foreign currency risk The foreign exchange risk facing the Group is in the purchasing of charcuterie products. The currency involved is the euro. The policy of the Group is to seek to mitigate the impact of this risk by taking out forward contracts for up to twelve months ahead and for amounts that commence at approximately 25 per cent of the requirement and move progressively towards full cover. The Finance Director is consulted about the key decisions on currency cover. 60 Cranswick plc Report & Accounts 2014 Annual General Meeting and Special Business to be transacted at the Annual General Meeting The notice convening the Annual General Meeting can be found in the Directors’ statement as to disclosure of information to auditors The Directors who were members of the Board at the time of separate Notice of Annual General Meeting accompanying this Report approving the Directors’ Report are listed on page 33. Having made and Accounts. enquiries of fellow Directors and of the Company’s auditors, each of these Directors confirm that: Details of the Special Business to be transacted at the Annual General Meeting are contained in the separate letter from the Chairman which • to the best of each Director’s knowledge and belief, there is no also accompanies this Report and Accounts and covers the Directors’ information relevant to the preparation of their report of which authority to allot shares, the partial disapplication of pre-emption rights the Company’s auditors are unaware; and and the authority for the Company to buy its own shares. • each Director has taken all the steps a Director might reasonably Greenhouse gas emissions Details of the Group’s geenhouse gas emissions are included within the Corporate Social Responsibility section on pages 29 and 30. Employment policies The Group’s policy on employee involvement is to adopt an open management style, thereby encouraging informal consultation at all be expected to have taken to be aware of relevant audit information and to establish that the Company’s auditors are aware of that information. Directors’ responsibility statement Each of the Directors listed on page 33 confirms that to the best of their knowledge: levels about aspects of the Group’s operations. Employees participate • the financial statements, prepared in accordance with IFRS as directly in the success of the business by participation in the SAYE adopted by the European Union, give a true and fair review of the share option schemes. assets, liabilities, financial position and results of Cranswick and its subsidiaries included in the consolidation taken as a whole; and Employment policies are designed to provide equal opportunities • the Directors’ Report and the Strategic Report include a fair irrespective of colour, ethnic or natural origin, nationality, sex, religion, review of the development and performance of the business marital or disabled status. Full consideration is given to applications for and the position of Cranswick and its subsidiaries included in the employment by and the continuing employment, training and career consolidation taken as a whole, together with a description of the development of disabled people. principal risks and uncertainties that they face. Going concern The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Review of activities. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described above, as are the Group’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposure to credit risk and liquidity risk. By order of the Board Malcolm Windeatt Company Secretary 19 May 2014 The Group has considerable financial resources together with strong Company number: 1074383 trading relationships with its key customers and suppliers. As a consequence, the Directors believe that the Group is well placed to manage its business risk successfully. After reviewing the available information, including business plans and making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements. Auditors A resolution to reappoint Ernst & Young LLP as independent external auditors will be proposed at the Annual General Meeting. S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 61 STATEMENT OF DIRECtORS’ RESPONSIBILITIES IN RELATION TO THE ANNUAL REPORT AND FINANCIAL STATEMENTS The Directors are responsible for preparing the Annual Report and the Group financial statements in accordance with applicable United Kingdom law and regulations. Company law requires the Directors to prepare Group financial statements for each financial year. Under that law, the Directors are required to prepare Group financial statements under IFRSs as adopted by the European Union. Under company law the Directors must not approve the Group financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period. In preparing the Group financial statements the Directors are required to: • • • • • present fairly the financial position, financial performance and cash flows of the Group; select suitable accounting policies in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and then apply them consistently; present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; make judgements that are reasonable; provide additional disclosures when compliance with the specific requirements in IFRSs as adopted by the European Union is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Group‘s financial position and financial performance; and • state whether the Group financial statements have been prepared in accordance with IFRSs as adopted by the European Union, subject to any material departures disclosed and explained in the financial statements. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group‘s transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the Group financial statements comply with the Companies Act 2006 and Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are also responsible for preparing the Strategic Report, the Directors’ Report, the Remuneration Committee Report and the Corporate Governance Statement in accordance with the Companies Act 2006 and applicable regulations, including the requirements of the Listing Rules and the Disclosure and Transparency Rules. On behalf of the Board Martin Davey Chairman 19 May 2014 Mark Bottomley Finance Director 62 Cranswick plc Report & Accounts 2014 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 63 REPORT OF THE AUDITORS TO THE MEMBERS OF CRANSWICK plc Independent auditor’s report to the members of Cranswick plc We have audited the financial statements of Cranswick plc for the year ended 31 March 2014 which comprise the Group income statement, the Group and Company statements of comprehensive income, • • the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; and the parent company financial statements have been properly the Group and Company balance sheets, the Group and Company prepared in accordance with IFRSs as adopted by the European statements of cash flows, the Group and Company statements of Union and as applied in accordance with the provisions of the changes in equity and the related notes 1 to 29. The financial reporting Companies Act 2006; and framework that has been applied in their preparation is applicable law • the financial statements have been prepared in accordance with and International Financial Reporting Standards (IFRSs) as adopted the requirements of the Companies Act 2006 and, as regards the by the European Union and, as regards the parent company financial group financial statements, Article 4 of the IAS Regulation. statements, as applied in accordance with the provisions of the Companies Act 2006. Our assessment of risks of material misstatement We identified the following risks that have had the greatest effect on This report is made solely to the Company’s members, as a body, in the overall audit strategy; the allocation of resources in the audit; and accordance with Chapter 3 of Part 16 of the Companies Act 2006. directing the efforts of the engagement team: 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 • • • revenue recognition, including the timing of revenue recognition and the risk of management override; accounting for rebates and similar arrangements; and accounting for acquisitions, including purchase price allocation, our audit work, for this report, or for the opinions we have formed. recognition of intangible assets and goodwill, and the treatment of contingent consideration and earn-out arrangements. Respective responsibilities of Directors and auditor As explained more fully in the Directors’ Responsibilities Statement set out on page 62, the Directors are responsible for the preparation of Our application of materiality We determined materiality for the Group to be £2.7 million the financial statements and for being satisfied that they give a true (2013: £2.4 million) which is approximately 5 per cent of pre-tax profit. and fair view. Our responsibility is to audit and express an opinion This provided a basis for determining the nature, timing and extent on the financial statements in accordance with applicable law and of risk assessment procedures, identifying and assessing the risk of International Standards on Auditing (UK and Ireland). Those standards material misstatement and determining the nature, timing and extent require us to comply with the Auditing Practices Board’s Ethical of further audit procedures. Standards for Auditors. Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and On the basis of our risk assessments, together with our assessment of the Group’s overall control environment, our judgement was that overall performance materiality (i.e. our tolerance for misstatement in disclosures in the financial statements sufficient to give reasonable an individual account or balance) for the Group should be 75 per cent assurance that the financial statements are free from material of materiality, namely £2.1 million (2013: £1.8 million). Our objective misstatement, whether caused by fraud or error. This includes an in adopting this approach was to ensure that total uncorrected and assessment of: whether the accounting policies are appropriate to undetected and audit differences in all accounts did not exceed our the Group’s and the parent company’s circumstances and have been materiality level. consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall We agreed with the Audit Committee that we would report to the presentation of the financial statements. In addition, we read all the Committee all audit differences in excess of £139,000, as well as financial and non-financial information in the Report & Accounts to differences below that threshold that, in our view warranted reporting identify material inconsistencies with the audited financial statements on qualitative grounds. and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any An overview of the scope of our audit Following our assessment of the risk of material misstatement to apparent material misstatements or inconsistencies we consider the the Group financial statements, we selected 13 components which implications for our report. Opinion on financial statements In our opinion the financial statements: represent the principal business units within the Group and account for 98 per cent of the Group’s revenue and 98 per cent of the Group’s profit before tax. These 13 were subject to a full audit, whilst we also selected a further one component that was subject to audits of specific account balances. A further two components were subject to review • give a true and fair view of the state of the Group’s and of the procedures. parent company’s affairs as at 31 March 2014 and of the Group’s profit for the year then ended; 64 Cranswick plc Report & Accounts 2014 For the remaining components, we performed other procedures to confirm there were no significant risks of material misstatement in the Group financial statements. Matters on which we are required to report by exception We have nothing to report in respect of the following: The audit work at the 13 locations subject to a full scope audit and the Under the ISAs (UK and Ireland), we are required to report to you if, in one location subject to a specific scope audit were executed at levels of our opinion, information in the Annual Report is: materiality applicable to each individual entity which were much lower than the Group materiality. Our response to the risks identified above was as follows: • • materially inconsistent with the information in the audited financial statements; or apparently materially incorrect based on, or materially inconsistent with, our knowledge of the Group acquired in the • We performed walkthroughs of revenue processes and carried course of performing our audit; or out a combination of controls testing, substantive cut-off testing, • is otherwise misleading. journal entry testing and substantive analytical review procedures to assess the appropriateness of revenue recognition. • We performed walkthroughs of the processes for rebates In particular, we are required to consider whether we have identified any inconsistencies between our knowledge acquired during the audit and similar arrangements. We performed substantive audit and the Directors’ statement that they consider the Annual Report of year end over-rider accruals with reference to underlying documentation, and we assessed the completeness of amounts is fair, balanced and understandable and whether the annual report appropriately discloses those matters that we communicated to the accrued with reference to the Group’s customer base. We also Audit Committee which we consider should have been disclosed. vouched significant payments to supporting evidence of payment. • For acquisitions in the period we obtained and understood sales Under the Companies Act 2006 we are required to report to you if, in and purchase agreements to ensure the appropriateness of the our opinion: allocation of the purchase price and the recognition of intangible assets. For acquisitions that arose in prior periods we tested the • adequate accounting records have not been kept by the parent subsequent measurement of contingent consideration liabilities and challenged the accounting treatment to ensure that it was appropriate. 