Genus plc.
Annual Report 2013

Plain-text annual report

Genus plc Annual Report 2013 Helping customers thrive A World-Leading Growth Business Global demand for meat and milk continues to rise, driven by urbanisation, expanding populations and rising incomes. Our products and services enable farmers and food producers to meet that demand, and to cope with fewer resources available for food production. We are world leaders in our markets, with exceptional technology and a deep understanding of our customers’ needs. vision Pioneering animal genetic improvement to help nourish the world. who we are Genus is a world leader in advancing the science of animal breeding and genetic improvement. We breed the world’s best pigs and bulls, scientifically selecting livestock whose offspring will increase value for customers around the world. In the porcine market, we provide customers with access to continuous genetic improvement, through our genetically superior boar and sow product lines. In the dairy and beef markets, our primary product is bull semen. All our products enable customers to achieve desirable characteristics in their herds, such as higher carcass value, feed-efficient growth, leaner meat or higher milk yield. We combine our product and scientific excellence with a global supply chain, technical services and sales network, ensuring we can meet our customers’ needs and help them to maximise their benefits from our products. This approach has given us market- leading positions and the ability to create value for customers and shareholders alike. For more information visit: www.genusplc.com e r s h i p i n A nimal Genetic Im R o b u st Genetic I m p rovement p r o strateGic review 02 2013 Highlights 04 Genus at a Glance 06 Our Values 08 Chairman’s Statement 12 Chief Executive’s Report 16 Market Overview 18 Strategic Framework 22 Strategic Progress 30 Key Performance t v e m e n R e D a i l i ff s e e r d e n P t r Improved productivity. Shareholder return. i o d u c t a t i o n Global Le a d unt ment co e c y A g a n a M e K T e c h n i c S e r al S es vic upport a l S u pply ain h C b G l o r e v i e w s t r a t e G i c c O r P O r a t e F i N a N c i a L G O v e r N a N c e s t a t e M e N t s Indicators 32 Financial and Operational Review 40 Principal Risks and Uncertainties 44 Our People 48 Corporate Responsibility cOrP Or ate GOverNaNce 50 Board of Directors & Company Secretary 52 Genus Executive Leadership Team 54 Corporance Governance Letter from the Chairman 55 Corporate Governance Statement 59 Audit Committee Report 61 Directors’ Remuneration Report 74 Nomination Committee Report 75 Other Statutory Disclosures 76 Directors’ Responsibilities Statement FiNaNc iaL stateMeNts 77 Independent Auditor’s Report – Group Financial Statements 78 Group Income Statement 79 Group Statement of Comprehensive Income 80 Group Statement of Changes in Equity 81 Group Balance Sheet 82 Group Statement of Cash Flows 83 Notes to the Group Financial Statements 123 Independent Auditor’s Report – Parent Company Financial Statements 124 Parent Company Balance Sheet 125 Notes to the Parent Company Financial Statements 134 Five Year Record – Consolidated Results 135 Notice of Annual General Meeting IBC Advisors Genus at a Glance p04 chief executive’s report p12 strategic Framework p18 Financial and Operational review p32 Our People p44 Genus plc Annual Report 2013 | 01 2013 hiGhLiGhts Group Revenue £m 400 8 . 1 4 3 . 3 5 4 3 . 9 9 0 3 . 3 5 8 2 350 300 250 200 150 100 50 0 Adjusted Operating Profit £m Adjusted Operating Profit inc JVs £m . 8 5 4 . 9 5 4 . 2 2 4 . 9 9 3 50 40 30 20 10 0 . 6 8 4 1 . 9 4 . 3 5 4 . 2 2 4 50 40 30 20 10 0 2010 2011 2012 2013 2010 2011 2012 2013 2010 2011 2012 2013 £345.3m £45.9m £49.1m Business highlights • Adjusted profit before tax up 2% to £47.2m and earnings per share up 3% to 55 pence, surpassing last year’s record results, despite challenging agricultural markets • Statutory profit before tax lower by 30% at £38.1m, reflecting a decrease in the net IAS 41 valuation movement in biological assets, while the prior year benefited from an IAS 41 exceptional credit • Revenue up 1% led by growth in Asia of 15%, whilst in Genus PIC a mix shift towards higher margin business reduced revenues by 3% • Adjusted operating profit including joint ventures up 1% (2% in constant currency) to £49.1m – Bovine volumes up 5% and porcine volumes up 6% – Strong performance in Asia, with growth of 14% – Genus PIC growth of 4%, led by Latin America – Genus ABS profit reduced by 5% (3% at constant currency) in challenging markets – Continued investment in research and development, up 12% to £28.0m • Cash inflow of £8.1m reduced net debt to £52.9m • Strong progress with implementing new strategy – Organisation structure aligned to new strategy, operating effectively through the year – Pace of genetic improvement and dissemination accelerating – Joint ventures in China: announced porcine joint venture with Shennong and made strong operational progress in joint venture with Besun – Core competencies strengthened to support growth strategy 02 | Genus plc Annual Report 2013 Adjusted Operating Profit Before Tax £m Adjusted Basic EPS Pence Dividend per Share Pence . 5 6 4 . 2 7 4 . 0 9 3 . 9 2 3 50 40 30 20 10 0 . 5 3 5 . 0 5 5 . 8 4 4 . 7 6 3 60 50 40 30 20 10 0 1 . 6 1 . 6 4 1 . 3 3 1 20 15 10 1 . 2 1 5 0 2010 2011 2012 2013 2010 2011 2012 2013 2010 2011 2012 2013 £47.2m 55.0p 16.1p Financial highlights Adjusted results Year ended 30 June Revenue Operating profit* Operating profit inc JVs* Profit before tax* Basic earnings per share (p)* Statutory results Year ended 30 June Revenue Operating profit Profit before tax Earnings per share (p) Dividend per share (p) Actual currency Constant currency** 2012 £m Movement % Movement % 1 – 2 2 3 341.8 45.8 48.6 46.5 53.5 2012 £m 341.8 54.2 54.4 65.9 14.6 1 – 1 2 3 % 1 (31) (30) (32) 10 2013 £m 345.3 45.9 49.1 47.2 55.0 2013 £m 345.3 37.2 38.1 44.7 16.1 * Adjusted operating profit, adjusted profit before tax and adjusted basic earnings per share are before net IAS 41 valuation movement on biological assets, amortisation of acquired intangible assets, share-based payment expense and exceptional items. Adjusted measures are used by the Board to monitor underlying performance. ** Constant currency percentage movements are calculated by restating 2013 results at the exchange rates applied in 2012. “ Genus has improved on last year’s record results, with adjusted pre-tax profits up 2% in market conditions made challenging by high feed costs during the year. We have done this while also increasing our investment in key markets, accelerating our research and product development and strengthening our core competencies. Genus has made substantial progress in implementing the strategy set out last year. We expect to make further progress in the year ahead and anticipate an improving rate of growth from the second half of 2014 fiscal year onwards. As a sign of our continuing confidence in the Group’s prospects, we are recommending an increase in the full-year dividend of 10%.” Karim Bitar chief executive r e v i e w s t r a t e G i c c O r P O r a t e F i N a N c i a L G O v e r N a N c e s t a t e M e N t s Genus plc Annual Report 2013 | 03 GeNus at a GLaNce A WORLD-LEADING BUSINESS Genus plays an important role in the world’s agricultural economy. Our products enable our customers to meet the growing demand for pork, beef and milk, driven by urbanisation and rising populations and incomes, and to cope with tightening limits on the land and water resources available for food production. Our Vision Pioneering animal genetic improvement to help nourish the world. Genus’s Competitive Advantage Our competitive edge comes from owning and controlling proprietary lines of breeding animals and using biotechnology to continuously improve them. We combine this product and scientific excellence with a global supply chain, technical service, and distribution and sales network, ensuring we can meet our customers’ needs and help them to maximise their benefits from our products. The majority of our competitors are traditional co-operatives, making Genus unique as a listed company. Our business model and multi-species approach allow us to continually strengthen and leverage our technology platform more broadly, thereby delivering value to customers and shareholders alike. Our success has given us market-leading positions. We have 25% of the porcine market, more than double our nearest competitor, as well as 25% in beef and 8% of global dairy sales. We sell under well-known trademarks, ‘PIC’ for pigs and ‘ABS’ for dairy and beef cattle, in more than 70 countries worldwide. What We Do How We Operate Genus is a world leader in applying biotechnology to advance the science of animal breeding and genetic improvement. Our technology is applicable to all livestock species and we currently commercialise it in the dairy, beef and pork sectors. To do this, we breed the world’s best pigs and bulls, scientifically selecting livestock whose offspring will increase value for farmers and food producers around the world, with the ultimate goal of making pork, beef and milk more affordable, better quality and safer for consumers. In the porcine market, we offer genetically superior boars and sows that produce high-quality and efficient offspring, with higher carcass value and desirable characteristics such as feed- efficient growth or leaner meat. In the dairy and beef markets, our primary product is bull semen, which we produce in-house in five locations worldwide. Artificial insemination from semen straws produces high-quality cattle, enabling our customers to improve their herds and their efficiency. 04 | Genus plc Annual Report 2013 With headquarters in Basingstoke, UK, Genus companies operate in 30 countries on six continents, with research laboratories located in Madison, Wisconsin, USA. We also sell to customers in another 40 countries through distribution channels. Genus operates through three business units: • Genus PIC services porcine customers in North America, Latin America and Europe • Genus ABS services dairy and beef customers in North America, Latin America and Europe • Genus Asia focuses on the fast-growing Asian market, in both the porcine and bovine segments A shared research and development function supports our operating divisions. Genus global sales and operations Our Business Model e r s h i p i n A nimal Genetic Im R o b u st Genetic I m p rovement p r o v e R e m e D a n i l i ff s t e e r d e n P t r i o d u c t a t i o n Improved productivity. Shareholder return. Global Le a d unt ment co e c y A g a n a M e K T e c h n i c S e r al S es vic upport a l S u pply ain h C b G l o robust Genetic improvement Generating robust and continuous genetic improvement is at the heart of our business model. We are leveraging genomics to accelerate our delivery of valuable genetic improvements. In porcine, we base our core genetic improvement programme in two nucleus farms, in Canada and the US. We combine quantitative sciences with leading-edge biotechnology, while adopting a ‘discovery without walls’ approach to external genes, where they can add to our portfolio and meet customer needs. Our dairy and beef product development creates elite bulls from a range of progeny-testing and young-sire programmes. We are adapting our genetic selection programme to focus on traits of high economic importance to our customers and to gain greater control over the genes. These development programmes are supported by our research division, which aims to develop proprietary technologies in areas such as