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 Opinion on other matter prescribed by the Companies Act 2006 In our opinion: • the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 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; or a Corporate Governance Statement has not been prepared by the • • • 2006; and Company. • the information given in the Strategic Report and the Directors’ Report for the financial year for which the Group financial Under the Listing Rules we are required to review: statements are prepared is consistent with the Group financial statements; and • the information given in the Corporate Governance Statement set out on pages 34 to 37 with respect to internal control and risk management systems in relation to financial reporting processes and about share capital structures is consistent with the financial • • statements. the Directors’ statement, set out on page 61, in relation to going concern; and the part of the Corporate Governance Statement relating to the Company’s compliance with the nine provisions of the UK Corporate Governance Code specified for our review. S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Alistair Denton (Senior statutory auditor) for and on behalf of Ernst & Young LLP, Statutory Auditor Hull 19 May 2014 Report & Accounts 2014 Cranswick plc 65 GROUP INCOME STATEMENT FOR THE YEAR ENDED 31 MARCH 2014 Revenue 3 994,905 875,171 Notes 2014 £’000 2013 £’000 (Restated) Adjusted Group operating profit Impairment of property, plant and equipment Release of contingent consideration Net IAS 41 valuation movement on biological assets Group operating profit Finance revenue Finance costs Profit before tax Taxation Profit for the year Earnings per share (pence) On profit for the year: Basic Diluted On adjusted profit for the year: Basic Diluted 53,255 50,041 - 1,086 1,441 (1,836) - - 55,782 48,205 32 (1,057) 62 (963) 54,757 47,304 (11,550) (11,165) 43,207 36,139 88.7p 88.3p 84.1p 83.7p 74.9p 74.7p 78.7p 78.5p 12 14 15 4 6 6 7 10 10 10 10 The restatement of the comparative reflects an amendment to IAS 19 Employee Benefits; further details can be found in notes 2 and 25. 66 Cranswick plc Report & Accounts 2014 GROUP STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2014 Profit for the year 43,207 36,139 Notes 2014 £’000 2013 £’000 (Restated) Other comprehensive income Other comprehensive income to be reclassified to profit or loss in subsequent periods: Cash flow hedges Losses arising in the year Reclassification adjustments for losses included in the income statement Income tax effect Net other comprehensive income to be reclassified to profit or loss in subsequent periods Items not to be reclassified to profit or loss in subsequent periods: Actuarial (losses)/ gains on defined benefit pension scheme Income tax effect Net other comprehensive income not being reclassified to profit or loss in subsequent periods Other comprehensive income, net of tax 20 20 25 (18) 4 3 (11) (4,177) 735 (3,442) (3,453) (4) 69 (15) 50 1,077 (293) 784 834 Total comprehensive income, net of tax 39,754 36,973 COMPANY STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2014 Company profit for the year of £17,344,000 (2013: £16,826,000) was equal to total comprehensive income for the year attributable to owners of the parent in both years. S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 67 GROUP BALANCE SHEET AT 31 MARCH 2014 Non-current assets Intangible assets Property, plant and equipment Biological assets Financial assets Total non-current assets Current assets Biological assets Inventories Trade and other receivables Financial assets Cash and short-term deposits Total current assets Total assets Current liabilities Trade and other payables Financial liabilities Income tax payable Total current liabilities Non-current liabilities Other payables Financial liabilities Deferred tax liabilities Provisions Defined benefit pension scheme deficit Total non-current liabilities Total liabilities Net assets Equity Called-up share capital Share premium account Share-based payments Hedging reserve Retained earnings Notes 2014 £’000 2013 £’000 11 12 15 18 15 16 17 18 26 19 20 19 20 7 21 25 23 130,535 156,578 1,174 - 288,287 13,543 47,426 97,775 - 12,223 170,967 129,003 147,386 - 702 277,091 - 48,463 93,097 696 7,633 149,889 459,254 426,980 (108,806) (327) (6,495) (115,628) (409) (28,898) (4,737) (343) (6,528) (40,915) (106,109) (608) (7,123) (113,840) (410) (29,572) (5,947) (190) (3,357) (39,476) (156,543) (153,316) 302,711 273,664 4,896 64,173 7,779 (15) 225,878 4,853 61,603 6,765 (4) 200,447 Equity attributable to owners of the parent 302,711 273,664 On behalf of the Board Martin Davey Chairman 19 May 2014 68 Cranswick plc Report & Accounts 2014 Mark Bottomley Finance Director COMPANY BALANCE SHEET AT 31 MARCH 2014 Non-current assets Property, plant and equipment Investments in subsidiary undertakings Deferred tax assets Total non-current assets Current assets Trade and other receivables Cash and short-term deposits Total current assets Total assets Current liabilities Trade and other payables Income tax payable Total current liabilities Non-current liabilities Financial liabilities Total liabilities Net assets Equity Called-up share capital Share premium account General reserve Merger reserve Share-based payments Retained earnings On behalf of the Board Martin Davey Chairman 19 May 2014 Mark Bottomley Finance Director Notes 2014 £’000 2013 £’000 12 13 7 17 26 19 548 159,970 540 161,058 26,531 8,251 34,782 575 159,212 565 160,352 15,369 5,169 20,538 195,840 180,890 (51,086) (983) (52,069) (42,446) (1,270) (43,716) 20 (28,898) (28,498) 23 (80,967) (72,214) 114,873 108,676 4,896 64,173 4,000 1,806 7,779 32,219 4,853 61,603 4,000 1,806 6,765 29,649 114,873 108,676 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 69 GROUP STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2014 Operating activities Profit for the year Adjustments to reconcile Group profit for the year to net cash inflows from operating activities: Income tax expense Net finance costs Gain on sale of property, plant and equipment Depreciation of property, plant and equipment Impairment of property, plant and equipment Amortisation of intangible assets Share-based payments Difference between pension contributions paid and amounts recognised in the income statement Release of government grants Release of contingent consideration Net IAS 41 valuation movement on biological assets Increase in biological assets Decrease/ (increase) in inventories Increase in trade and other receivables Increase in trade and other payables Cash generated from operations Tax paid Net cash from operating activities Cash flows from investing activities Interest received Principal amounts received in relation to loans advanced Acquisition of subsidiaries, net of cash acquired Purchase of property, plant and equipment Receipt of government grants Proceeds from sale of property, plant and equipment Proceeds from sale of investment classified as held for sale Net cash used in investing activities Cash flows from financing activities Interest paid Proceeds from issue of share capital Proceeds from borrowings Repayment of borrowings Dividends paid Repayment of capital element of finance leases and hire purchase contracts Net cash used in financing activities Net increase/ (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Notes 2014 £’000 2013 £’000 (Restated) 43,207 36,139 7 12 12 11 14 26 26 26 11,550 1,025 (100) 17,831 - 159 1,014 (1,006) (85) (1,086) (1,441) (176) 1,497 (3,910) 4,702 73,181 (13,050) 60,131 28 1,002 (14,402) (27,684) 100 197 - (40,759) (1,094) 410 30,000 (30,500) (12,700) (349) (14,233) 5,139 7,084 11,165 901 (237) 15,486 1,786 119 1,162 (908) (61) - - - (9,514) (5,568) 10,561 61,031 (11,219) 49,812 62 696 (5,986) (30,809) - 318 221 (35,498) (862) 491 - (14,000) (11,404) (243) (26,018) (11,704) 18,788 12,223 7,084 70 Cranswick plc Report & Accounts 2014 COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2014 Operating activities Profit for the year Adjustments to reconcile Company profit for the year to net cash inflows from operating activities: Dividends received Income tax expense Net finance cost Depreciation of property, plant and equipment 12 Share-based payments Increase in trade and other receivables Increase in trade and other payables Cash generated from operations Tax paid Net cash from operating activities Cash flows from investing activities Interest received Dividends received Purchase of property, plant and equipment Proceeds from sale of property, plant and equipment Proceeds from sale of investment classified as held for sale Net cash from investing activities Cash flows from financing activities Interest paid Proceeds from issue of share capital Proceeds from borrowings Repayment of borrowings Dividends paid Net cash used in financing activities Net increase/ (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 26 26 26 Notes 2014 £’000 2013 £’000 17,344 16,826 (12,700) 2,121 3,654 31 256 (11,762) 8,615 7,559 (2,254) 5,305 6 12,700 (17) 13 - 12,702 (3,635) 410 30,000 (29,000) (12,700) (14,925) 3,082 5,169 (11,404) 2,687 2,868 44 288 (6,283) 810 5,836 (2,617) 3,219 - 11,404 (22) - 221 11,603 (2,877) 491 - (14,000) (11,404) (27,790) (12,968) 18,137 8,251 5,169 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 71 GROUP STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2014 Share Share Share- Hedging Retained capital premium based reserve earnings Total equity Note (a) Note (b) Note (e) Note (f) payments £’000 £’000 £’000 £’000 £’000 £’000 (Restated) At 31 March 2012 Profit for the year Other comprehensive income Total comprehensive income Share-based payments Scrip dividend Share options exercised (proceeds) Dividends Deferred tax related to changes in equity Corporation tax related to changes in equity 4,803 58,642 5,603 (69) 176,953 245,932 - - - - 31 19 - - - - - - - 2,489 472 - - - - - - 1,162 - - - - - - 65 65 - - - - - - 36,139 769 36,908 - - - (13,924) 370 140 36,139 834 36,973 1,162 2,520 491 (13,924) 370 140 At 31 March 2013 4,853 61,603 6,765 (4) 200,447 273,664 Profit for the year Other comprehensive income Total comprehensive income Share-based payments Scrip dividend Share options exercised (proceeds) Dividends Deferred tax related to changes in equity Corporation tax related to changes in equity - - - - 19 24 - - - - - - - 2,184 386 - - - - - - 1,014 - - - - - - (11) (11) 43,207 (3,442) 39,765 43,207 (3,453) 39,754 1,014 2,203 410 - - - (14,903) (14,903) 246 323 246 323 - - - - - - At 31 March 2014 4,896 64,173 7,779 (15) 225,878 302,711 72 Cranswick plc Report & Accounts 2014 COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2014 Share Share General Merger Share- Retained capital premium reserve reserve based earnings Total equity payments Note (a) Note (b) Note (c) Note (d) Note (e) £’000 £’000 £’000 £’000 £’000 £’000 £’000 At 31 March 2012 4,803 58,642 4,000 1,806 5,603 26,656 101,510 Profit for the year, being total comprehensive income Share-based payments Scrip dividend Share options exercised (proceeds) Dividends Deferred tax related to changes in equity - - 31 19 - - - - 2,489 472 - - - - - - - - - - - - - - - 16,826 16,826 1,162 - - - - - - - 1,162 2,520 491 (13,924) (13,924) 91 91 At 31 March 2013 4,853 61,603 4,000 1,806 6,765 29,649 108,676 Profit for the year, being total comprehensive income Share-based payments Scrip dividend Share options exercised (proceeds) Dividends Deferred tax related to changes in equity - - 19 24 - - - - 2,184 386 - - - - - - - - - - - - - - - 17,344 17,344 1,014 - - - - - - - 1,014 2,203 410 (14,903) (14,903) 129 129 At 31 March 2014 4,896 64,173 4,000 1,806 7,779 32,219 114,873 Notes: a) Share capital The balance classified as share capital represents the nominal value of ordinary 10 pence shares issued. b) Share premium The balance classified as share premium includes the net proceeds in excess of nominal value on issue of the Company’s equity share capital, comprising 10 pence ordinary shares. c) General reserve This reserve arose in 1993 when the High Court of Justice granted permission to reduce the Company’s share premium account by £4,000,000 which was credited to a separate reserve named the general reserve. d) Merger reserve Where shares have been issued as consideration for acquisitions, the value of shares issued in excess of nominal value has been credited to the merger reserve rather than to the share premium account. e) Share-based payments reserve This reserve records the fair value of share-based payments expensed in the income statement, and in the case of the Company in relation to share-based payments to employees of subsidiary companies, capital contributions to cost of investments (note 24). f) Hedging reserve This reserve records the portion of the gain or loss on a hedging instrument in a cash flow hedge that is determined to be an effective hedge. S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 73 NOTES TO THE ACCOUNTS 1. Authorisation of financial statements and statement of compliance with IFRS The Group and Company financial statements of Cranswick plc (the “Company”) for the year ended 31 March 2014 were authorised for issue by the Board of Directors on 19 May 2014 and the balance sheets were signed on the Board’s behalf by Martin Davey and Mark Bottomley. Cranswick plc is a public limited company incorporated and domiciled in England and Wales. The Company’s ordinary shares are traded on the London Stock Exchange. The Group’s financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The Company’s financial statements have been prepared in accordance with IFRS as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006. The principal accounting policies adopted by the Group and by the Company are set out in note 2. The Company has taken advantage of the exemption provided under section 408 of the Companies Act 2006 not to publish its individual income statement and related notes. 