gender skew and disease resistance, which help to increase the affordability and quality of pork, beef and milk. We employ more than 100 scientists and skilled technicians, and have a track record of working successfully in partnership with universities, consortia and others. realised Product Differentiation Consumers around the world have different preferences and our genetic improvement programmes deliver a wide range of products and services tailored to them. Successful product development therefore starts from our customers’ perspective. Understanding their needs helps us to develop outstanding and differentiated products and services, and we aim to get our products to market quickly, so we can rapidly transfer the best genes to our customers’ systems. Global supply chain In our porcine business, we outsource more than 95% of our pig multiplication requirements to third-party producers or customers. Our network of multiplication partners is a significant strength, allowing us to meet demand for our genetics while reducing our exposure to farming and commodity risk. r e v i e w s t r a t e G i c c O r P O r a t e F i N a N c i a L G O v e r N a N c e s t a t e M e N t s In dairy and beef, Genus ABS leverages both its distribution and sales networks directly with in- house employees, independent representatives or distributors, to efficiently reach our customers and build brand loyalty. technical support services Ensuring our products meet customers’ expectations is critical, so experienced technical service teams support our distribution and sales efforts. These teams ensure the product is right and help our customers to achieve the best results. This creates a winning situation for us and our customers, enhancing customer loyalty. We support our customers with technical services in important areas such as nutrition, reproduction, health management and genetics. For example, in dairy, our global Genetic Management System helps customers through sire selection, to create the progeny that will develop their herd in the way they wish. Our Reproductive Management System team also helps customers to improve reproduction, a critical contributor to their profitability. In porcine, we provide performance comparisons across our customers, so they can benchmark their operational performance and the impact of genetics against industry peers. Key account Management In porcine, we are increasingly working in long-term relationships with our customers, under multi- year royalty contracts. This aligns our goals with our customers’ key performance metrics, as they pay Genus based on the performance and value we deliver. It also reduces volatility in our results, by mitigating the impact of cyclical price reductions or cost increases in pig production. In 2013, 74% of porcine volumes were under royalty contracts. In bovine, we sell the majority of our semen on a per dose basis and use our service offerings to create longer-lasting relationships. Our customer segmentation and focus on account management allows us to increasingly focus on the customers who place the highest value on these relationships. Genus plc Annual Report 2013 | 05 Our vaLues GUIDING EVERYTHING WE DO “ Our values are integral to our role as a company that helps to meet a basic human need: nourishment.” Genus is: Customer Centric We are one team, dedicated to helping customers thrive. We anticipate their needs and help them seize opportunities, acting as partners to improve quality, efficiency and output. If we’re not adding value for our customers, we stop and think again. Results Driven We are proactive, determined to be the best we can be and to exceed expectations. We redefine standards for ourselves, our customers and our industry. Every one of us takes pride in delivering the highest level of performance. If something can be improved, we find a simpler, better way to do it. Pioneering We are an innovative, forward-thinking company. We have the courage and confidence to explore new ideas and the energy and enthusiasm to deliver them. We are creative, tenacious and resourceful in every area of our work. People Focused We are a business rooted in science but built around our people. We inspire, challenge and support everyone to perform, develop and grow. We treat others with respect and we invite views and feedback to help us improve. Responsible We are ethical to our core. We feel a deep sense of responsibility to our customers, colleagues, animals, communities and shareholders. We are honest, reliable and trustworthy. We mean what we say and do what we say. 06 | Genus plc Annual Report 2013 Genus plc Annual Report 2013 | 07 chairMaN’s stateMeNt BOB LawsON A YEAR OF GOOD STRATEGIC PROGRESS I am pleased to report a year of good progress, as we implemented the Group strategy that we introduced in 2012. Following last year’s record results, financial progress was more limited, against a backdrop of very challenging market conditions for the Group’s customers. Despite these tough conditions, Genus continued to invest in the capabilities it needs to capture the significant long-term growth opportunity for genetics. The strategy and organisational changes arising from Karim’s strategic review gave Genus a sharp focus in 2013. Aligning the business around species and key customers has given the Group a clarity of purpose and energy that has been very evident to the Board. results Genus’s results for the year to 30 June 2013 showed modest growth on last year’s record performance. Revenues and adjusted operating profit were at similar levels to the prior year, while adjusted profit before tax rose 2% to £47.2m. Once again, Asia led the way, with profits rising by 14%. However, high feed costs and low output prices for our customers held back performance in the rest of the Group. In addition, we made planned investments in resources to strengthen our business. Adjusted earnings per share grew 3% to 55p, benefiting from a 1% lower tax rate. On a statutory basis, profit before tax was lower than the previous year, due to a reduction in the fair value calculation of our bovine biological assets under IAS 41, as we anticipate a shift towards more genomic sales. The prior year had benefited from an IAS 41 exceptional credit. As we have consistently said, the nature and volatility of this non-cash accounting item does not reflect our underlying business performance. We therefore use adjusted profits to report externally and to measure our performance internally. During the year, we reduced net debt to £52.9m, which is below one times EBITDA. This gives the Group substantial financial flexibility to pursue its plans. Dividend The Board is recommending a final dividend of 11.1 pence per share, which together with the interim dividend of 5 pence per share, would result in a dividend for the year of 16.1 pence per share, an increase of 10% over last year’s dividend. This continues our progressive dividend policy and reflects the Board’s confidence in Genus’s future. It is proposed that the final dividend will be paid on 6 December 2013, to shareholders on the register at the close of business on 22 November 2013. strategy Following his appointment in September 2011, Karim initiated a thorough strategic review. We announced the outcome of this process in May 2012. Our focus in 2013 has been to implement this strategy and to invest, so that Genus can seize the significant opportunities presented by the growing use of genetics to make animal protein more affordable and sustainable, to feed a growing world population. As I reported last year, the strategy started by focusing on our customers’ needs. To serve them better, we introduced a new organisation that aligned our resources around species and key growth areas, with a particular focus on Asia. This has enabled us to focus on disseminating best practice around the world, whilst adapting our business to meet the unique needs of the major developing nations. Second, we renewed our emphasis on leading through innovation in research and development. The early results of this investment have been encouraging, such as the single- step genomic evaluation process described on page 28. This is just one of several initiatives Genus is pursuing. Finally, we said that we would ensure that Genus had the right resources and competencies in key functions, such as supply chain, technical services and marketing, to deliver our strategy. The Group has made strong progress in bringing highly talented individuals into the organisation, to strengthen these areas. A fuller discussion of our substantial progress with implementing our strategy can be found in Karim’s Chief Executive’s Report report and throughout the rest of this document. People In March 2013, John Worby, our Group Finance Director since 2009, 08 | Genus plc Annual Report 2013 “ The Group has made strong progress in bringing highly talented individuals into the organisation.” took a well-deserved retirement. John served Genus as both a Non- Executive and an Executive Director over eight years and contributed enormously to the Group’s progress over this time, through his energy, wisdom and skill. He leaves us with our deeply felt thanks and very best wishes for the future. The Board was pleased to recruit Stephen Wilson as the new Group Finance Director. He is already making a valued contribution as an Executive Director and Board member. In addition, we have welcomed Tom Kilroy as our new Group General Counsel & Company Secretary. He brings a wealth of commercial, intellectual property, legal and executive experience to the Group. In addition to Tom and Stephen, the Genus Executive Leadership Team has been strengthened by the appointment of Saskia Korink Romani as Chief Marketing Officer. In July, Saskia took on the role of acting Chief Operating Officer, Genus ABS. Of course, so much of the driving force behind our business comes from the skills and capabilities of our people, who operate in more than 30 countries worldwide. I have had the opportunity to meet many of them this year and I continue to be impressed by their enthusiasm and professionalism. On behalf of the Board and our shareholders, I would like to thank all of Genus’s employees for their dedication and commitment to achieving so much progress in 2013. r e v i e w s t r a t e G i c c O r P O r a t e F i N a N c i a L G O v e r N a N c e s t a t e M e N t s in summary 2013 was undoubtedly a difficult year for the global agricultural industry, which was severely affected by drought in the US and poor harvests in Europe. Throughout this tough period, Genus continued to deliver growth on top of last year’s record results and made significant progress in fundamentally transforming its business and investing for growth. The Board and I are confident that the business has never had stronger foundations to take advantage of the opportunities in the global market for animal genetics. Bob Lawson chairman 2 September 2013 Genus plc Annual Report 2013 | 09 18% Average herd pregnancy rate for UK and Ireland RMS customers (14% national average) 10 | Genus plc Annual Report 2013 Transforming Our Customers’ Herd Fertility PerformanceWe know that efficiently producing high genetic quality pregnancies drives herd profitability, and that customers’ goals and production systems vary. Our Reproductive Management System (‘RMS’) team therefore optimises customers’ herd pregnancies by providing tailored solutions based on sound science, training and vast field experience. In the UK and Ireland, RMS has grown rapidly to service 686 farms, with nearly 170,000 cows or 10% of the national herd. The service is