2. Accounting policies Basis of preparation The financial statements of Cranswick plc, both consolidated and Company, have been prepared under IFRS as adopted by the European Union and in accordance with the Companies Act 2006. A summary of the principal accounting policies, which have been consistently applied throughout the year and the preceding year, is as follows: Basis of consolidation The Group financial statements consolidate the financial statements of Cranswick plc and its subsidiaries. The results of undertakings acquired or sold are consolidated for the periods from the date of acquisition or up to the date of disposal. Acquisitions are accounted for under the purchase method of accounting. Judgements and key sources of estimation uncertainty The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. In the process of applying the Group’s accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amounts recognised in the financial statements: • • • • • • Share-based payments Note 24 – measurement of share-based payments Goodwill Provisions Pensions Acquisitions Note 11 – measurement of the recoverable amount of cash generating units containing goodwill Note 21 – judgements in relation to amounts provided Note 25 – pension scheme actuarial assumptions Note 14 – fair values on acquisition Trade receivable provisions Note 17 – provision for impairment of trade receivables New standards and interpretations applied The following accounting standards and interpretations became effective for the current reporting period: International Accounting Standards (IAS/IFRSs) IFRS 7 Financial Instruments: Disclosures Fair Value Measurement Presentation of Items of Other Comprehensive Income (Amendment) 1 July 2012 Employee Benefits Separate Financial Statements Investments in Associates and Joint Ventures May 2012 Annual Improvements 1 January 2013 1 January 2013 1 January 2013 1 January 2013 Effective date 1 January 2013 1 January 2013 IFRS 13 IAS 1 IAS 19 (revised) IAS 27 (revised) IAS 28 (revised) IFRS 74 Cranswick plc Report & Accounts 2014 IAS 1 Presentation of Items of Other Comprehensive Income (Amendment) The amendments to IAS 1 introduce a grouping of items presented in other comprehensive income. Items that could be reclassified (or recycled) to profit or loss at a future point in time now have to be presented separately from items that will never be reclassified. The amendment affected presentation only and had no impact on the Group’s financial position or performance. IAS 19 (revised) Employee Benefits IAS 19 (revised) includes a number of amendments to the accounting for defined benefit pension schemes. The principal impact on the Group of the application of this standard is that interest on pension scheme assets is now calculated by reference to the liability discount rate rather than the expected long-term yield on the assets, as was the case previously. The impact of the amendment on profit before tax for the prior year ended 31 March 2013 was to increase finance costs by £135,000, with a resulting reduction of 0.2 pence in both earnings per share and adjusted earnings per share. The amendment also led to a £33,000 reduction in the prior year tax charge, offset by an increase in income tax charged through other comprehensive income. There was no impact on the reported pension liability as the impact on the income statement was mitigated by an offsetting adjustment in the calculation of actuarial gains and losses in the statement of comprehensive income. IFRS 13 Fair Value Measurement IFRS 13 establishes a single source of guidance for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The resulting calculations under IFRS 13 affected the principles that the Group uses to assess the fair value, but the assessment of fair value under IFRS 13 has not materially changed the fair values recognised or disclosed. IFRS 13 mainly impacts the disclosures of the Group. It requires specific disclosures about fair value measurements and disclosures of fair values, some of which replace existing disclosure requirements in other standards. The application of the other standards has not had a material effect on the net assets, results and disclosures of the Group. New standards and interpretations not applied The IASB and IFRIC have issued a number of new standards and interpretations with an effective date after the date of these financial statements. The Directors do not anticipate that the adoption of these standards and interpretations will have a material impact on the Group’s and Company’s financial statements in the period of initial application. The standards not applied are as follows: International Accounting Standards (IAS/IFRSs) IAS 32 (revised) Financial Instruments: Presentation on Offsetting Financial Assets and Financial Liabilities IFRS 7 IFRS 9 IFRS 10 IFRS 11 IFRS 12 Financial Instruments: Disclosures (Amendment) – Initial Application of IFRS 9 Financial Instruments: Classification and Measurement Consolidated Financial Statements Joint Arrangements Disclosure of Interests in Other Entities Effective date* 1 January 2014 1 January 2015 1 January 2018 1 January 2014 1 January 2014 1 January 2014 * The effective dates stated above are those given in the original IASB/IFRIC standards and interpretations. As the Group prepares its financial statements in accordance with IFRS as adopted by the European Union, the application of new standards and interpretations will be subject to their having been endorsed for use in the EU via the EU Endorsement mechanism. In the majority of cases this will result in an effective date consistent with that given in the original standard or interpretation but the need for endorsement restricts the Group’s discretion to early adopt standards. The Group has not early adopted any of the above standards. Revenue Revenue is recognised to the extent it is probable that the economic benefits will flow to the Group and the revenue, and any associated costs can be measured reliably. Revenue on the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer on despatch and represents the value of sales to customers net of discounts, similar allowances and estimates of returns and excludes value-added tax. S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 75 NOTES TO THE ACCOUNTS (CONTINUED) 2. Accounting policies (continued) Non-GAAP measures – adjusted Group operating profit, adjusted profit before tax and adjusted earnings per share Adjusted Group operating profit, adjusted profit before tax and adjusted earnings per share are defined as being before net IAS 41 valuation movement on biological assets, impairment charges and other significant non-trading items (being release of contingent consideration in the current period). These additional non-GAAP measures of performance are included as the Directors believe that they provide a useful alternative measure for Shareholders of the trading performance of the Group. The reconciliation between Group operating profit and adjusted Group operating profit is shown on the face of the Group income statement. Income statement presentation During the period, the Group has amended its income statement presentation to present cost of sales, selling and distribution costs, administrative expenses and gross profit within the notes to the financial statements (note 4) rather than on the face of the income statement as was the case previously. The Directors consider it appropriate to amend the income statement presentation in this way to facilitate a more meaningful comparison with prior and future periods following the acquisitions in the current period which introduce valuation movements on biological assets into the income statement. Taxation Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates and laws that are enacted or substantively enacted by the balance sheet date. Deferred tax is provided on temporary differences at the balance sheet date between the tax base of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax liabilities are recognised for all taxable temporary differences: i) except where the deferred income tax liability arises from the initial recognition of goodwill or the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable profit or loss; and ii) in respect of taxable temporary differences associated with investments in subsidiaries, except where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profits will be available against which the temporary differences can be utilised: i) except where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or a liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and ii) in respect of deductible temporary differences associated with investments in subsidiaries, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised. Deferred income tax assets and liabilities are measured at the tax rates that apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Income taxes relating to items recognised in other comprehensive income or directly in equity are also recognised in other comprehensive income or directly in equity and not in the income statement. Otherwise income tax is recognised in the income statement. Dividends Dividends receivable by the Company are recognised in the income statement if they are declared, appropriately authorised and no longer at the discretion of the entity paying the dividend, prior to the balance sheet date. Dividends payable by the Company are recognised when declared and therefore final dividends proposed after the balance sheet date are not recognised as a liability at the balance sheet date. Dividends paid to Shareholders are shown as a movement in equity rather than on the face of the income statement. 76 Cranswick plc Report & Accounts 2014 Business combinations Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value. Acquisition costs incurred are expensed and included in administrative expenses. Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability will be recognised in accordance with IAS 39 either in profit or loss or as a change to other comprehensive income. Intangible assets Goodwill is the excess of the fair value of the consideration paid for a business over the fair value of the identifiable assets, liabilities and contingent liabilities acquired. Goodwill is capitalised and subject to an impairment review, both annually and when there are indications that the carrying value may not be recoverable. Impairment is determined by assessing the recoverable amount of the cash-generating unit to which the goodwill relates. Where the recoverable amount is less than the carrying amount, an impairment loss is recognised. When an entity is disposed of, any goodwill associated with it is included in the carrying amount of the operation when determining the gain or loss on disposal except that goodwill arising on acquisitions prior to 31 March 2004 which was previously deducted from equity is not recycled through the income statement. Intangible assets acquired as part of an acquisition of a business are capitalised at fair value separately from goodwill only if the fair value can be measured reliably on initial recognition and the future economic benefits are expected to flow to the Group. Customer relationships are amortised evenly over their expected useful lives of five years, with amortisation charged through administration expenses in the income statement. Property, plant and equipment Property, plant and equipment are included at cost less accumulated depreciation and any provision for impairment. Freehold land is not depreciated. Depreciation is charged on property, plant and equipment on the depreciable amount, being cost less the estimated residual value (based on prices prevailing at the balance sheet date) on a straight line basis over their estimated useful economic lives, or the estimated useful economic lives of their individual parts. Useful economic lives are principally as follows: Freehold buildings Short leasehold improvements Plant and equipment Motor vehicles 50 years Remainder of lease 5 – 11 years 4 years The carrying value of property, plant and equipment is reviewed for impairment individually or at the cash generating unit level when events or changes in circumstances indicate that the carrying value may not be recoverable. Capitalised borrowing costs Borrowing costs incurred in financing the construction of qualifying assets such as property, plant and equipment are capitalised up to the date at which the relevant asset is substantially complete. Borrowing costs are calculated using the Group’s weighted average cost of borrowing during the period of capitalisation. All other borrowing costs are expensed as incurred. Investments Investments in subsidiaries are shown at cost less any provision for impairment. S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 77 NOTES TO THE ACCOUNTS (CONTINUED) 2. Accounting policies (continued) Non-current assets held for sale Non-current assets and disposal groups classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell. Non-current assets and disposal groups are classified as held for sale if their carrying amounts will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset or disposal group is available for immediate sale in its present condition. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification. In the consolidated income statement for the reporting period, and for the comparable period of the previous year, income and expenses from discontinued operations are reported separately from continuing income and expenses down to the level of profit after taxes, even when the Group retains a non-controlling interest in the subsidiary after the sale. The resulting profit or loss (after taxes) is reported separately in the income statement. Property, plant and equipment once classified as held for sale are not depreciated. Accounting for leases Finance leases i) Assets which are financed by leasing agreements that transfer substantially all the risks and rewards of ownership to the lessee (finance leases) are capitalised at the inception of the lease at fair value or, if lower, the present value of the minimum lease payments, in “Property, plant and equipment” and the corresponding capital cost is shown as an obligation to the lessor in “Borrowings”. Depreciation is charged to the income statement over the shorter of the estimated useful life of the asset and the term of the lease. The interest element of the rental obligations is allocated to accounting periods during the lease term to reflect a constant rate of interest on the remainder of the capital amount outstanding. ii) Operating leases Leases which are not finance leases are classified as operating leases. Lease payments are charged to the income statement on a straight line basis over the term of the lease. Government grants and contributions UK Regional Development Grants and grants receivable from the European Union and DEFRA in respect of property, plant and equipment are credited to deferred income and released to the income statement over the relevant depreciation period. Inventories Inventories are stated at the lower of cost (on a first in, first out basis) and net realisable value after making allowance for any obsolete or slow-moving items. In the case of finished goods, cost comprises direct materials, direct labour and an appropriate proportion of manufacturing fixed and variable overheads based on a normal level of activity. Biological assets The Group’s biological assets consist of pigs in the form of breeding sows (classified as non-current assets) and their progeny for processing within the Group and externally (classified as current assets). On initial recognition and at the balance sheet date biological assets have been measured at their fair value less costs to sell, in line with IAS 41. Gains and losses in relation to the fair value of biological assets are recognised in the income statement, within “cost of sales”, in the period in which they arise. Cash and cash equivalents Cash equivalents are defined as cash at bank and in hand including short-term deposits with original maturity within three months. For the purposes of the Group cash flow statement, cash and cash equivalents consist of cash and cash equivalents net of outstanding bank overdrafts. 