provided by 131 technicians, nine leaders and eight RMS trainers, supported by a technical services team.Our unique combination of skilled people, accurate data and standardised working has transformed fertility performance. The average pregnancy rate for UK and Ireland RMS customers’ herds is 18%, well above the national average of 14%. RMS has also hugely influenced herd expansion and our customers’ businesses. For example we have worked with Bowe Dairy Farming Company as a breeding company and farm consultants since 1998. Since then the business has grown from 80 to 600 cows. RMS has been an integral support to the business since 2007, helping the company achieve a pregnancy rate of 24%. Our vaLues CustOMeR CentRiC Genus plc Annual Report 2013 | 11 chieF executive’s rePOrt KariM Bitar LAYING THE FOUNDATIONS FOR GROWTH Last year, I set out our new vision, strategy and organisation. In 2013, we made substantial progress implementing the strategy and laying the foundations for growth. Aligning the organisation by species, giving more focus to research and development and Asia, and strengthening our core capabilities have been very well received by both customers and employees. I am encouraged by the energy and pace of change. The opportunity for Genus is large and we are now better placed to capture a growing share. We made these changes in a challenging year for the global agriculture industry, with record feed costs holding back customer demand. Despite this, Genus was able to fund its investment plans while surpassing last year’s record results. Group Performance Revenue was 1% higher than in 2012, at £345.3m. Porcine volumes grew by 6%, with strong increases in Asia and particularly in China. Bovine volumes rose 5%, driven by semen produced in India at lower price points. Sales of our globally produced semen grew 1%, held back by poor conditions in Latin America in the first half. Adjusted operating profit including joint ventures increased by 1% to £49.1m. Higher porcine volumes drove double-digit profit growth in Asia. Genus PIC grew 4%, with positive contributions from all regions and particular strength in Latin America, where we continue to transition customers to our royalty model. In Genus ABS, trading was challenging and profit declined by 5%. Drought affected key markets including Brazil and North America, leading to subdued demand. Research and development costs increased by 12%, as we invested in key research projects and were affected by high feed costs in our genetic nucleus farms. strategy The strategy we defined in 2012 is designed to deliver our vision of ‘Pioneering animal genetic improvement to help nourish the world’. Our focus in 2013 has been on implementing this strategy. increasing Genetic control and Product Differentiation In 2013, we became the first company to implement single- step genomic evaluation across a full range of animal traits in our porcine business. The early results are very encouraging, with the much higher accuracy in breeding programmes more than doubling the rate of genetic improvement in key traits such as litter size. In dairy product development, we have established a very large animal database, enabling us to produce proprietary and economically focused indices of bull merit, specific to our customers’ needs. In North America, we launched Real World DataTM, a genetic index focused on economic traits such as milk production, fertility and lifetime feed efficiency. We initiated an elite female programme to gain greater genetic control and increased the proportion of genomic young sires in our dairy product portfolio. Our research programmes focus on areas that can produce step changes in product differentiation, including genomic evaluations, disease resistance and gender skew. Our ‘discovery without walls’ approach has continued to bring the best genetics into Genus from wherever we find them. targeting Key Markets and segments Over half the world’s porcine market is in China. To build a business to address it effectively, we have invested in high-health production capacity and strengthening customer relationships. In 2013, we opened a new porcine nucleus farm, Chun Hua, stocked with the latest North American genetics, to reduce the genetic lag of our Chinese product offering. We recruited a general manager for our porcine business in China and significantly grew the team’s size and capability across all disciplines. We also announced two joint ventures with customers, to provide multiplication capacity and to serve these growing integrated pork producers. The first, Besun, is now operational and delivering very good performance. The second, with Shennong, is on track to establish operations in a new farm in 2014. We continue to have active discussions with other customers and partners. Genus also made good progress in a wide range of other growth markets in 2013, including the Philippines, Russia and Mexico, while in the important North American market our performance was solid in both porcine and bovine. In dairy, we are focusing on ten key markets and targeting the rapidly growing large commercial and enterprise farms. This segment requires profit-focused indices and high-touch technical services. We are steadily introducing this model in the US, with plans to expand it in other key markets. tailoring the Business Model Our focus here is to ensure our products meet the needs of our target markets and to implement best 12 | Genus plc Annual Report 2013 “ Our strategic initiatives better position Genus to capture the significant growth potential in the animal genetics market.” practices to maximise value capture. For example, to provide differentiated high-merit genetics in the large Indian dairy market, we imported embryos from North America and now have four young bulls and a pipeline of further pregnancies. In porcine in Europe, we have moved away from direct sales of parent gilts and rebuilt our team to create the skills and structure for an indirect, royalty-based business, similar to our successful Americas porcine business. We are making clear progress and this transition will gather momentum over time. strengthening core competencies We have implemented globally consistent organisations and practices in key account management, technical services and supply chain. This has enabled us to spread best practice to customers around the world. We have strengthened these teams with targeted hiring and international assignments. In addition, we created a marketing organisation to improve product branding and pricing. Lastly, we introduced a consistent performance management process across geographies and functions, to ensure we embed our values and to strengthen our performance culture. Our People In March 2013, John Worby retired from Genus. I would like to pay tribute to his outstanding contribution and to thank him for helping my induction to the Company and for assisting Stephen Wilson, our new Group Finance Director, with his seamless transition into the role. John was a source of great knowledge and wisdom and we wish him well. The Genus Executive Leadership Team (‘GELT’) welcomed three new members during the year. In addition to Stephen, Saskia Korink Romani joined us as Chief Marketing Officer and Tom Kilroy is our new Group General Counsel & Company r e v i e w s t r a t e G i c c O r P O r a t e F i N a N c i a L G O v e r N a N c e s t a t e M e N t s Secretary. Each brings a wealth of experience and talent and I am delighted with the way that they have integrated with the team. In July 2013, Ricardo Campos, the Chief Operating Officer, Genus ABS, decided for personal reasons to step down from GELT and refocus on the important Latin America ABS business. His passion and energy will continue to be valuable to Genus. Saskia Korink Romani has assumed the role of acting Chief Operating Officer, Genus ABS, to provide leadership to our bovine business. Over the course of the year, we introduced new Company-wide performance, development and talent processes. We also added strength and depth by recruiting many talented individuals. I would like to thank all employees for their commitment to our new strategic direction and for delivering results in challenging markets. Outlook Good harvests are predicted in the northern hemisphere which should result in lower input costs and an improvement in profitability in the dairy, beef and porcine industries. We expect this to lead to a gradual improvement in market conditions for our customers and demand for our products. We therefore expect the second half of this fiscal year to be stronger than the first. Our strategic initiatives better position Genus to capture the significant growth potential in the animal genetics market. I am confident that 2014 will be a year of accelerating progress, both operationally and financially. Karim Bitar chief executive 2 September 2013 Genus plc Annual Report 2013 | 13 Our vaLues Results DRiVen 14 | Genus plc Annual Report 2013 Helping Customers to Benefit from Our Genetic ImprovementsGenus PIC’s Genetic Services team works with more than 150 customers around the world. It ensures customers understand the value that genetic improvement brings, helps them to optimise their use of our genetics, and encourages them to multiply our genetics quickly, so they can rapidly realise the benefits. Finally, the team manages on-farm implementation of our genetic programme in our customers’ herds.Our commitment to delivering results for customers is evident in Genetic Services’s approach to hiring and training its people. In the last two years alone, the team has added five highly talented PhD geneticists from Asia, Europe, North America and Latin America. This focus on quality helps Genetic Services achieve notable results, with the rate of genetic improvement in North American boar studs doubling in 2013, compared with the three previous years. 150+ Genetic Services customers worldwide Genus plc Annual Report 2013 | 15 MarKet Overview CHALLENGING CONDITIONS IN 2013; FAVOURABLE LONG-TERM GROWTH DRIVERS The Food and Agriculture Organization of the United Nations (‘FAO’) predicts that global demand for animal protein will double by 2050, driven by population and income growth in developing countries, as well as urbanisation and changing consumption patterns. China, India and Russia are also striving to become self-sufficient in protein, making protein production a growth industry in these countries. 2013 Global trends Despite this favourable long-term backdrop, market conditions in 2013 were especially challenging for our customers. The US drought and poor harvests in other countries contributed to a worldwide surge in input cereal prices. During the first half of our financial year, wheat prices increased by 21%, soybean prices went up by 29% and US corn prices rose by 18% compared with the previous six months. Porcine The global pork sector has experienced one of its most turbulent years in history, with dramatically contrasting price movements among the pork producing regions. During the first half of our financial year, large price drops occurred in the US, Canada and South Korea, due to a relatively large seasonal supply boost and the beginning of herd liquidation, as hog farmers looked to limit their losses as a result of high feed costs. 3-Year Corn Prices – Key Markets (£ per tonne) 3-Year International Pork Markets (£ per Kg) At the same time, protein demand in developed countries is generally subdued, as a result of ageing and slowly growing populations, together with policy changes in areas such as animal welfare. On the supply side, high feed grain prices have reduced livestock producers’ margins, and livestock inventories have fallen in some of the major meat-producing countries, such as the US. Tight margins in both bovine and porcine production are accelerating the trend for industry consolidation. The need for production yield increases is also pushing the industry towards larger production units and more sophistication and professionalism, increasing the need for enhanced farming systems, nutrition, bio-security and more efficient farming practices in general. These trends create favourable long-term growth opportunities for our value-added genetics. 300 250 200 150 100 50 0 3.03.00 2.5 2.50 2.0 2.00 1.5 1.50 1.0 1.00 0.50 0.5 0 0.0 Aug 10 Aug 11 Aug 12 Aug 13 Aug 10 Aug 11 Aug 12 Aug 13 – Brazil – USA – China – EU – Brazil – USA – China – EU Source: China Swine, CIRCA, CME and IEA During the second half of our financial year, grain and soybean prices started to ease and most returned to the levels seen at the start of the year. This should bring some relief to the livestock industry, although profit margins are not all positive yet. Over the next harvest season, we expect ending stocks to recover in the northern hemisphere, which should mitigate some of the volatility experienced over the last five years. As a result, the outlook for input prices is better for our customers in the year to come. In contrast, prices strengthened in Brazil and the EU. In Brazil, prices increased due to supply reductions following herd liquidation, combined with normal seasonality. In the EU, poor profitability in recent years and new regulations banning crate gestation, which became effective on 1 January 2013, have driven heavy herd liquidation, with the sow population down 3.5%. In China, hog prices were below last year’s record levels. A price rally towards the Chinese New Year 16 | Genus plc Annual Report 2013 “ Tight margins in both bovine and porcine production are accelerating the trend for industry consolidation.” festival was short-lived and the government intervened in the market to stabilise prices in late spring. Demand for pork continues to grow, with global consumption rising by 2% per annum. The OECD-FAO Agricultural Outlook 2013-2022 report shows that in 2022, China will overtake the EU as the largest per capita consumer of pig meat, at 34kg per person. The Chinese government continues to use subsidies to accelerate local production of more competitive and food-safe pork, although environmental policy on reducing ammonia and nitrogen emissions from animal husbandry will make pig production more costly. In these conditions, larger farming systems are expanding and the outlook for pork prices seems stable to positive. Dairy and Beef At the start of our financial year, dairy farmers were left between break- even and loss-making, depending on the region and their exposure to feed. This was a result of low milk prices and high feed costs. Global dairy commodity prices saw a strong recovery during the course of our financial year. The Fonterra auction price, for example, peaked at 83% above June 2012 price levels. In all markets, reduced supply was the main cause of rising prices, with drought in New Zealand – the largest milk exporter – a particular contributor. Milk production is expected to return to modest growth in most regions, given higher farmgate milk prices compared to twelve months ago and lower feed costs. Demand will recover to 0% to 2% growth, depending on the region, led by emerging markets and the US. In the EU, demand will be subdued given higher dairy prices and sluggish economies. r e v i e w s t r a t e G i c c O r P O r a t e F i N a N c i a L G O v e r N a N c e s t a t e M e N t s 3-Year International Dairy Markets (Pence per litre) 40 30 20 10 0 Aug 10 Aug 11 Aug 12 Aug 13 – Brazil – USA – China – EU – Russia In the beef market, the Rabobank Global Cattle Price Index was down 6% relative to Q1 2013 after a period of some stability. This was the result of a worldwide downtrend in cattle prices, particularly in two important export countries, Australia and Brazil. Worldwide, industry performance has been mixed, with some companies in Brazil and other Latin American countries achieving reasonable margins due to relatively strong exports to China on the back of a weakening Real. In the US, high feed cost reduced performance and supply decreased, driven by drought-induced herd liquidations. European demand for real beef was boosted by the ‘horse-gate’ scandal. In China, beef demand is strong, pulling in imports from countries like Uruguay, Australia and New Zealand. However, the broader picture for demand still points to tempered consumer appetite, as beef prices have risen relative to chicken and pork, while increases in disposable income worldwide appear to be slowing. Genus plc Annual Report 2013 | 17 strateGic FraMewOrK A STRATEGY FOR GROWTH Genus has a robust strategy to capture the very significant growth opportunities in the animal genetics market, particularly in the BRIC countries. Our strategy for growth has four elements: Increasing Genetic Control and Product Differentiation Targeting Key Markets and Segments Tailoring the Strengthening Business Model Core Competencies Aim: to maintain our products’ lead over our competitors. Aim: to make sure we have the right offer for the right customers. Aim: to adapt our approach Aim: to have the core to suit different markets and customer segments. competencies we need to implement our strategy. We do this by: We do this by: We do this by: We do this by: • understanding our customers’ requirements and building an R&D programme and supply chain to support them; • enhancing our use of • genomics in our breeding programmes, to strongly accelerate the rate of genetic improvement; investing in proprietary technologies, with a focus on disease resistance and gender skew, to boost commercial viability and productivity; and • collaborating with universities, research institutes and biotechnology companies, to explore the latest developments in quantitative and molecular genetics. • ensuring we have the right products, in the critical geographies, to meet the needs of our target customers, typically: – integrated pork producers and farrow-to-finish pig producers – enterprise and large commercial dairies • aligning our products and services to key customer segments, which value our genetics and value-added technical services; and • seeking further growth in the BRIC economies, while strengthening our position with customers in more mature markets such as the US and Europe. • developing products that • developing our meet each market’s specific marketing capability and requirements, such as a need for leaner meat or better flavour in porcine, or increased milk yields in dairy; • ensuring we have the right commercial model, notably: – evaluating carefully when to transition from direct sales to royalties in our porcine business; and – adjusting our dairy and beef customer interface, based on cost to serve and customer segmentation • working with joint venture partners to access or create capacity to serve new markets such as porcine in China. strengthening our key account management; • strengthening our supply chain allowing us to be more cost effective and able to deploy genetics more efficiently to our customers; • stepping up our technical support to customers; and • enhancing our people through performance and talent management, and by transferring people and skills to key target markets. 18 | Genus plc Annual Report 2013 Increasing Targeting Key Genetic Control Markets and and Product Differentiation Segments Tailoring the Business Model Strengthening Core Competencies Aim: to maintain our products’ lead over our competitors. Aim: to make sure we have the right offer for the right customers. Aim: to adapt our approach to suit different markets and customer segments. Aim: to have the core competencies we need to implement our strategy. We do this by: We do this by: We do this by: We do this by: • understanding our • ensuring we have the right • developing products that • developing our • enhancing our use of – integrated pork producers customers’ requirements and building an R&D programme and supply chain to support them; genomics in our breeding programmes, to strongly accelerate the rate of genetic improvement; • investing in proprietary technologies, with a focus on disease resistance and gender skew, to boost commercial viability and productivity; and • collaborating with universities, research institutes and biotechnology companies, to explore the latest developments in quantitative and molecular genetics. products, in the critical geographies, to meet the needs of our target customers, typically: and farrow-to-finish pig producers – enterprise and large commercial dairies • aligning our products and services to key customer segments, which value our genetics and value-added technical services; and • seeking further growth in the BRIC economies, while strengthening our position with customers in more mature markets such as the US and Europe. meet each market’s specific requirements, such as a need for leaner meat or better flavour in porcine, or increased milk yields in dairy; • ensuring we have the right commercial model, notably: – evaluating carefully when to transition from direct sales to royalties in our porcine business; and – adjusting our dairy and beef customer interface, based on cost to serve and customer segmentation • working with joint venture partners to access or create capacity to serve new markets such as porcine in China. marketing capability and strengthening our key account management; • strengthening our supply chain allowing us to be more cost effective and able to deploy genetics more efficiently to our customers; • stepping up our technical support to customers; and • enhancing our people through performance and talent management, and by transferring people and skills to key target markets. r e v i e w s t r a t e G i c c O r P O r a t e F i N a N c i a L G O v e r N a N c e s t a t e M e N t s Find Out More Market Overview Our strategy takes account of the long-term drivers of our markets. See pages 16 and 17. strategic Progress Each of our divisions and our R&D function has strategic priorities that support our Group strategy. See pages 22 to 29. Performance Our key performance indicators measure how well we are implementing our strategy. See pages 30 and 31. Risk We look to understand and mitigate the risks to achieving our strategic goals. See pages 40 and 41. Remuneration Our management’s remunerations reflects the success of our strategy. See pages 61 to 73. Genus plc Annual Report 2013 | 19 BG Chitale facility Using Genus’s expertise, Chitale’s animal semen has increased from 200,000 to 1.8 million units 20 | Genus plc Annual Report 2013 Pioneering Improved Genetics in IndiaBG Chitale is the largest dairy processor in the Maharashtra region of India, which has a population of 112 million. The company has a passion for making Indian dairy farmers more productive, through technology and the best genetics. “The US achieves 10,000 litres of milk per cow but India is at about 2,000 litres,” explains Vishvas Chitale, CEO, BG Chitale. “We have around 50,000 farmers supplying us with milk. If we can reduce the number of animals they need, they will remain in business and get better returns. And fewer cows means lower greenhouse gas emissions and a greener world.”To do this, BG Chitale is focused on improving genetics and operates one of India’s few private artificial insemination studs. For the last three years, it has worked with Genus to increase