78 Cranswick plc Report & Accounts 2014 Financial instruments i) Debt instruments, including bank borrowings Debt instruments are initially recognised at the fair value of net proceeds received after the deduction of issue costs. Subsequently debt instruments are recognised at amortised cost using the effective interest method. Issue costs are charged to the income statement over the term of the debt at a constant rate on the balance sheet carrying amount under the effective interest method. ii) Derivative financial instruments The Group uses derivative financial instruments such as foreign currency contracts and interest rate swaps to hedge its cash flow risks associated with interest rate and foreign currency fluctuations. Such derivative financial instruments are stated at fair value. The fair value of forward contracts is calculated by reference to current forward exchange rates for contracts with a similar maturity profile. The fair value of interest rate swaps is determined by reference to market values for similar instruments. Where derivatives meet the hedging criteria under IAS 39 for cash flow hedges the portion of the gain or loss on the hedging instrument that is determined to be an effective hedge is recognised directly in other comprehensive income and the ineffective portion is recognised in the income statement. Gains or losses recognised in comprehensive income are transferred to the income statement in the same period in which the hedged item affects the net profit or loss. If a forecast transaction is no longer expected to occur, amounts previously recognised in other comprehensive income are transferred to the income statement. For derivatives that do not qualify for hedge accounting under IAS 39, any gains or losses arising from changes in fair value are taken directly to net profit or loss for the period. Financial assets – loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, do not qualify as trading assets and have not been designated as either fair value through profit and loss or available-for-sale. Such assets are carried at amortised cost using the effective interest method if the time value of money is significant. Gains and losses are recognised in the income statement when the loans and receivables are derecognised or impaired, as well as through the amortisation process. Foreign currencies In the accounts of each entity in the Group, individual transactions denominated in foreign currencies are translated into functional currency at the actual exchange rates ruling at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into functional currency at the rates ruling at the balance sheet date. Profits and losses on settlement of individual foreign currency transactions and movements on monetary assets and liabilities are dealt with in the income statement. Employee benefits i) Pensions A subsidiary of the Group operates a defined benefit pension scheme for certain employees which requires contributions to be made to a separate trustee administered fund. The scheme was closed to new members on 30 June 2004. The liability recognised in the balance sheet in respect of the defined benefit pension scheme is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets, together with adjustments for unrecognised past-service costs. The defined benefit obligation is calculated annually by independent actuaries using the projected unit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high quality corporate bonds that are denominated in sterling, and that have terms to maturity approximating to the terms of the related pension liability. The amounts charged to operating profit are any gains and losses on settlements and curtailments, and these are included as part of staff costs. Past-service costs are recognised immediately in income, unless the changes to the pension scheme are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case, the past-service costs are amortised on a straight line basis over the vesting period. S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 79 NOTES TO THE ACCOUNTS (CONTINUED) 2. Accounting policies (continued) Employee benefits (continued) i) Pensions (continued) The difference between the interest cost on plan liabilities and the expected return on plan assets is recognised in the income statement as other finance revenue or costs. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to the statement of comprehensive income in the period in which they arise. The Group also operates a number of defined contribution schemes for employees under which contributions are paid into schemes managed by major insurance companies. Contributions are calculated as a percentage of employees’ earnings and obligations for contributions to the schemes are recognised as cost of sales or operating expenses in the income statement in the period in which they arise. ii) Equity-settled share-based payments The Group operates a savings-related share option scheme under which options have been granted to Group employees (“SAYE scheme”). In addition, the Group operates an Executive share option scheme (albeit currently not in use) and a Long Term Incentive Plan (LTIP) for senior Executives. Share options awarded are exercisable subject to the attainment of certain market based and non market-based performance criteria. The cost of equity-settled transactions with employees is measured by reference to the fair value at the date on which they are granted and is recognised as an expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to the award. Fair value is determined using the Black-Scholes option pricing model. In valuing equity-settled transactions, no account is taken of any service and performance (vesting conditions), other than performance conditions linked to the price of the shares of the Company (market conditions). Any other conditions which are required to be met in order for an employee to become fully entitled to an award are considered to be non-vesting conditions. Like market performance conditions, non-vesting conditions are taken into account in determining the grant date fair value. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance or service conditions are satisfied. At each balance sheet date before vesting, the cumulative expense is calculated; representing the extent to which the vesting period has expired and management’s best estimate of the number of equity instruments that will ultimately vest. The movement in cumulative expense since the previous balance sheet date is recognised in the income statement, with a corresponding entry in equity. Where the terms of an equity-settled award are modified or a new award is designated as replacing a cancelled or settled award, the cost based on the original award terms continues to be recognised over the original vesting period. In addition, an expense is recognised over the remainder of the new vesting period for the incremental fair value of any modification, based on the difference between the fair value of the original award and the fair value of the modified award, both as measured on the date of the modification. No reduction is recognised if this difference is negative. Where an equity-settled award is cancelled (including when a non-vesting condition within the control of the entity or employee is not met), it is treated as if it had vested on the date of cancellation, and any cost not yet recognised in the income statement for the award is expensed immediately. Any compensation paid up to the fair value of the award at the cancellation or settlement date is deducted from equity, with any excess over fair value being treated as an expense in the income statement. On transition to IFRS, the Group did not apply the measurement rules of IFRS 2 to equity settled awards granted before 7 November 2002 or granted after that date and vested before 1 January 2005. However later modifications of such equity instruments are measured under IFRS 2. 80 Cranswick plc Report & Accounts 2014 3. Business and geographical segments IFRS 8 requires operating segments to be identified on the basis of the internal financial information reported to the Chief Operating Decision Maker (“CODM”). The Group’s CODM is deemed to be the Executive Directors on the Board, who are primarily responsible for the allocation of resources to segments and the assessment of performance of the segments. The CODM assesses profit performance using profit before taxation measured on a basis consistent with the disclosure in the Group accounts. The Group reports on one reportable segment: • Food – manufacture and supply of food products to UK grocery retailers, the food service sector and other food producers. All Group revenues are received for the provision of goods; no revenues are received in relation to the provision of services. Geographical segments The following table sets out revenues by destination, regardless of where the goods were produced: UK Continental Europe Rest of world 2014 £’000 973,697 16,519 4,689 2013 £’000 849,836 20,222 5,113 994,905 875,171 In addition to the non-UK sales disclosed above the Group also made sales to export markets through UK-based meat trading agents totalling £30,078,000 (2013: £20,122,000). Including these sales, total sales to export markets were £51,286,000 for the year (2013: £45,457,000). Customer concentration The Group has three customers which individually account for more than 10 per cent of the Group’s total net revenue. These customers account for 26 per cent, 24 per cent and 11 per cent respectively. In the prior year these same three customers accounted for 28 per cent, 23 per cent and 10 per cent respectively. The Group’s non-current assets were all located within the UK for both 2014 and 2013. S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 81 NOTES TO THE ACCOUNTS (CONTINUED) 4. Group operating profit Group operating costs comprise: Cost of sales excluding net IAS 41 valuation movement on biological assets Net IAS 41 valuation movement on biological assets* Cost of sales Gross profit Selling and distribution costs Administrative expenses excluding impairment and release of contingent consideration Impairment of property, plant and equipment Release of contingent consideration Administrative expenses Total operating costs 2014 £’000 877,012 (1,441) 875,571 2013 £’000 768,633 - 768,633 119,334 106,538 35,995 34,627 28,643 - (1,086) 27,557 21,870 1,836 - 23,706 939,123 826,966 * This represents the difference between operating profit prepared under IAS 41 and operating profit prepared under historical cost accounting, which forms part of the reconciliation to adjusted operating profit. Group operating profit is stated after charging/ (crediting): Depreciation of property, plant and equipment Amortisation of customer relationship intangible assets Impairment of property, plant and equipment Release of government grants Operating lease payments – minimum lease payments Net foreign currency differences Cost of inventories recognised as an expense Increase in provision for inventories Auditors’ remuneration Fees payable to the Company’s auditors in respect of the audit Audit of these financial statements Local statutory audits of subsidiaries Total audit remuneration Fees payable to the Company’s auditors in respect of non-audit related services Tax compliance services Tax advisory services Other services Total non-audit related remuneration 2014 £’000 17,831 159 - (85) 5,126 (42) 637,807 326 30 145 175 75 46 158 279 2013 £’000 15,486 119 1,836 (61) 4,155 (42) 559,190 321 25 136 161 57 57 148 262 Of the “Other” non-audit related services £156,000 (2013: £131,000) was in respect of corporate finance services in relation to acquisitions. Fees paid to Ernst & Young LLP for non-audit services by the Company itself are not disclosed in the individual accounts of Cranswick plc because Group financial statements are prepared which are required to disclose such fees on a consolidated basis. 82 Cranswick plc Report & Accounts 2014 5. Employees Group Staff costs: Wages and salaries Social security costs Other pension costs 2014 £’000 107,090 9,668 1,460 2013 £’000 98,284 8,790 1,137 118,218 108,211 Included within wages and salaries is a total expense for share-based payments of £1,014,000 (2013: £1,162,000) all of which arises from transactions accounted for as equity-settled share-based payment transactions. The average monthly number of employees during the year was: Group Production Selling and distribution Administration 2014 Number 2013 Number 4,110 280 237 4,627 3,933 249 220 4,402 The Group and Company consider the Directors to be the key management personnel. Details of each Director’s remuneration, pension contributions and share options are detailed in the Remuneration Committee Report on pages 46 to 57. The employee costs shown above include the following remuneration in respect of Directors of the Company: Group and Company Directors’ remuneration Pension contribution Aggregate gains made by Directors on exercise of share options Number of Directors receiving pension contributions under money purchase schemes 2014 £’000 3,720 138 3,858 1,270 5 2013 £’000 6,050 150 6,200 504 5 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 83 NOTES TO THE ACCOUNTS (CONTINUED) 6. Finance revenue and costs Finance revenue Finance revenue from loans receivable Other interest receivable Total finance revenue Finance costs Bank interest paid and similar charges Total interest expense for financial liabilities not at fair value through profit or loss Net finance cost on defined benefit pension deficit (note 25) Finance charge payable under finance leases and hire purchase contracts Movement in discount on provisions and financial liabilities Other interest payable Total finance costs The interest relates to financial assets and liabilities carried at amortised cost. 7. Taxation a) Analysis of tax charge in the year Tax charge based on the profit for the year: Current income tax: UK corporation tax on profits for the year Adjustments in respect of prior years Total current tax Deferred tax: Origination and reversal of temporary differences Deferred tax rate change Adjustments in respect of prior years Total deferred tax 2014 £’000 2013 £’000 (Restated) 26 6 32 899 899 122 17 15 4 1,057 62 - 62 714 714 220 8 21 - 963 2014 £’000 2013 £’000 (Restated) 12,854 (257) 12,597 315 (994) (368) (1,047) 12,245 204 12,449 (834) (327) (123) (1,284) Tax on profit on ordinary activities 