annual semen production from 200,000 to 1.8 million units. “We need a partner who can help us improve animal productivity through the best genetics,” says Vishvas. “It was a natural choice to go with the best in the field.”Our strategy is to deliver value-added and differentiated products for India. We have created a pipeline of new bulls by importing embryos from North America, with the first bull (‘Pioneer’) born in August 2012. We have also genomically tested several young bulls – a first for the Indian dairy industry. Our vaLues PiOneeRinG Genus plc Annual Report 2013 | 21 strateGic PrOGress GeNus Pic ExTENDING OUR LEADERSHIP The porcine industry’s globalisation continues to create significant opportunities for Genus PIC to deliver added value to the leading producers of today and tomorrow. Although 2013 was a very challenging year, with record feed input costs causing many producers to lose money, we continued to invest in product development and technical services initiatives required to help our growing global customer base become stronger and more differentiated in their regions. Despite the difficult economic environment for many of our customers, Genus PIC grew its profit by 4% on volume growth of 3% in the year. We also made strong progress against our strategic objectives, as detailed below. Bill christianson Chief Operating Officer, Genus PIC Increasing Genetic Control and Product Differentiation Targeting Key Markets and Segments Tailoring the Business Model Strengthening Core Competencies Progress against 2013 Objectives Progress against 2013 Objectives Progress against 2013 Objectives Progress against 2013 Objectives we aimed to: • invest in proprietary technologies to accelerate genetic progress; use imputation in genomics to differentiate our products; and reduce the time to get our genetics to market (genetic lag). During the year, we: • were the first in the world to implement single step genomic evaluation, delivering the highest rates of genetic improvement in our history, for example more than doubling the rate of improvement in sow prolificacy in the year; and • implemented our genetic dissemination plan, reducing the genetic lag by 0.6 years to 3.9 years, with Russia, China, Spain, Chile and Germany achieving the largest reductions. we aimed to: • reinforce our leading position in key markets across the Americas, especially the US; and expand our presence in Brazil, Russia, Germany, Spain and China. During the year, we: • sustained our US market position and grew share in Brazil, China, Russia, Germany and Spain; and • leveraged our new organisational structure and global functions to implement best practices in key markets. we aimed to: we aimed to: • improve our understanding of customer needs and • use our technical service group to realise our genetics’ tailor our offering to them; establish a global technical full potential; and continue to attract and retain the service team; and expand our royalty model outside industry’s best talent. North America. During the year, we: • established a global technical service team, which is delivering the best product and service to key customers and markets; • expanded our royalty model in key markets in Latin America, Europe and Asia, with 74% of our volumes now under royalty contracts, compared with 69% last year; and • restructured our European business, to better align it with global best practice. During the year, we: • improved pigs per sow per year by over 3%, compared with more than 600,000 sows that we have measured historically; and • bolstered our team with 18 new hires, with a focus on Europe, technical services and product development. 2014 Priorities 2014 Priorities we will: • further reduce genetic lag by tightly integrating our dissemination plan with our global supply chain; • aggressively implement imputation and develop tools to maximise the robustness of our diverse global evaluations; and • develop new terminal sire products, which will continue to lead the industry to higher levels of robust and efficient growth. we will: • further develop key account plans for our strategic global customers, allowing us to tailor delivery of products and services maximising customer by customer success; and • support the expansion of genetic production and gilt supply that will allow us to provide high merit animals in targeted growth markets, such as the US, Russia and China. 2014 Priorities we will: 2014 Priorities we will: • capitalise on growth opportunities for terminal sires by • leverage our product validation process and developing consistent product offerings, aligning supply infrastructure across Europe and Asia, enabling us to chain capacity and applying value-based business demonstrate the increasing value of our genetic models; • continue to expand the royalty model; and • develop targeted combinations of products and services that allow us to further grow our business and expand our value proposition with the largest production companies around the globe. products in key growth markets; • expand our ability to effectively work with key accounts and identify and deliver on opportunities to increase customer success; and • build on our talent management process, to strengthen the team further and develop staff. 22 | Genus plc Annual Report 2013 Family Farms averaged the equivalent of 31 pigs weaned per sow per year, 3.5 higher than 2010. The farm is on track to market more than 8,000lbs of pork per sow, up 10% on three years ago. “Over 21 years ago I chose to start using PIC genetics on our farm,” said Pat Hord. “This team gives us the opportunity to be the best in the world.” Case studies adding value for hord Family Farms Ohio-based Hord Family Farms has around 17,500 PIC females, allowing it to market more than 500,000 pigs each year. Our genetics help it achieve outstanding performance. In the first five months of 2013, Hord supporting Our european Growth Since 2000, Frank Tiggemann has produced breeding stock animals for us in Podelzig, eastern Germany. His farm has grown to hold 1,850 pure line PIC sows and become known for excellence in implementing our breeding programme. Podelzig is now one of Europe’s key production nucleus multiplier units, allowing us to serve customers in the main European markets. Steady production improvements mean Frank is now achieving an impressive 29.2 weaned pigs per sow per year. As he states, “We made absolutely the right decision to partner with PIC. We have achieved our goals and are convinced we will continue to do so.” r e v i e w s t r a t e G i c c O r P O r a t e F i N a N c i a L G O v e r N a N c e s t a t e M e N t s Increasing Genetic Control and Product Differentiation Targeting Key Markets and Segments Tailoring the Business Model Strengthening Core Competencies Progress against 2013 Objectives Progress against 2013 Objectives Progress against 2013 Objectives Progress against 2013 Objectives we aimed to: we aimed to: • invest in proprietary technologies to accelerate genetic • reinforce our leading position in key markets across the progress; use imputation in genomics to differentiate our products; and reduce the time to get our genetics Americas, especially the US; and expand our presence in Brazil, Russia, Germany, Spain and China. to market (genetic lag). During the year, we: • were the first in the world to implement single step genomic evaluation, delivering the highest rates of • sustained our US market position and grew share in Brazil, China, Russia, Germany and Spain; and • leveraged our new organisational structure and global genetic improvement in our history, for example more functions to implement best practices in key markets. During the year, we: than doubling the rate of improvement in sow prolificacy in the year; and • implemented our genetic dissemination plan, reducing the genetic lag by 0.6 years to 3.9 years, with Russia, China, Spain, Chile and Germany achieving the largest reductions. 2014 Priorities we will: 2014 Priorities we will: • further reduce genetic lag by tightly integrating our • further develop key account plans for our strategic dissemination plan with our global supply chain; global customers, allowing us to tailor delivery of • aggressively implement imputation and develop tools products and services maximising customer by to maximise the robustness of our diverse global customer success; and • develop new terminal sire products, which will continue supply that will allow us to provide high merit animals to lead the industry to higher levels of robust and in targeted growth markets, such as the US, Russia • support the expansion of genetic production and gilt evaluations; and efficient growth. and China. we aimed to: • improve our understanding of customer needs and tailor our offering to them; establish a global technical service team; and expand our royalty model outside North America. During the year, we: • established a global technical service team, which is delivering the best product and service to key customers and markets; • expanded our royalty model in key markets in Latin America, Europe and Asia, with 74% of our volumes now under royalty contracts, compared with 69% last year; and • restructured our European business, to better align it with global best practice. we aimed to: • use our technical service group to realise our genetics’ full potential; and continue to attract and retain the industry’s best talent. During the year, we: • improved pigs per sow per year by over 3%, compared with more than 600,000 sows that we have measured historically; and • bolstered our team with 18 new hires, with a focus on Europe, technical services and product development. 2014 Priorities 2014 Priorities we will: • capitalise on growth opportunities for terminal sires by we will: • leverage our product validation process and developing consistent product offerings, aligning supply chain capacity and applying value-based business models; infrastructure across Europe and Asia, enabling us to demonstrate the increasing value of our genetic products in key growth markets; • continue to expand the royalty model; and • develop targeted combinations of products and services that allow us to further grow our business and expand our value proposition with the largest production companies around the globe. • expand our ability to effectively work with key accounts and identify and deliver on opportunities to increase customer success; and • build on our talent management process, to strengthen the team further and develop staff. Genus plc Annual Report 2013 | 23 strateGic PrOGress GeNus aBs STRENGTHENING OUR CORE CAPABILITIES Genus ABS leads the world in dairy and beef semen genetics. We have a strong development programme and unrivalled global coverage. By acting locally, we make the most of our strengths in people and technology, delivering the highest standards of innovation and service. We are seeing continuous customer consolidation in most of our markets, which offers exciting opportunities for growth as our customers continue to professionalise and become better positioned to recognise the benefit and value of improved genetics in their herds. Despite adverse weather and market conditions, particularly in Latin America, we have strengthened our core capabilities in technical services, marketing and supply chain to take advantage of these opportunities. During the year, profit in Genus ABS declined by 3% in constant currency, on 1% lower volumes. saskia Korink romani Acting Chief Operating Officer, Genus ABS Increasing Genetic Control and Product Differentiation Targeting Key Markets and Segments Tailoring the Business Model Strengthening Core Competencies Progress against 2013 Objectives Progress against 2013 Objectives Progress against 2013 Objectives Progress against 2013 Objectives we aimed to: • deliver the industry’s best genetics; sustain our product leadership; and continue to meet demand for the industry’s highest-ranked bulls. we aimed to: • expand in developing markets; sustain our successes in competitive countries; and accommodate the differing needs of traditional farmers and large dairy systems. we aimed to: • tailor our product offering to customer segments; establish a global technical service team; establish a global marketing team; and support the co-ordination During the year, we: • launched a proprietary Real World Data™ (‘RWD’) index, focused on sire fertility; • initiated an elite female programme, to increase genetic control and improve selection tailored to the future needs of our customers; and • sustained product leadership for proven bulls and constructed a new globally qualified facilities barn, to support global demand for genomic young sires. During the year, we: • conducted extensive market research in 11 key markets, to deepen our understanding of our customers’ buying behaviours and identify target customer segments; • leveraged our Jersey line-up and expertise to increase trading by 25% in the competitive North American market; and • despite adverse conditions, we gained market share in our key Latin American markets. 