11,550 11,165 84 Cranswick plc Report & Accounts 2014 Tax relating to items charged or credited to other comprehensive income or directly to equity: Group Recognised in Group statement of comprehensive income Deferred tax on revaluation of cash flow hedges Deferred tax on actuarial (loss)/ gain on defined benefit pension scheme Recognised in Group statement of changes in equity Deferred tax on share-based payments Corporation tax credit on share options exercised Total tax credit recognised directly in equity Company Recognised in Company statement of changes in equity Deferred tax credit on share-based payments Total tax credit recognised directly in equity 2014 £’000 2013 £’000 (Restated) (3) (735) (738) (246) (323) (569) (1,307) 15 293 308 (370) (140) (510) (202) 2014 £’000 2013 £’000 (129) (129) (91) (91) b) Factors affecting tax charge for the year The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The differences are explained below: Profit on ordinary activities before tax Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23 per cent (2013: 24 per cent) Effect of: Disallowed expenses Deferred tax rate change Share-based payment deduction Adjustments in respect of prior years Total tax charge for the year 2014 £’000 54,757 12,594 374 (994) 201 (625) 2013 £’000 (Restated) 47,304 11,353 190 (327) (132) 81 11,550 11,165 Report & Accounts 2014 Cranswick plc 85 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n NOTES TO THE ACCOUNTS (CONTINUED) 7. Taxation (continued) c) Deferred tax The deferred tax included in the Group balance sheet is as follows: Group Deferred tax liability in the balance sheet Accelerated capital allowances Biological assets Rollover and holdover relief Other temporary differences Share-based payments Deferred tax on defined benefit pension scheme 2014 £’000 6,438 1,037 65 (209) (1,288) (1,306) 2013 £’000 8,179 - 78 44 (1,582) (772) Deferred tax liability 4,737 5,947 The deferred tax included in the income statement is as follows: Deferred tax in the income statement Accelerated capital allowances Biological assets Other temporary differences Share-based payments Deferred tax on defined benefit pension scheme Deferred tax credit The deferred tax included in the Company balance sheet is as follows: Company Deferred tax asset in the balance sheet Accelerated capital allowances Other temporary differences Share-based payments Deferred tax asset 2014 £’000 2013 £’000 (Restated) (1,946) 288 (132) 542 201 (1,011) - (136) (354) 217 (1,047) (1,284) 2014 £’000 (26) (17) (497) (540) 2013 £’000 (23) (118) (424) (565) d) Temporary differences associated with Group investments At 31 March 2014 a £nil tax liability has been recognised (2013: £nil) in respect of any taxes that would be payable on the unremitted earnings of certain subsidiaries, as receipt by the Group of any dividends would be exempt from UK corporation tax. There are no income tax consequences to the Group in relation to dividends paid to Shareholders. e) Change in corporation tax rate The main rate of corporation tax in the UK reduced from 24 per cent to 23 per cent from 1 April 2013. Further reductions in the corporation tax rate to 21 per cent from 1 April 2014 and 20 per cent from 1 April 2015 were enacted before the balance sheet date. Deferred tax is therefore provided at 20 per cent. 8. Profit attributable to members Of the profit attributable to members, the sum of £17,344,000 (2013: £16,826,000) has been dealt with in the accounts of Cranswick plc. 86 Cranswick plc Report & Accounts 2014 9. Equity dividends Declared and paid during the year: Final dividend for 2013 – 20.6p per share (2012: 19.5p) Interim dividend for 2014 – 10.0p per share (2013: 9.4p) 2014 £’000 10,025 4,878 2013 £’000 9,381 4,543 Dividends paid 14,903 13,924 Proposed for approval of Shareholders at the Annual General Meeting on 28 July 2014: Final dividend for 2014 – 22.0p (2013: 20.6p) 10,772 9,997 10. Earnings per share Basic earnings per share amounts are calculated by dividing net profit for the year attributable to members of the parent company of £43,207,000 (2013: £36,139,000 as restated) by the weighted average number of shares outstanding during the year. In calculating diluted earnings per share amounts, the weighted average number of shares is adjusted for the weighted average number of ordinary shares that would be issued on the conversion of all dilutive potential ordinary shares into ordinary shares. The weighted average number of ordinary shares for both basic and diluted amounts was as per the table below: Basic weighted average number of shares Dilutive potential ordinary shares – share options 2014 Thousands 2013 Thousands 48,734 191 48,257 137 48,925 48,394 Adjusted earnings per share During the year the Group released the contingent consideration liability in relation to the acquisition of Kingston Foods Limited (note 14). In addition, the Group made the Wayland and Wold Farms acquisitions described in note 14, and subsequently recognised a profit on the IAS 41 valuation movement on biological assets acquired. In the prior year the Group impaired freehold property, plant and equipment to their fair value at its mothballed production facility in East Lancashire. The property has subsequently been demolished and the land is in the process of being sold. As the release of contingent consideration and the impairment of property, plant and equipment do not form part of the ongoing business of the Group and due to the volatility of the valuation of biological assets the Directors consider it appropriate to present an adjusted measure of earnings per share on the face of the income statement which excludes the effects of these items to provide a more meaningful measure of the underlying performance of the business. Adjusted earnings per share are calculated using the weighted average number of shares for both basic and diluted amounts as detailed above. Adjusted profit for the year is derived as follows: S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Profit for the year Impairment of property, plant and equipment Release of contingent consideration Net IAS 41 valuation movement on biological assets Tax on net IAS 41 valuation movement on biological assets 2014 £’000 43,207 - (1,086) (1,441) 288 2013 £’000 (Restated) 36,139 1,836 - - - Adjusted profit for the year 40,968 37,975 Report & Accounts 2014 Cranswick plc 87 NOTES TO THE ACCOUNTS (CONTINUED) 11. Intangible assets Group Cost At 31 March 2012 On acquisition of subsidiary (note 14) At 31 March 2013 On acquisition of subsidiary (note 14) At 31 March 2014 Amortisation and impairment At 31 March 2012 Amortisation At 31 March 2013 Amortisation At 31 March 2014 Net book value At 31 March 2012 At 31 March 2013 At 31 March 2014 Goodwill £’000 Customer relationships £’000 127,763 5,488 133,251 1,691 134,942 4,924 - 4,924 - 4,924 - 795 795 - 795 - 119 119 159 278 Total £’000 127,763 6,283 134,046 1,691 135,737 4,924 119 5,043 159 5,202 122,839 - 122,839 128,327 676 129,003 130,018 517 130,535 Impairment testing Goodwill is subject to annual impairment testing. Goodwill acquired through business combinations has been allocated for impairment testing purposes to the following principal cash-generating units: 2014 £’000 12,231 1,691 90,167 11,602 10,968 3,359 2013 £’000 12,231 - 90,167 11,602 10,968 3,359 130,018 128,327 Cash generating unit Fresh pork Livestock Cooked meats Sandwiches Continental Fine Foods Other 88 Cranswick plc Report & Accounts 2014 Assumptions used The recoverable amount for each cash generating unit has been determined based on value in use calculations using annual budgets for each business for the following year, approved by the Board of Directors, and cash flow projections for the next four years. Forecast replacement capital expenditure is included from budgets and thereafter capital is assumed to represent 100 per cent of depreciation. Subsequent cash flows are forecast to grow in line with an assumed long-term industry growth rate of between 3 and 5 per cent derived from third party market information, including Kantar Worldpanel data. A pre-tax discount rate of 7.4 per cent has been used (2013: 8.3 per cent) being management’s estimate of the weighted average cost of capital. The calculation is most sensitive to the following assumptions: Sales volumes Sales volumes are influenced by the growth of the underlying food segment, the market shares of our customers, selling prices, and the quality of our products and service. Historical volumes are used as the base and adjusted over the projection period in line with current growth rates. Gross margin Gross margin depends upon average selling prices, the cost of raw materials and changes in the cost of production overheads. Historical margins are used as the base, adjusted for management’s expectations derived from experience and with reference to budget forecasts. Discount rates All calculations of this nature are sensitive to the discount rate used. Management’s estimate of the weighted average cost of capital has been used for each cash generating unit. Sensitivity Following the impairment of goodwill attributable to the Sandwiches cash generating unit in 2011–12, management believes that currently there is no reasonably possible change to the assumptions that would reduce the value in use below the value of the carrying amount for any of the Group’s cash generating units. Assumptions and projections are updated on an annual basis. S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 89 NOTES TO THE ACCOUNTS (CONTINUED) 12. Property, plant and equipment Leasehold Plant, Assests in the Total improve- equipment course of and vehicles construction £’000 £’000 £’000 Freehold land and buildings £’000 67,861 4,658 - 7,536 (19) 80,036 5,287 2,633 4,459 (2,242) 90,173 5,328 1,597 3,428 1,548 - 11,901 1,766 (2,242) 11,425 ments £’000 9,012 77 91 (6,070) - 3,110 61 - - - 139,099 22,512 591 (1,466) (570) 160,166 12,416 1,630 653 (2,841) 3,171 172,024 4,915 223 (3,428) - - 1,710 187 - 1,897 74,876 13,666 - 238 (508) 88,272 15,878 (2,742) 101,408 - 5,957 - - - 5,957 5,095 - (5,112) - 5,940 - - - - - - - - - 215,972 33,204 682 - (589) 249,269 22,859 4,263 - (5,083) 271,308 85,119 15,486 - 1,786 (508) 101,883 17,831 (4,984) 114,730 Group Cost At 31 March 2012 Additions On acquisition Transfers between categories Disposals At 31 March 2013 Additions On acquisition Transfers between categories Disposals At 31 March 2014 Depreciation At 31 March 2012 Charge for the year Transfers between categories Impairment loss Relating to disposals At 31 March 2013 Charge for the year Relating to disposals At 31 March 2014 Net book amounts At 31 March 2012 62,533 4,097 64,223 - 130,853 At 31 March 2013 68,135 1,400 71,894 5,957 147,386 At 31 March 2014 78,748 1,274 70,616 5,940 156,578 Included in freehold land and buildings is land with a cost of £7,927,000 (2013: £6,640,000) which is not depreciated relating to the Group and £509,000 (2013: £509,000) relating to the Company. Cost includes £1,082,000 (2013: £1,026,000) in respect of capitalised interest. £56,000 of interest, which was the whole amount eligible, was capitalised during the year (2013: £25,000). The rate used to determine the amount of borrowing costs eligible for capitalisation was 1.75 per cent (2013: 1.53 per cent) which is the effective rate of the borrowing used to finance the construction. The Directors believe that the fair value of the property, plant and equipment is not materially different to the net book amounts presented above. Impairment During the prior year the Board took the decision to demolish its mothballed production facility in East Lancashire following considerable investment in increased capacity at other Group locations in preference to utilising these premises as previously planned. The book value of the property, plant and equipment was £1,836,000. The fair value, which relates solely to the land, was determined by an independent valuer as £50,000, giving rise to an impairment loss of £1,786,000. A further £50,000 was accrued for demolition of the property giving a total income statement impairment charge of £1,836,000. 90 Cranswick plc Report & Accounts 2014 Company Cost At 31 March 2012 Additions At 31 March 2013 Additions Disposals At 31 March 2014 Depreciation At 31 March 2012 Charge for the year At 31 March 2013 Charge for the year Relating to disposals At 31 March 2014 Net book amounts At 31 March 2012 At 31 March 2013 At 31 March 2014 13. Investments Company Shares at cost: At 31 March 2012 Freehold land and buildings £’000 Plant, equipment and vehicles £’000 509 - 509 - - 509 - - - - - - 509 509 509 406 21 427 17 (22) 422 317 44 361 31 (9) 383 89 66 39 Total £’000 915 21 936 17 (22) 931 317 44 361 31 (9) 383 598 575 548 Subsidary undertakings £’000 158,338 874 159,212 758 159,970 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Capital contribution relating to share options At 31 March 2013 Capital contribution relating to share options At 31 March 2014 The principal subsidiary undertakings during the year were: Cranswick Country Foods plc Cranswick Gourmet Pastry Company Limited (100 per cent owned by Cranswick Country Foods plc) Wayland Farms Limited (100 per cent owned by Cranswick Country Foods plc) Wold Farms Limited (100 per cent owned by Cranswick Country Foods plc) Cranswick Convenience Foods Limited Kingston Foods Limited (100 per cent owned by Cranswick Convenience Foods Limited) The Sandwich Factory Group Limited (registered in Scotland) The Sandwich Factory Holdings Limited (100 per cent owned by The Sandwich Factory Group Limited) Except where otherwise stated, each of the companies is registered in England and Wales and Cranswick plc holds directly 100 per cent of the shares and voting rights of each subsidiary undertaking. In April 2009 the Group disposed of its pet and aquatics segment, retaining a 5.5 per cent share of both businesses. Following a subsequent reorganisation Cranswick plc sold its 5.5 per cent investment in the pet products business on 5 April 2012 for a consideration of £221,000. The consideration for the sale was received in cash in the prior year. The transaction resulted in the Group retaining its 5.5 per cent interest in the Aquatics business; this interest was later reduced to a 3.3 per cent holding of Tropical Marine Centre (2012) Limited following a further reorganisation and change in major shareholders. The investment, being an unquoted entity, the value of which cannot be reliably measured, is held at a carrying value of £nil. Report & Accounts 2014 Cranswick plc 91 NOTES TO THE ACCOUNTS (CONTINUED) 14. Acquisitions 2014 – Wayland Farms Limited and Wold Farms Limited On 29 April 2013, the Group acquired 100 per cent of the