2014 Priorities 2014 Priorities we will: • expand the RWD platform by developing additional indexes tailored to our target customers’ economic needs and breeding objectives; • further strengthen both the male and female genetic platforms; and • strengthen our proven bull portfolio and enhance our genomic bull offering, tailored to the needs of our customers. we will: • pilot a new business model with selected target customer segments in two key countries, and prepare for further deployment; • position ourselves better with dairy processors in North America, through increased understanding of their needs regarding the quality and composition of milk; and • implement our global customer segmentation in the remaining target markets. 24 | Genus plc Annual Report 2013 we aimed to: • develop skills in key account management, technical service, product development and the supply chain. During the year, we: • developed core competencies globally in technical services, supply chain and marketing, by appointing of the supply chain. During the year, we: • designed business models to be implemented in our talent to key leadership positions and putting resources key markets, by leveraging local knowledge in our subsidiaries around the world and applying best in place; practices globally; • utilised our Mexican operating model and experience • improved the flexibility and speed of product distribution, by integrating product forecasting with production and inventory management; and to establish technical services across ABS globally; and • established a global Technical Services training • leveraged our UK Beef on Dairy (In-Focus) model in North America, to create premium dairy beef while helping dairy producers maximise their profit. facility, by partnering with a dairy farm with more than 12,000 cows. 2014 Priorities we will: needs of each segment; • develop a differentiated approach for our target • develop a globally aligned approach to key account customer segments, enabling us to meet the specific management and implement the capability in our • implement best practices in customer interfacing teams, • continue to develop and implement systems to improve to increase efficiency and effectiveness and to better supply-chain effectiveness and better integrate product align with respective customer needs; and development into the ABS organisation; and • focus on value creation as one of the future drivers of • continue to roll out technical services and tools across our business growth. the BRIC countries. 2014 Priorities we will: key markets; Case studies helping cOMPaL to achieve its Business Objectives Our beef genetics have helped COMPAL S.A. of Argentina to achieve significant improvements in its beef production. COMPAL has increased its average weaning weight by 20kg per head since 2008, improved calving ease on young heifers without compromising feedlot performance, and reached daily liveweight gains of more than 400 grams per head, compared with calves from other genetic sources. A higher carcass yield and superior beef quality have also allowed COMPAL to succeed in the highly competitive elite restaurant market. As COMPAL’s Pedro Gatti says, “By using ABS genetics, we have reached our production and distribution objectives.” enhancing Farm Profitability for  azienda saPar When parmesan cheese producer Azienda SAPAR needed to increase its farm profitability, our value- added services were key to it choosing our Reproductive Management Service. We immediately helped improve on-farm processes, which halved cow containment times, increased daily milk production by two litres per cow per day and generated an extra £175,000 of annual revenue. Over several months, Azienda SAPAR’s pregnancy rate rose from 13% to 16%, which will offer further production improvements. As herd manager Franco Pittalis commented, “Genus ABS’s commitment to tailor a solution to the specific goals of my farm separates them from the other options.” r e v i e w s t r a t e G i c c O r P O r a t e F i N a N c i a L G O v e r N a N c e s t a t e M e N t s Increasing Genetic Control and Product Differentiation Targeting Key Markets and Segments Tailoring the Business Model Strengthening Core Competencies Progress against 2013 Objectives Progress against 2013 Objectives Progress against 2013 Objectives Progress against 2013 Objectives we aimed to: we aimed to: • deliver the industry’s best genetics; sustain our product • expand in developing markets; sustain our successes in leadership; and continue to meet demand for the industry’s highest-ranked bulls. competitive countries; and accommodate the differing needs of traditional farmers and large dairy systems. During the year, we: focused on sire fertility; • launched a proprietary Real World Data™ (‘RWD’) index, • conducted extensive market research in 11 key markets, to deepen our understanding of our customers’ buying • initiated an elite female programme, to increase genetic behaviours and identify target customer segments; control and improve selection tailored to the future • leveraged our Jersey line-up and expertise to increase needs of our customers; and trading by 25% in the competitive North American • sustained product leadership for proven bulls and market; and constructed a new globally qualified facilities barn, to support global demand for genomic young sires. • despite adverse conditions, we gained market share in our key Latin American markets. During the year, we: 2014 Priorities we will: 2014 Priorities we will: • expand the RWD platform by developing additional • pilot a new business model with selected target indexes tailored to our target customers’ economic customer segments in two key countries, and prepare needs and breeding objectives; for further deployment; • further strengthen both the male and female genetic • position ourselves better with dairy processors in • strengthen our proven bull portfolio and enhance our of their needs regarding the quality and composition genomic bull offering, tailored to the needs of our of milk; and North America, through increased understanding platforms; and customers. remaining target markets. we aimed to: • tailor our product offering to customer segments; establish a global technical service team; establish a global marketing team; and support the co-ordination of the supply chain. During the year, we: • designed business models to be implemented in our key markets, by leveraging local knowledge in our subsidiaries around the world and applying best practices globally; • utilised our Mexican operating model and experience to establish technical services across ABS globally; and • leveraged our UK Beef on Dairy (In-Focus) model in North America, to create premium dairy beef while helping dairy producers maximise their profit. we aimed to: • develop skills in key account management, technical service, product development and the supply chain. During the year, we: • developed core competencies globally in technical services, supply chain and marketing, by appointing talent to key leadership positions and putting resources in place; • improved the flexibility and speed of product distribution, by integrating product forecasting with production and inventory management; and • established a global Technical Services training facility, by partnering with a dairy farm with more than 12,000 cows. 2014 Priorities 2014 Priorities we will: • develop a differentiated approach for our target customer segments, enabling us to meet the specific needs of each segment; we will: • develop a globally aligned approach to key account management and implement the capability in our key markets; • implement best practices in customer interfacing teams, to increase efficiency and effectiveness and to better align with respective customer needs; and • continue to develop and implement systems to improve supply-chain effectiveness and better integrate product development into the ABS organisation; and • focus on value creation as one of the future drivers of • continue to roll out technical services and tools across • implement our global customer segmentation in the our business growth. the BRIC countries. Genus plc Annual Report 2013 | 25 strateGic PrOGress GeNus asia SEIzING THE OPPORTUNITY Asia covers 30% of the world’s land mass and is home to 4.2 billion people, or 60% of the global population. That population is growing, as are incomes and appetites, creating unrivalled opportunities for Genus. China alone accounts for almost 50% of the world’s pigs, while India has 15% of the global dairy cow population. Russia, which spans Europe and Asia, is still one of the largest animal-protein importers globally. Food availability, food safety and food quality are critical to each of these countries, with self-sufficiency in animal protein being an important part of their national plans. Genus Asia is becoming an increasingly significant feature in those plans, building our business in pork, dairy and beef. In 2013, Genus Asia grew profits by 14%, despite challenging market conditions and while investing heavily in both people and supply chain initiatives, to increase our ability to seize this long-term opportunity. Jerry thompson Chief Operating Officer, Genus Asia Increasing Genetic Control and Product Differentiation Targeting Key Markets and Segments Tailoring the Business Model Strengthening Core Competencies Progress against 2013 Objectives Progress against 2013 Objectives Progress against 2013 Objectives Progress against 2013 Objectives we aimed to: • develop a differentiated product pipeline for key countries and ensure the latest genetics are available to our customers through rapid dissemination. During the year, we: • produced the first of a series of bulls from imported embryos in India, made history by becoming the first company to have bulls genomically tested, and implanted a further pipeline of embryos for bull production in India, as well as in Australia for export to China; we aimed to: • increase our focus on our key Asian markets of China, Russia and India. During the year, we: • continued to grow in each of these key markets, achieving record sales volumes and revenues, and growing our business with the leading integrated producers in Russia and China; • developed two strategic joint ventures and increased supply capacity in China; and we aimed to: • pursue joint ventures in China; expand our dairy distribution by targeting large accounts; develop production and distribution in India; and roll out specialist technical services. During the year, we: we aimed to: • leverage the knowledge of Genus’s global teams; and ensure we have the right resources to support our growth plans in Russia, India and China. During the year, we: • filled key leadership roles across the region and • announced a new porcine joint venture with Shennong strengthened the teams in key markets, including and made strong operational progress in our joint venture with Besun; employing expatriates to head the health and technical services teams in China and to work together to train a • continued to successfully implement our dairy strong local team; • achieved growth in the Philippines of over 100%, by strategies, selling record semen volumes across Russia, • developed strong links with the Genus PIC and Genus • populated a new nucleus farm in China by importing remodelling the business around a key account strategy. India and China; and ABS global technical teams, enabling us to provide pigs, which will produce tailored dam and sire lines and update the genetics at our other breeding farms; and • flew pigs into Russia, the Philippines, Japan and Korea, to provide genetic updates and populate customer farms, as well as populating the new PIC breeding herds of our partner in Vietnam, GREENFEED. 2014 Priorities 2014 Priorities we will: • expand our portfolio of tailored bulls in India and import bulls into Russia and China to strengthen our line up of locally produced semen; • make porcine genetic updates in Russia, China and other key Asian markets through live boar imports; and we will: • leverage our strong positions in Russia, India and China. To do this, we have clearly segmented the markets and our team is focused on developing our business with key accounts across the region, with a continuously improving range of products and services. • consider options for dedicated sire line nucleus units in Russia, China and the Philippines, to increase the availability of differentiated boar products. 26 | Genus plc Annual Report 2013 • continued to develop our technical service offering and outstanding technical services through local and capability for key accounts. • implemented performance management consistently international experts; and across all operating units. 2014 Priorities we will: 2014 Priorities we will: • continue to pursue further joint ventures in China and • build on the sound platform established in our key expand our semen production capacity in India, to meet markets. This will include strengthening our teams, with a focus on training and developing the necessary key • implement our new strategy in the Philippines, following account and technical service skills. increased demand; the reorganisation; and • continue to simplify our operations and focus on growth, through our key account strategy. Case studies unique Partnership to help Feed a Growing Population Our partnership with Bank of the Philippine Islands (‘BPI’) reflects our leadership in pig genetics and BPI’s position as a major national bank. Together, we provide agricultural entrepreneurs with the funding, animals and technical support they need to upgrade, expand or build a new world-class pig farm. Genus supplies genetically improved breeding stock, specifies suppliers, buildings and equipment, helps to design the farm and provides the borrower with training and advice, to maximise the herd’s performance. The partnership is proceeding well and by the end of June 2013, we had held three regional launches, attended by farmers and investors nationwide. a strong start for Our Joint venture In July 2012, we announced a joint venture with Shaanxi Yangling BeSun Agricultural Group Co. to operate a nucleus farm in China. The venture has made rapid progress. Having recruited and trained a team of 32 people, the first batch of breeding animals arrived in August 2012, with the first piglets in February 2013. By the end of June 2013, we had sold nearly 1,200 breeding gilts and more than 4,300 weaned piglets, and the sow inventory was at its capacity of 4,250. Performance has been excellent, with pigs weaned per sow per year of 25.9, well above the industry average of 18. r e v i e w s t r a t e G i c c O r P O r a t e F i N a N c i a L G O v e r N a N c e s t a t e M e N t s Increasing Genetic Control and Product Differentiation Targeting Key Markets and Segments Tailoring the Business Model Strengthening Core Competencies Progress against 2013 Objectives Progress against 2013 Objectives Progress against 2013 Objectives Progress against 2013 Objectives we aimed to: we aimed to: • develop a differentiated product pipeline for key • increase our focus on our key Asian markets of China, countries and ensure the latest genetics are available Russia and India. to our customers through rapid dissemination. During the year, we: During the year, we: • produced the first of a series of bulls from imported embryos in India, made history by becoming the first company to have bulls genomically tested, and implanted a further pipeline of embryos for bull • continued to grow in each of these key markets, achieving record sales volumes and revenues, and growing our business with the leading integrated producers in Russia and China; • developed two strategic joint ventures and increased production in India, as well as in Australia for export supply capacity in China; and to China; • achieved growth in the Philippines of over 100%, by • populated a new nucleus farm in China by importing remodelling the business around a key account strategy. pigs, which will produce tailored dam and sire lines and update the genetics at our other breeding farms; and • flew pigs into Russia, the Philippines, Japan and Korea, to provide genetic updates and populate customer farms, as well as populating the new PIC breeding herds of our partner in Vietnam, GREENFEED. we aimed to: • pursue joint ventures in China; expand our dairy distribution by targeting large accounts; develop production and distribution in India; and roll out specialist technical services. During the year, we: • announced a new porcine joint venture with Shennong and made strong operational progress in our joint venture with Besun; • continued to successfully implement our dairy strategies, selling record semen volumes across Russia, India and China; and • continued to develop our technical service offering and capability for key accounts. we aimed to: • leverage the knowledge of Genus’s global teams; and ensure we have the right resources to support our growth plans in Russia, India and China. During the year, we: • filled key leadership roles across the region and strengthened the teams in key markets, including employing expatriates to head the health and technical services teams in China and to work together to train a strong local team; • developed strong links with the Genus PIC and Genus ABS global technical teams, enabling us to provide outstanding technical services through local and international experts; and • implemented performance management consistently across all operating units. 2014 Priorities we will: 2014 Priorities we will: • expand our portfolio of tailored bulls in India and import • leverage our strong positions in Russia, India and China. bulls into Russia and China to strengthen our line up of To do this, we have clearly segmented the markets and locally produced semen; • make porcine genetic updates in Russia, China and our team is focused on developing our business with key accounts across the region, with a continuously other key Asian markets through live boar imports; and improving range of products and services. • consider options for dedicated sire line nucleus units in Russia, China and the Philippines, to increase the availability of differentiated boar products. 2014 Priorities 2014 Priorities we will: • continue to pursue further joint ventures in China and we will: • build on the sound platform established in our key expand our semen production capacity in India, to meet increased demand; • implement our new strategy in the Philippines, following markets. This will include strengthening our teams, with a focus on training and developing the necessary key account and technical service skills. the reorganisation; and • continue to simplify our operations and focus on growth, through our key account strategy. Genus plc Annual Report 2013 | 27 strateGic PrOGress GeNus r&D MEETING CUSTOMERS’ NEEDS, TODAY AND TOMORROW Genus is passionate about exceeding customers’ expectations. We incorporate cutting-edge technology into our R&D, so our porcine, dairy and beef customers always have the industry’s best products and services. R&D is a team effort. We work closely with our customers, as well as marketing, sales and technical services, to advance our R&D programme. To maintain our competitive edge and leadership position, we anticipate our customers’ needs over the next five to ten years, while making sure that we are aligned with Genus’s long-term business strategies. Our focused research programme is centred on three core platforms: Dr Denny Funk Chief Scientific Officer, Genus R&D Disease Resilience Gender Skewing Genomic Selection Genus and The Roslin Institute, University of Edinburgh, have embarked on a multi-year collaborative research agreement, focusing on genetic improvement in resilience to disease. Genus is actively pursuing sexed semen R&D to deliver an improved and more efficient bovine product offering, as well as enabling a practical method for producing sexed porcine semen. We are working on research projects to deliver animals that are more robust or less affected by diseases such as porcine reproductive and respiratory syndrome (‘PRRS’), porcine influenza and African swine fever. Sexed semen has great potential value in countries like India, where demand for milk is growing at 4% per year. Our aim is to double the number of heifers available for replacement or herd expansion, while minimising the number of male calf births. Genomic selection uses genetic markers, called single-nucleotide polymorphisms, to increase the frequency with which we identify elite individuals to use in breeding programmes. We genotype tens of thousands of animals each year, combining genetic markers with traditional performance and pedigree information in state-of- the-art genetic evaluation programmes, called single-step genomic evaluations. These sophisticated computer programs accurately rank individual animals’ genetic merit for traits of high economic value to our customers, such as prolificacy and robustness. 