issued share capital of East Anglian Pigs Limited (renamed Wayland Farms Limited) for a total consideration of £13.5 million. On 20 August 2013, the Group incorporated a new company: Wold Farms Limited. On 13 September 2013, Wold Farms Limited acquired certain trade and assets of Dent Limited for a total consideration of £2.0 million and subsequently, on 19 December 2013, acquired further Dent Limited trade and assets from the administrator for a total consideration of £1.5 million. The principal activities of both Wayland Farms Limited and Wold Farms Limited are pig breeding, rearing and finishing. The acquisitions give the Group greater control over its supply chain. Fair values of the net assets at the date of acquisition were as follows: Net assets acquired: Property, plant and equipment Biological assets Inventories Trade receivables Bank and cash balances Trade payables Provisions Financial liabilities Finance lease obligations Corporation tax liability Deferred tax liability Goodwill arising on acquisition Total consideration Satisfied by: Cash Analysis of cash flows on acquisition: Included within cash flows from investing activities Cash consideration paid Cash and cash equivalents acquired Included within net cash from operating activities Transaction costs of the acquisition Net cash outflow arising on acquisition Wayland Farms Limited £’000 3,828 10,550 398 1,368 2,540 (3,258) (150) (1,500) (603) (148) (905) 12,120 1,355 13,475 Fair values Wold Farms Limited (provisional) £’000 435 2,550 62 - - - - - - - 84 3,131 336 3,467 Total £’000 4,263 13,100 460 1,368 2,540 (3,258) (150) (1,500) (603) (148) (821) 15,251 1,691 16,942 13,475 3,467 16,942 13,475 (2,540) 10,935 211 11,146 3,467 - 3,467 121 3,588 16,942 (2,540) 14,402 332 14,734 The fair values on the Wold Farms transactions remain provisional due to their timing and will be finalised within twelve months of the respective transaction dates. From the date of acquisition, the external revenues of Wayland Farms Limited were £10.8 million and the company contributed a net profit after tax (excluding the IAS 41 valuation movement on biological assets) of £2.5 million to the Group. If the Wayland Farms Limited combination had taken place at the beginning of the year, the Group’s profit after tax for the year would have been unchanged at £43.2 million and revenues would have been £995.6 million. 92 Cranswick plc Report & Accounts 2014 In the period since acquisition, the external revenues of Wold Farms Limited were £nil and the Company contributed a net loss after tax of £0.2 million to the Group. Due to the nature of the two transactions, with only a proportion of the trade and assets of Dent Limited being acquired, the Directors consider it impracticable to assess the impact of Wold Farms Limited on the revenues and profit after tax of the Group had the combination taken place at the beginning of the period. Included in the £1,691,000 of goodwill recognised are certain intangible assets that cannot be individually separated from the acquirees and reliably measured due to their nature. These items include the expected value of synergies, the assembled workforces and the strategic benefits of vertical integration including security of supply. Transaction costs of £211,000 and £121,000 have been expensed in relation to Wayland Farms Limited and Wold Farms Limited respectively, and are included in administrative expenses. All of the trade receivables acquired were, or are expected to be, collected in full. 2013 – Kingston Foods Limited On 29 June 2012, the Group acquired 100 per cent of the issued share capital of Kingston Foods Limited for a total consideration of £8.9 million. The principal activity of Kingston Foods Limited is the manufacture and distribution of cooked meat and poultry products and the acquisition is expected to enlarge the customer base of the Group. Fair values of the net assets at the date of acquisition were as follows: Net assets acquired: Customer relationships Property, plant and equipment Inventories Trade receivables Bank and cash balances Trade payables Provisions Corporation tax liability Deferred tax liability Goodwill arising on acquisition Total consideration Satisfied by: Cash Contingent consideration Analysis of cash flows on acquisition: Included within cash flows from investing activities Cash consideration paid Cash and cash equivalents acquired Included within net cash from operating activities Transaction costs of the acquisition Net cash outflow arising on acquisition Fair value £’000 795 682 433 1,743 1,857 (1,615) (187) (97) (200) 3,411 5,488 8,899 7,843 1,056 8,899 7,843 (1,857) 5,986 145 6,131 From the date of acquisition to 31 March 2013, the acquired business contributed £11.6 million of revenue and a net profit after tax of £0.7 million to the Group. If the combination had taken place at the beginning of the prior year, the Group’s profit after tax for the prior year would have been £36.6 million and revenues would have been £879.2 million. Report & Accounts 2014 Cranswick plc 93 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n NOTES TO THE ACCOUNTS (CONTINUED) 14. Acquisitions (continued) Included in the £5,488,000 of goodwill recognised above, are certain intangible assets that cannot be individually separated from the acquiree and reliably measured due to their nature. These items include the expected value of synergies and an assembled workforce. Transaction costs of £145,000 were expensed and included in administration expenses in the prior year. Contingent consideration The agreement included contingent consideration payable in cash to the previous owners of Kingston Foods Limited based on the performance of the business over a three year period from acquisition. The amount payable was between £nil and £2.5 million dependent on the average EBITDA of the business during the three year period versus an agreed target level. The fair value of the contingent consideration at 31 March 2013 was estimated at £1,121,000, discounted in the table on page 93. Subsequently, during the year, £1,086,000 of contingent consideration was released to the income statement, being the full amount accrued, which reflects the Directors’ current expectations of the anticipated performance of the business over the three year period from acquisition. 94 Cranswick plc Report & Accounts 2014 15. Biological assets The Group’s biological assets consist of pigs in the form of breeding sows (classified as non-current assets) and their progeny for processing within the Group and externally (classified as current assets). Reconciliation of carrying amounts of livestock: Group At 31 March 2012 and 31 March 2013 On acquisition Increases due to purchases Decrease attributable to harvest Decreases attributable to sales Changes in fair value less estimated costs to sell At 31 March 2014 Group Non-current biological assets Current biological assets Group Net IAS 41 valuation movement on biological assets* Changes in fair value of biological assets Biological assets transferred to cost of sales Total £’000 - 13,100 8,426 (34,743) (10,772) 38,706 14,717 2013 £’000 - - - 2014 £’000 1,174 13,543 14,717 2014 £’000 2013 £’000 38,706 (37,265) 1,441 - - - * This represents the difference between operating profit prepared under IAS 41 and operating profit prepared under historical cost accounting, which forms part of the reconciliation to adjusted operating profit. The Group’s valuation model for biological assets utilises quoted (unadjusted) prices in an active market for the valuation of finished pigs, sucklers and weaners (Level 1 in the fair value hierarchy as detailed in note 22). The valuation of sows and boars is based on recent transactions for similar assets (Level 2 in the fair value hierarchy). Additional information: Group Quantities at year end: Breeding sows (bearer biological assets) Boars Pigs (consumable biological assets) Number of pigs produced in the year 2014 No. 2013 No. 16,875 433 172,526 320,133 - - - - Report & Accounts 2014 Cranswick plc 95 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n NOTES TO THE ACCOUNTS (CONTINUED) 16. Inventories Group Raw materials Finished goods and goods for resale 17. Trade and other receivables Financial assets: Trade receivables Amounts owed by Group undertakings Other receivables Non-financial assets: Prepayments and accrued income 2014 £’000 34,967 12,459 47,426 Group Company 2014 £’000 84,292 - 5,375 89,667 8,108 97,775 2013 £’000 82,556 - 4,814 87,370 5,727 93,097 2014 £’000 - 26,256 23 26,279 252 26,531 2013 £’000 34,688 13,775 48,463 2013 £’000 - 14,870 236 15,106 263 15,369 Financial assets are carried at amortised cost. As at 31 March, the analysis of trade receivables that were past due but not impaired was as follows: Group 2014 2013 Trade receivables Of which: Not due Past due date in the following periods: Less than 30 Between 30 More than £’000 £’000 days £’000 and 60 days £’000 84,292 74,695 7,475 82,556 72,738 7,830 929 960 60 days £’000 1,193 1,028 Trade receivables are non-interest bearing and are generally on 30 – 60 day terms and are shown net of any provision for impairment. As at 31 March 2014, trade receivables at nominal value of £583,000 (2013: £631,000) were impaired and fully provided for. Provision is made when there is objective evidence that the Group will not be able to recover balances in full. Balances are written off when the probability of recovery is assessed as being remote. Movements in the provision for impairment of receivables were as follows: Group Bad debt provision At 31 March 2012 Provided in year Written off At 31 March 2013 Provided in year Utilised Released At 31 March 2014 There are no bad debt provisions against other receivables. 96 Cranswick plc Report & Accounts 2014 £’000 1,162 199 (730) 631 8 (6) (50) 583 18. Financial assets Group Current Loans receivable Impairment provision Non-current Loans receivable 2014 £’000 396 (396) - 2013 £’000 696 - 696 - 702 Loans of £396,000 (2013: £1,398,000) are receivable from Dent Limited, a supplier to the Group. Dent Limited went into administration on 2 December 2013; as a result the loans receivable from Dent Limited have been fully provided. Repayment of the loan, which was held at amortised cost, was receivable in 43 equal monthly instalments which commenced on 30 September 2011. Interest was receivable on the loan at Bank of England base rate plus 3 per cent. The Company had no financial assets at the end of either year. 19. Trade and other payables Current Trade payables Amounts owed to Group undertakings Other payables Deferred income – government grants Non-current Deferred income – government grants Group Company 2014 £’000 80,315 - 28,420 71 2013 £’000 71,340 - 34,714 55 2014 £’000 274 46,621 4,191 - 2013 £’000 149 36,118 6,179 - 108,806 106,109 51,086 42,446 409 409 410 410 - - - - S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 97 NOTES TO THE ACCOUNTS (CONTINUED) 20. Financial liabilities Current Bank overdrafts Finance leases and hire purchase contracts Forward currency contracts Non-current Amounts outstanding under revolving credit facility Contingent consideration (note 14) Group 2014 £’000 - 309 18 327 2013 £’000 549 55 4 608 Company 2014 £’000 2013 £’000 - - - - - - - - 28,898 - 28,498 1,074 28,898 - 28,498 - 28,898 29,572 28,898 28,498 Movement on hedged items: Losses arising in the year Reclassification adjustment for losses included in the income statement Group 2014 £’000 2013 £’000 (18) 4 (14) (4) 69 65 All financial liabilities are amortised at cost, except for forward currency contracts which are carried at fair value. Movements on hedged foreign currency contracts are reclassified through cost of sales. Forward currency contracts are used to hedge a proportion of anticipated purchases denominated in foreign currencies and held at fair value in the balance sheet. To the extent that these forward contracts represent effective hedges, movements in fair value are taken directly to other comprehensive income and are then reclassified through the income statement in the period during which the hedged item impacts the income statement. A description of amounts and maturities is contained in note 22. Bank facilities The Group negotiated an amendment and extension to its banking facilities during the year. The new facilities were agreed on 27 March 2014, with arrangement fees of £0.9 million being paid subsequent to the year end. The arrangement fees will be amortised over the period of the facilities. A committed bank overdraft facility of £20 million (2013: £20 million) is in place until July 2018, of which £nil (2013: £549,000) was utilised at 31 March 2014. Interest is payable at a margin over base rate. A revolving credit facility of £120 million (including the £20 million committed overdraft facility) is in place of which £30 million was utilised as at 31 March 2014 (2013: a revolving credit facility of £100 million of which £29 million was utilised). This facility expires in July 2018. Interest is payable on the revolving credit facility at a margin over LIBOR. 98 Cranswick plc Report & Accounts 2014 The maturity profile of bank loans is as follows: In one year or less Between one year and two years Between two years and five years Unamortised issue costs Group Company 2014 £’000 - - 30,000 30,000 (1,102) 2013 £’000 - - 29,000 29,000 (502) 2014 £’000 - - 30,000 30,000 (1,102) 2013 £’000 - - 29,000 29,000 (502) 28,898 28,498 28,898 28,498 The bank facilities for both years are unsecured and subject to normal bank covenant arrangements. 21. Provisions Group At 31 March 2013 Arising on acquisition Movement on discount At 31 March 2014 Analysed as: Group Current liabilities Non-current liabilities Lease provisions £’000 190 150 3 343 2013 £’000 - 190 190 2014 £’000 - 343 343 Lease provisions are held against dilapidation obligations on leased properties. These provisions are expected to be utilised over the next five years. There are no provisions held by the Company. S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 99 NOTES TO THE ACCOUNTS (CONTINUED) 22. Financial instruments An explanation of the Company and Group’s financial instruments risk management strategy is set out on page 60 in the Directors’ Report. Interest rate risk profile of financial assets and liabilities The interest rate profile of the interest earning financial assets and interest bearing liabilities of the Group as at 31 March 2014 and their weighted average interest rates is set out below: As at 31 March 2014 Group Financial liabilities: Revolving credit facility Finance leases and hire purchase contracts Financial assets: Cash at bank As at 31 March 2013 Weighted Total At 1 year 1–2 years 2–3 years Fixed interest average effective interest rate % floating interest rates or less £’000 £’000 £’000 £’000 £’000 1.29% 5.13% (30,000) (309) (30,309) (30,000) - (30,000) - (309) (309) 0.00% 12,223 12,223 - (18,086) (17,777) (309) - - - - - - - - - - Weighted Total At 1 year 1–2 years 2–3 years Fixed interest Group Financial liabilities: Bank overdrafts Revolving credit facility Finance leases and hire purchase contracts average effective interest rate % 2.00% 1.50% 6.32% floating interest rates or less £’000 £’000 £’000 £’000 £’000 (549) (549) (29,000) (29,000) (55) - (29,604) (29,549) - - (55) (55) - - - - - - - - - - - - - - - - Financial assets: Cash at bank Loans receivable 0.00% 3.50% 7,633 1,398 7,633 1,398 The maturity profile of bank loans is set out in note 20. (20,573) (20,518) (55) 100 Cranswick plc Report & Accounts 2014 The interest rate profile of the interest earning financial assets and interest bearing liabilities of the Company as at 31 March 2014 and their weighted average interest rates is set out below: As at 31 March 2014 Company Financial liabilities: Amounts owed to Group undertakings Revolving credit facility Financial assets: Cash at bank As at 31 March 2013 Company Financial liabilities: Amounts owed to Group undertakings Revolving credit facility Financial assets: Cash at bank Weighted Total At 1 year 1–2 years 2–3 years Fixed interest average effective interest rate % floating interest rates or less £’000 £’000 £’000 £’000 £’000 2.00% 1.29% (153,400) (30,000) (183,400) (153,400) (30,000) (183,400) 0.00% 8,251 8,251 (175,149) (175,149) - - - - - - - - - - - - - - - Weighted Total At 1 year 1–2 years 2–3 years Fixed interest average effective interest rate % floating interest rates or less £’000 £’000 £’000 £’000 £’000 2.00% 1.50% (139,400) (139,400) (29,000) (29,000) (168,400) (168,400) 0.00% 5,169 5,169 (163,231) (163,231) - - - - - - - - - - - - - - - Currency profile The Group’s financial assets at 31 March 2014 include sterling denominated cash balances of £11,363,000 (2013: £7,320,000), euro £117,000 (2013: £119,000) and US dollar £743,000 (2013: £186,000), all of which are held in the UK. The Group’s financial liabilities include sterling denominated overdraft balances of £nil (2013: £66,000) and euro £nil (2013: £483,000), all of which are held in the UK. The proportion of the Group’s net assets denominated in foreign currencies is immaterial. The Group’s other financial assets and liabilities are denominated in sterling. Credit risk The Group makes a significant proportion of its sales to the major UK supermarket groups, which correspondingly represent a significant proportion of the Group’s trade receivables at any one time. Based on the financial strength of these customers, the Directors do not consider that the Group faces a significant credit risk in this regard. Debts with other customers, which represent a smaller proportion of the Group’s trade receivables, are considered to provide greater risk, particularly in the current economic climate. These debts are reviewed on a regular basis by credit controllers and senior management and prudent provision is made when there is objective evidence that the Group will not be able to recover balances in full. Report & Accounts 2014 Cranswick plc 101 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n NOTES TO THE ACCOUNTS (CONTINUED) 22. Financial instruments (continued) All cash financial assets are held by UK financial institutions. The maximum credit exposure relating to financial assets is represented by their carrying values as at the balance sheet date. Fair value hierarchy The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique: Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities. Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly. Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data. Transfers between levels of the fair value hierarchy are deemed to have occurred at the end of the reporting period. The Group’s forward currency contracts are measured using Level 2 of the fair value hierarchy. The valuations are provided by the Group’s bankers from the proprietary valuations models and are based on mid-market levels as at close of business on the Group’s year end reporting date. The Group’s 3.3 per cent retained shareholding in the aquatics business Tropical Marine Centre (2012) Limited would have been classified as Level 3; however as the investment is an unquoted entity and cannot be reliably measured the Directors consider that its value is immaterial and no fair value has been applied. Fair value of financial instruments Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties on an arm’s length basis. The fair value of floating rate assets and liabilities is estimated to be equivalent to book value. All derivative financial instruments are shown in the balance sheet at fair value. Group 2014 2013 Book value £’000 Fair value £’000 Book value £’000 Fair value £’000 Forward currency contracts (18) (18) (4) (4) The book value of trade and other receivables, trade and other payables cash balances, loans receivable, overdrafts, amounts outstanding under revolving credit facilities and finance leases and hire purchase contracts equates to fair value for the Group and Company. 102 Cranswick plc Report & Accounts 2014 Hedges Financial instruments designated as cash flow hedges are held at fair value in the balance sheet. The Group hedges the following cash flows: i) Forward contracts to hedge expected future purchases The Group hedges a proportion of its near-term expected purchases denominated in overseas currencies. Where these hedges meet the hedge criteria of IAS 39 changes in fair value are posted directly to other comprehensive income and subsequently reclassified through the income statement at the time that the hedged item affects profit or loss. Group Currency Euros Sterling Amount 10,150,000 2,481,000 Maturities 1 April 2014 – 2 October 2014 11 April 2014 – 30 May 2014 Exchange rates €1.20 – €1.23 £0.82 – £0.83 Fair value £’000 (18) - These contracts were effective cash flow hedges under the criteria set out in IAS 39 and therefore fair value gains and losses related to the contracts were recognised directly in other comprehensive income. The Company does not hold any forward contracts. Interest rate risk The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables held constant, of the Group’s profit before tax (through the impact on floating rate borrowings). There is no material impact on the Group’s equity. Currency derivatives have not been included in the sensitivity analysis below as they are not considered to be exposed to interest rate risk. 2014 Sterling 2013 Sterling Increase/ Effect on decrease in profit before basis points +100 -100 +100 -100 tax £’000 (529) 529 (413) 413 Report & Accounts 2014 Cranswick plc 103 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n NOTES TO THE ACCOUNTS (CONTINUED) 22. Financial instruments (continued) Liquidity risk The tables below summarise the maturity profile of the Group’s financial liabilities at 31 March 2014 and 2013 based on contractual undiscounted payments: At 31 March 2014 Group Revolving credit facility Finance leases and hire purchase contracts Trade and other payables At 31 March 2013 Group Bank overdraft Revolving credit facility Finance leases and hire purchase contracts Trade and other payables At 31 March 2014 Company Revolving credit facility Trade and other payables At 31 March 2013 Company Revolving credit facility Trade and other payables Cross guarantees (note 27) Less than 1 year £’000 386 310 108,735 109,431 Less than 1 year £’000 549 434 56 106,054 107,093 Less than 1 year £’000 386 51,086 51,472 Less than 1 year £’000 434 42,446 549 43,429 1 to 2 years £’000 386 - - 386 1 to 2 years £’000 - 434 - - 434 1 to 2 years £’000 386 - 386 1 to 2 years £’000 434 - - 434 2 to 5 years £’000 29,901 - - 29,901 2 to 5 years £’000 - 29,145 - - 29,145 2 to 5 years £’000 29,901 - 29,901 2 to 5 years £’000 29,145 - - 29,145 Total £’000 30,673 310 108,735 139,718 Total £’000 549 30,013 56 106,054 136,672 Total £’000 30,673 51,086 81,759 Total £’000 30,013 42,446 549 73,008 The impact of liquidity risk on the Group is discussed in detail in the Directors’ Report on page 60. 104 Cranswick plc Report & Accounts 2014 23. Called-up share capital Allotted, called-up and fully paid – Ordinary shares of 10 pence each Group and Company At 1 April On exercise of share options Scrip dividends 2014 Number 48,527,532 243,021 191,336 2013 Number 48,034,791 182,958 309,783 At 31 March 48,961,889 48,527,532 2014 £’000 4,853 24 19 4,896 2013 £’000 4,803 19 31 4,853 On 6 September 2013, 111,212 ordinary shares were issued at 1,152.0 pence as a result of Shareholders exercising the scrip dividend option in lieu of the cash payment for the 2013 final dividend. On 24 January 2014, 80,124 ordinary shares were issued at 1,151.0 pence as a result of Shareholders exercising the scrip dividend option in lieu of the cash payment for the 2014 interim dividend. During the course of the year, 243,021 ordinary shares were issued to employees exercising SAYE and LTIP options at prices between nil and 692.0 pence. Ordinary share capital of £88,382 is reserved for allotment under the Savings Related Share Options Schemes and Long Term Incentive Plans (LTIP). The options are exercisable as follows: Number Exercise price Exercise period Savings related Savings related Savings related Savings related Savings related Savings related Savings related Savings related LTIP 1,553 3,911 13,705 31,771 24,647 171,792 113,849 85,179 1,064,888 679p 665p 474p 594p 692p 579p 629p 916p Nil March 2010 – October 2014 March 2011 – October 2015 March 2012 – October 2016 March 2013 – October 2017 March 2014 – October 2018 March 2015 – October 2019 March 2016 – October 2018 March 2017 – October 2019 June 2014 – June 2023 On 7 September 2012, 187,694 ordinary shares were issued at 827.5 pence as a result of Shareholders exercising the scrip dividend option in lieu of the cash payment for the 2012 final dividend. On 25 January 2013, 122,089 ordinary shares were issued at 791.9 pence as a result of Shareholders exercising the scrip dividend option in lieu of the cash payment for the 2013 interim dividend. During the course of the year, 182,958 ordinary shares were issued to employees exercising SAYE and LTIP options at prices between nil and 679.0 pence. S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 105 NOTES TO THE ACCOUNTS (CONTINUED) 24. Share-based payments The Group operates two share option schemes, a HMRC approved “Save As You Earn” scheme (SAYE) and a Long Term Incentive Plan (LTIP), both of which are equity settled. The total expense charged to the income statement during the year in relation to share-based payments was £1,014,000 (2013: £1,162,000). Long Term Incentive Plan (LTIP) During the course of the year 317,100 options at nil cost were granted to Directors and senior executives, the share price at that time was 1,127.0 pence. Details of the performance criteria relating to the LTIP scheme can be found in the Directors’ Remuneration report on page 50. The maximum term of LTIP options is ten years. Group Outstanding as at 1 April Granted during the year (i) Lapsed during the year Exercised during the year (ii) Outstanding as at 31 March (iii) Exercisable at 31 March Company Outstanding as at 1 April Granted during the year (i) Lapsed during the year Exercised during the year (ii) Outstanding as at 31 March (iii) Exercisable at 31 March 2014 Number 1,071,891 317,100 (152,313) (171,790) 1,064,888 - 2014 Number 721,539 201,100 (87,495) (114,644) 720,500 - 2014 WAEP (£) 2013 Number 2013 WAEP (£) - - - - - - 2014 WAEP (£) - - - - - - 786,900 394,500 (12,789) (96,720) 1,071,891 73,191 2013 Number 525,700 264,500 (8,211) (60,450) 721,539 48,639 - - - - - - 2013 WAEP (£) - - - - - - i) The weighted average fair value of options granted during the year was £10.29 (2013: £7.03). The share options granted during the year were at £nil per share. The share price at the date of grant was £11.27 (2013: £8.01). ii) The weighted average share price at the date of exercise for the options exercised was £11.26 (2013: £8.20). iii) For the share options outstanding as at 31 March 2014, the weighted average remaining contractual life is 8.11 years (2013: 8.21 years). The exercise price for all options outstanding at the end of the year was £nil. 106 Cranswick plc Report & Accounts 2014 All Employee Share Option Scheme (SAYE) All employees are entitled to a grant of options once they have been in service for two years or more. The exercise price is equal to the market price of the shares less 20 per cent on the date of the grant. The contractual life of the options is three, five or seven years. The maximum term of SAYE options is 3.5, 5.5 or 7.5 years. The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, SAYE share options during the year. Group Outstanding as at 1 April Granted during the year (i) Lapsed during the year Exercised during the year (ii) Outstanding as at 31 March (iii) Exercisable at 31 March Company Outstanding as at 1 April Granted during the year (i) Lapsed during the year Exercised during the year (ii) Outstanding as at 31 March (iii) Exercisable at 31 March 2014 Number 2014 WAEP (£) 468,286 87,372 (38,020) (71,231) 446,407 3,243 5.98 9.16 6.29 5.75 6.61 6.86 2013 Number 460,998 129,084 (35,558) (86,238) 468,286 4,091 2013 WAEP (£) 5.84 6.29 6.01 5.69 5.98 6.12 2014 Number 2014 WAEP (£) 2013 Number 2013 WAEP (£) 19,600 2,690 (1,504) (1,137) 19,649 260 5.94 9.16 5.98 6.66 6.33 6.92 18,567 3,232 (825) (1,374) 19,600 305 5.90 6.29 6.56 5.94 5.94 5.94 i) The share options granted during the year were at £9.16 (2013: £6.29), representing a 20 per cent discount on the price at the relevant date. The share price at the date of grant was £11.86 (2013: £8.49). ii) The weighted average share price at the date of exercise for the options exercised was £12.72 (2013: £9.71). iii) For the share options outstanding as at 31 March 2014, the weighted average remaining contractual life is 3.59 years (2013: 2.99 years). The weighted average fair value of options granted during the year was £3.31 (2013: £2.19). The range of exercise prices for options outstanding at the end of the year was £4.74 – £9.16 (2013: £4.74 – £6.92). The fair value of the SAYE and LTIP equity settled options granted is estimated as at the date of grant using the Black-Scholes option pricing model, taking into account the terms and conditions upon which the options were granted. The following table lists the inputs to the model used for the years ended 31 March 2014 and 31 March 2013: Group and Company Dividend yield Expected share price volatility Risk free interest rate Expected life of option Exercise prices 2014 LTIP 3.03% 31.0% 0.51% 3 years £nil 2014 SAYE 2.88% 31.0% 0.92% – 1.87% 3, 5 years £9.16 2013 LTIP 4.35% 31.0% 2013 SAYE 4.11% 31.0% 0.40% 0.37% – 1.21% 3 years 3, 5, 7 years £nil £6.29 The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual outcome. The initial fair value of LTIP options is adjusted to take into account market-based performance conditions. Report & Accounts 2014 Cranswick plc 107 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n NOTES TO THE ACCOUNTS (CONTINUED) 25. Pension schemes Defined benefit pension scheme The Group acquired a defined benefit final salary pension scheme during 2009, which is funded by the payment of contributions to separately administered trust funds. The scheme was closed to new members and future accrual on 30 June 2004. Pension costs are determined with the advice of an independent qualified actuary on the basis of a triennial valuation using the projected unit credit method. The latest available formal actuarial valuation of the scheme was carried out as at 1 January 2013. This valuation was updated to the year end. Plan assets are stated at fair value at the respective balance sheet dates and overall expected rates of return are established by applying published brokers’ forecasts to each category of scheme assets. Restatement of comparatives IAS 19 (revised) includes a number of amendments to the accounting for defined benefit pension schemes. The principal impact on the Group of the application of this standard is that interest on pension scheme assets is now calculated by reference to the liability discount rate rather than the expected long-term yield on the assets, as was the case previously. The impact of the amendment on profit before tax for the prior year ended 31 March 2013 was to increase finance costs by £135,000, with a resulting reduction of 0.2 pence in both earnings per share and adjusted earnings per share. There was no impact on the reported pension liability as the impact on the income statement is mitigated by an offsetting adjustment in the calculation of actuarial gains and losses in the statement of comprehensive income. a) Change in benefit obligation Benefit obligation at the beginning of the year Interest cost Remeasurement (gains)/ losses: Actuarial (gains)/ losses arising from changes in financial assumptions Actuarial gains arising from changes in demographic assumptions Other experience items Additional liability recognised due to minimum funding requirement Benefits paid from plan 2014 £’000 21,535 935 (764) (251) 728 3,457 (419) 2013 £’000 (Restated) 21,161 948 519 - - - (1,093) Benefit obligation at the end of the year 25,221 21,535 b) Change in plan assets Fair value of plan assets at the beginning of the year Interest income Return on plan assets Employer contributions Benefits paid from plan 2014 £’000 18,178 813 (1,007) 1,128 (419) 2013 £’000 (Restated) 15,819 728 1,596 1,128 (1,093) Fair value of plan assets at the end of the year 18,693 18,178 c) Amounts recognised in the balance sheet Present value of funded obligations Fair value of plan assets Net liability recorded in the balance sheet 108 Cranswick plc Report & Accounts 2014 2014 £’000 (25,221) 18,693 2013 £’000 (21,535) 18,178 (6,528) (3,357) d) Components of pension cost Amounts recognised in the income statement: Interest cost Expected return on plan assets Total pension cost recognised in the income statement Actual return on assets Actual return on plan assets Amounts recognised in the Group statement of comprehensive income Actuarial (losses)/ gains immediately recognised 2014 £’000 2013 £’000 (Restated) 935 (813) 122 (194) (4,177) 948 (728) 220 2,324 1,077 Cumulative amount of actuarial losses recognised (6,067) (1,890) The weighted average actuarial assumptions used in the valuation of the scheme were as follows: e) Principal actuarial assumptions Discount rate Rate of price inflation Revaluation of deferred pensions: Benefits accrued prior to 1 January 1998 Benefits accrued after 1 January 1998 Rate of compensation increase: Benefits accrued prior to 1 January 1997 Benefits accrued after 1 January 1997 Future expected lifetime of pensioner at age 65: Current pensioners Male Female Future pensioners Male Female 2014 2013 4.50% 3.15% 5.00% 3.15% 3.00% 3.15% 22.9 25.2 25.1 27.5 4.40% 3.25% 5.00% 3.25% 3.00% 3.25% 23.1 25.7 25.1 27.6 The mortality rates used have been taken from base tables S1PA (CMI 2012 improvements 1.5 per cent long-term rate of improvement) (2013: S1PA (LC 1 per cent floor)). At 31 March 2014, the average duration of the scheme liabilities was 23 years (2013: 23 years). For deferred pensions the average duration was 24 years (2013: 24 years) and for pensions in payment the average duration was twelve years (2013: twelve years). The Group’s deficit as measured under IFRIC 14 is £6,528,000 as a result of the Group’s commitment to future contributions to the scheme. This compares to an underlying IAS 19 deficit of £3,071,000. As a result, the liabilities in the scheme are only sensitive to a reasonable change in the discount rate assumption. A 0.5 per cent increase/ decrease in the discount rate would give rise to a £83,000 decrease/ £85,000 increase in the deficit at 31 March 2014. The scheme rules require the pension benefits to be uplifted by Retail Price Index (RPI), so there was no financial effect from the statutory requirement to uplift pension benefits by Consumer Price index (CPI) rather than RPI. Report & Accounts 2014 Cranswick plc 109 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n NOTES TO THE ACCOUNTS (CONTINUED) 25. Pension schemes (continued) f) Plan assets Return seeking: UK equities Overseas equities Diversified growth funds Debt instruments: Corporate bonds Gilts Index linked bonds Other: Property Cash Total 2014 Fair value of plan assets £’000 2013 Fair value of plan assets £’000 - - 11,056 11,056 1,293 1,238 3,369 5,900 - 1,737 2,546 6,046 - 8,592 2,282 - 6,225 8,507 975 104 18,693 18,178 All of the plan assets have a quoted price in an active market except for cash, and property in the prior year. The plan has not invested in any of the Group’s own financial instruments nor in any properties or other assets used by the Group. The Group expects to contribute approximately £1,320,000 to the scheme during the year ending 31 March 2015 in respect of regular contributions and intends to contribute the same amount annually through to November 2019. The risks to which the plan exposes the entity have been minimised by investing the assets of the scheme across a broad range of return seeking funds and debt instruments. Defined contribution pension schemes The Group also operates a number of defined contribution pension schemes whereby contributions are made to schemes operated by major insurance companies. Contributions to these schemes are determined as a percentage of employees’ earnings. Contributions owing to the insurance companies at the year end, included in trade and other payables, amounted to £238,000 (2013: £134,000). Contributions during the year totalled £1,460,000 (2013: £1,137,000). 110 Cranswick plc Report & Accounts 2014 26. Additional cash flow information Analysis of changes in net debt: Group Cash and cash equivalents Overdrafts Other financial assets Revolving credit Finance leases and hire purchase contracts At 31 March 2013 £’000 7,633 (549) 7,084 1,398 8,482 (28,498) (55) Cash flow £’000 4,590 549 5,139 (1,002) 4,137 500 349 Other non-cash changes £’000 At 31 March 2014 £’000 - - - (396) (396) (900) (603) 12,223 - 12,223 - 12,223 (28,898) (309) Net debt (20,071) 4,986 (1,899) (16,984) Net debt is defined as cash and cash equivalents and loans receivable less interest bearing liabilities (net of unamortised issue costs). Group Cash and cash equivalents Overdrafts Other financial assets Revolving credit Finance leases and hire purchase contracts At 31 March 2012 £’000 20,100 (1,312) 18,788 2,094 20,882 (42,246) (298) Cash flow £’000 (12,467) 763 (11,704) (696) (12,400) 14,000 243 Other non-cash changes £’000 - - - - - At 31 March 2013 £’000 7,633 (549) 7,084 1,398 8,482 (252) - (28,498) (55) Net debt (21,662) 1,843 (252) (20,071) S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 111 NOTES TO THE ACCOUNTS (CONTINUED) 26. Additional cash flow information (continued) Analysis of changes in net debt: Company Cash and cash equivalents Revolving credit At 31 March 2013 £’000 5,169 (28,498) Cash flow £’000 3,082 (1,000) Other non-cash changes £’000 At 31 March 2014 £’000 - 600 8,251 (28,898) Net debt (23,329) 2,082 600 (20,647) Company Cash and cash equivalents Revolving credit At 31 March 2012 £’000 18,137 (42,246) Cash flow £’000 (12,968) 14,000 Other non-cash changes £’000 At 31 March 2013 £’000 - (252) 5,169 (28,498) Net debt (24,109) 1,032 (252) (23,329) 27. Contingent liabilities The Company, together with its subsidiary undertakings, has entered into a cross guarantee with Lloyds TSB Bank plc, The Royal Bank of Scotland plc and Clydesdale Bank PLC (trading as Yorkshire Bank) (2013: Lloyds TSB Bank plc, The Royal Bank of Scotland plc, Clydesdale Bank PLC (trading as Yorkshire Bank) and Coöperatieve Centrale Raiffeisen-Boerleenbank B.A. (trading as Rabobank International)) in respect of the Group’s facilities with those banks. Drawn down amounts totalled £30,000,000 as at 31 March 2014 (2013: £29,549,000). For the Company, the amounts drawn down by other Group companies which were guaranteed by the Company at the year end totalled £nil (2013: £549,000). 28. Commitments (a) The Directors have contracted for future capital expenditure for property, plant and equipment totalling £6,259,000 (2013: £5,206,000). (b) The Group’s future minimum rentals payable under non-cancellable operating leases are as follows: Group Not later than one year After one year but not more than five years After five years The Company has no non-cancellable operating leases. 112 Cranswick plc Report & Accounts 2014 2014 £’000 4,136 5,204 3,267 2013 £’000 3,620 7,892 3,282 12,607 14,794 29. Related party transactions During the year the Group and Company entered into transactions, in the ordinary course of business, with related parties, including transactions between the Company and its subsidiary undertakings. In the Group accounts transactions between the Company and its subsidiaries are eliminated on consolidation but these transactions are reported for the Company below: Company Related party – subsidiaries 2014 2013 Services rendered Interest paid to Dividends received to related party related party from related party £’000 £’000 £’000 17,560 19,000 2,724 2,066 12,700 11,404 Amounts owed by or to subsidiary undertakings are disclosed in notes 17 and 19. Any such amounts are unsecured and repayable on demand. Remuneration of key management personnel: Group Short-term employee benefits Post-employment benefits Share-based payment 2014 £’000 4,257 138 492 4,887 2013 £’000 6,698 150 621 7,469 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n Report & Accounts 2014 Cranswick plc 113 SHAREHOLDER INFORMATION FIVE YEAR STATEMENT 2014 £’m 2013 £’m (Restated) 2012 £’m 2011 £’m 2010 £’m Turnover 994.9 875.2 820.8 758.4 740.3 Profit before tax 54.8 47.3 48.4 Adjusted profit before tax* 52.2 49.1 45.6 47.1 47.3 43.8 43.8 Earnings per share 88.7p 74.9p 78.6p 74.5p 69.7p Adjusted earnings per share* 84.1p 78.7p 72.9p 72.8p 69.7p Dividends per share 32.0p 30.0p 28.5p 27.5p 25.0p Capital expenditure 22.9 33.2 21.7 35.9 20.5 Net debt Net assets (17.0) (20.1) (21.7) (48.3) (54.7) 302.7 273.7 245.9 220.9 193.6 * Adjusted profit before tax and earnings per share exclude the effects of release of contingent consideration and net IAS 41 valuation movement on biological assets in 2014, impairment of property, plant and equipment in 2013 and impairment of goodwill and the effect of associate in 2012. These are the measures used by the Board to assess the Group’s underlying performance. The comparative for 2013 has been restated to reflect an amendment to IAS 19 Employee Benefits. Further details can be found in notes 2 and 25. Dividends per share relate to dividends declared in respect of that year. Net debt is defined as per note 26 to the accounts. FINANCIAL CALENDAR Preliminary announcement of full year results Publication of Annual Report Annual General Meeting Payment of final dividend Announcement of interim results Payment of interim dividend May June July September November January 114 Cranswick plc Report & Accounts 2014 SHAREHOLDER ANALYSIS AT 9 MAY 2014 Classification Private Shareholders Corporate bodies and nominees Size of holding (shares) 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 50,000 50,001 – 100,000 Above 100,000 Share price Share price at 31 March 2013 Share price at 31 March 2014 High in the year Low in the year Number of Number of holdings shares 1,134 681 5,128,999 43,835,524 1,815 48,964,523 952 511 110 136 39 67 378,567 1,171,025 783,373 3,161,798 2,775,384 40,694,376 1,815 48,964,523 986p 1,223p 1,321p 986p Share price movement Cranswick’s share price movement over the ten year period to May 2014 and comparison against the FTSE 350 Food Producers and Processors Price Index (“FTSE FPP”) and against the FTSE All Share Price Index (“FTSE All Share”), all rebased to Cranswick’s share price at 5 May 2004 (360p), is shown below: Share price movement p (rebased to Cranswick) Cranswick FTSE All Share FTSE 350 Food Producers 1,400 1,200 1,000 800 600 400 200 0 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Source: Investec Report & Accounts 2014 Cranswick plc 115 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e F i n a n c i a l S t a t e m e n t s S h a r e h o d e r l I n f o r m a t i o n ADVISERS Secretary Malcolm Windeatt FCA Company number 1074383 Registered Office Stockbrokers Registrars Auditors Tax advisers Solicitors Bankers 74 Helsinki Road Sutton Fields Hull HU7 0YW Investec Investment Banking – London Shore Capital Stockbrokers – Liverpool Capita Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU Tel: 0871 664 0300 (calls cost 10 pence per minute plus network extras; lines are open 8.30am to 5.30pm, Monday – Friday). If calling from overseas please call +44 208 639 3399 email: shareholderenquiries@capita.co.uk www.capitaassetservices.com Ernst & Young LLP – Hull PricewaterhouseCoopers – Leeds Rollits LLP – Hull Lloyds TSB Bank plc The Royal Bank of Scotland plc Clydesdale Bank PLC (trading as Yorkshire Bank) Merchant bankers N M Rothschild & Sons – Leeds 116 Cranswick plc Report & Accounts 2014 . W W W C R A N S W C K C O U K I . . REGISTERED OFFICE Cranswick plc, Helsinki Road, Sutton Fields, Hull HU7 0YW www.cranswick.co.uk 

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