28 | Genus plc Annual Report 2013 Case studies the Power of single-step Genomic evaluations Genomics helps us to estimate an animal’s genetic merit more accurately, so we can drive improvement. We consider more than 35,000 genetic markers, creating billions of data points across tens of thousands of animals. Combining all the data is complex but it has increased the accuracy of estimates for traits such as pig litter size by 68%. Dr Selma Forni is one of the scientists leading our single-step genomic evaluations. “I was challenged to transform complex genome data into a simple tool, to deliver value to our customers. It is a great example of Genus transforming scientific knowledge into real-world solutions.” Top 10% 2–3% points above average fertility 20% 40% Average fertility 20% Bottom 10% 2–3% points below average fertility using Data to increase customers’ Profitability Genus ABS launched the first Genus Real World Data™ (‘RWD’) Bull Fertility rankings in December 2012, utilising our proprietary database of more than 12 million insemination records. RWD provides rankings for both Holstein and Jersey bulls, the two primary dairy breeds that we market. We are continuing to build a global database of management and performance RWD from our customers around the world, which we will use in developing customised and proprietary management tools, to help increase our customers’ profitability. We are also developing further proprietary indices, which will be unique to Genus. r e v i e w s t r a t e G i c c O r P O r a t e F i N a N c i a L G O v e r N a N c e s t a t e M e N t s the Genus Product advantage Our research is all about turning science into differentiated and value- added products for our customers. We frequently benchmark ourselves against our competitors, to ensure we are delivering the product advantages our customers expect from us. For example, when we compare the economic advantages from weaning through carcass value, PIC’s genetics consistently outperform our competitors, generating more profit for our customers. Dairy customers also look to ABS for the best and most reliable genetics in the industry. ABS has more high-ranking daughter proven bulls than any of our competitors. Margin Above Feed and Housing Costs US$ Top 100 Net Merit Rankings (Daughter Proven) Number of bulls 5 2 . 1 2 5 8 9 1 . 0 0 9 1 . 2 2 8 1 . 9 9 7 1 . 5 8 6 1 . 8 8 5 1 . 2 5 2 1 . 25 20 15 10 5 0 8 2 30 25 20 15 10 5 0 0 2 7 1 5 1 3 1 PIC A PIC B PIC C PIC D C o m p etitor 1 C o m p etitor 2 C o m p etitor 3 C o m p etitor 4 A B S C o m p etitor 1 C o m p etitor 2 C o m p etitor 3 C o m p etitor 4 Genus plc Annual Report 2013 | 29 Key PerFOrMaNce iNDicatOrs We have a clear strategy to be the world leader in creating genetic improvements, by applying biotechnology in the dairy, beef and pork food sectors. We focus on demonstrating genetic advances and delivering revenue growth in those species, to drive operating profitability and generate cash. We monitor and measure our strategic progress by reference to two types of indicators: • Performance Measures • Financial Strength Measures Performance Measures Porcine Volume Growth why we Measure To track the business’s underlying performance, by reference to a common unit of measurement used around the world. Definition The change in volume of both direct and royalty animals on which we receive revenue, measured in market pig equivalents (‘MPEs’), a unit which standardises the slaughter animals that contain our genetics. Performance FY13 has seen growth of 6%, with particularly strong increases in China and Latin America. In North America, growth was modest due to customers deferring their genetic updates and expansion plans through the year, in difficult market conditions. Dairy and Beef Volume Growth 2013 Performance: +6% % 7 6 6 8 7 6 5 4 3 2 1 0 3 10 11 12 13 2013 Performance: +5% % why we Measure To track our underlying performance, by reference to a common unit of measurement used around the world. Definition The change in volume of dairy, beef and sorted units of semen, delivered to customers in the year. Performance Volumes grew 5% to 16.5m doses, driven by strong growth in Asia, especially India, where volumes grew by 81%. The growth includes semen produced locally from facilities which were established previously in India and China. Semen volumes supplied from global studs increased by 1%. 12 10 8 6 4 2 0 1 1 8 7 5 10 11 12 13 Porcine Genetic Improvement Index why we Measure To monitor and measure the genetic gain Genus achieves in the porcine genetic merit of animals developed. The assessment is derived from statistical genetic evaluation of economically important traits, to predict the increased profitability potential for customers of an animal if utilised as a parent of the next generation. Definition The genetic value improvement index measures the Estimated Breeding Value (‘EBV’) and marginal economic value improvement in customers’ profitability, per commercial pig per year on a rolling three-year average basis. Performance During the year, the genetic improvement index increased from 2.10 to 2.25, a growth of 7%. This is a direct result of progress in single step genomic evaluation over larger herd populations. 2013 Performance: 2.3 Index 2.5 . 3 2 1 . 2 2.0 1.5 7 . 1 6 . 1 1.0 0.5 0.0 10 11 12 13 Net Merit Rankings (Daughter-Proven Bulls) 2013 Performance: 28 Number why we Measure To monitor our ability to pioneer animal genetic traits that are sought after in the market, developing bulls that are highly ranked by virtue of their genetic performance and economic merit. Our target is to improve the number of bulls in the top quartile of accredited rankings of proven animals. Definition The number of Genus bulls listed in the top 100 Net Merit $ rankings for progeny tested sires. Performance During the year, the number of bulls in the top 100 Net Merit Index remained constant at 28, demonstrating the strength of the product line and continuing to place Genus ahead of its competitors (the next closest having 20). Currently, more than 80% of Genus’s sales come from proven bulls. 40 30 20 10 0 0 3 9 2 8 2 8 2 10 11 12 13 30 | Genus plc Annual Report 2013 Adjusted Operating Profit Including Joint Ventures 2013 Performance: £49.1m why we Measure To track the underlying profit generation of the business, attributable to the shareholders. Definition Operating profit including share of joint ventures adjusted to exclude IAS 41 valuation movement on biological assets, amortisation of acquired intangible assets, share-based payments and exceptional items. Performance The Group’s adjusted operating profit increased by 1% on last year, with double digit growth in Asia and a solid performance in Genus PIC. Genus ABS had a challenging year, down 5% in profit on a 1% volume decline. £m 50 40 30 20 10 0 . 6 8 4 1 . 9 4 . 3 5 4 . 2 2 4 10 11 12 13 Operating Profit per Market Pig Equivalent (‘MPE’) 2013 Performance: £0.41 £ why we Measure To monitor the net, fully allocated profitability of the business by species unit. Definition Net porcine operating profit expressed per MPE. Performance Profit per MPE has reduced slightly after the increases achieved during FY12 due to the strong volume growth in China. The benefits of continued product development investments in the additional value programmes (CBVMax) and business model improvements in Europe and Latin America offset the higher running costs of the genetic nucleus herds. 0.5 0.4 0.3 0.2 0.1 0.0 2 4 0 . 1 4 0 . 6 3 0 . 6 3 0 . 10 11 12 13 r e v i e w s t r a t e G i c c O r P O r a t e F i N a N c i a L G O v e r N a N c e s t a t e M e N t s Operating Profit per Dose of Semen Performance FY13 saw a decrease in average unit profit, as a result of the challenging bovine markets during the year. Selling prices have marginally increased, but low volume growth and investment in core competencies reduced unit profitability. Performance The conversion ratio was affected this year by an increase in working capital associated with stocking the Besun farm and higher seasonality in the profile of trade through the last quarter of 2013. We have continued to invest in research and development activities for both species. Genus is also required to pay deficit repair contributions into its defined benefit pension schemes. cash held), to earnings (excluding JV income) before interest, tax, depreciation and amortisation. 2013 Performance: £1.19 £ 1.5 1.2 0.9 0.6 0.3 0.0 7 2 . 1 5 2 . 1 6 2 . 1 9 1 . 1 10 11 12 13 2013 Performance: 77% % 100 1 0 1 2 9 6 9 7 7 80 60 40 20 0 10 11 12 13 2013 Performance: 0.95 Ratio 2.0 1.5 0 7 . 1 why we Measure To monitor the net, fully allocated profitability of the business by species unit. Definition Net dairy and beef operating profit, expressed per dose of semen delivered. These excluded India, as this market has substantially different characteristics to the rest of our bovine business. Financial strength Measures Cash Conversion why we Measure To monitor the Group’s performance at converting profits into cash, through working capital management. Definition Cash generated from operations before interest and taxes, expressed as a percentage of adjusted operating profit. Net debt: EBITDA why we Measure To ensure we have the appropriate level of financial gearing and that we generate sufficient cash profits to service our debts. Definition The ratio of net debt (being gross debt including finance lease obligations less Performance The ratio has reduced from 1.10 to 0.95, reflecting the business’s focus on cash. Net debt has reduced from £56.4m to £52.9m. 1.0 0.5 0.0 0 4 . 1 0 1 . 1 5 9 0 . 10 11 12 13 Genus plc Annual Report 2013 | 31 FiNaNciaL aND OPeratiNG review stePheN wiLsON SOLID PERFORMANCE WHILE INVESTING IN STRATEGY FiNaNciaL review adjusted Performance In the year ended 30 June 2013, Genus delivered a solid performance which surpassed last year’s strong results, while investing in implementing its new strategy. Revenue was 1% ahead of last year at £345.3m and adjusted profit before tax was up 2% to £47.2m. We continue to use adjusted operating profit and adjusted profit before tax as the prime measures of financial performance and to monitor underlying performance. Adjusted profits exclude the following non- cash or non-recurring items: • net IAS 41 valuation movement in biological assets; • amortisation of acquired intangible assets; • share-based payment expense; and • exceptional items. revenue Revenue rose 1%, from £341.8m to £345.3m. Revenue growth was particularly strong in Asia, with a 15% increase, more than offsetting lower revenues in Genus PIC in Latin America and Europe, which were due to an increased mix of royalty business and the planned exit from the European parent gilt market, as part of our strategy to focus on higher value business. adjusted Profit Before tax Adjusted operating profit, including joint ventures, increased by 1% (2% in constant currency) to £49.1m (2012: £48.6m). Adjusted profit before tax increased by 2% to £47.2m (2012: £46.5m). Profit growth was strongest in Asia as a result of significant porcine volume growth, especially from new stockings in China, leading to a 14% increase in profits to £12.3m. In Genus PIC, profits increased by 4% to £48.2m. This was driven by strong double digit growth in Latin America, as a result of a higher mix of royalty business. In Genus ABS, profits fell 5% to £22.8m, reflecting difficult market conditions, caused by higher feed costs and low milk prices in key markets such as the US and parts of Latin America, and the severe weather conditions which affected the beef season in Brazil. Research and development costs were 12% higher, including increased investment in research activities, particularly in relation to genomic evaluation work. Product development costs in porcine were higher due to increased costs of running the genetic nucleus farms. Central costs were 10% lower than the prior year, which included the Genus strategy review. adjusted Profit Before tax Genus PIC Genus ABS Genus Asia Research and development Central costs Adjusted operating profit Share of JV profits* Adjusted operating profit inc JV Net finance costs Adjusted profit before tax * Excludes net IAS 41 valuation movement in biological assets and taxation. 32 | Genus plc Annual Report 2013 Actual currency 2013 £m 48.2 22.8 12.3 (28.0) (9.4) 45.9 3.2 49.1 (1.9) 47.2 2012 £m 46.5 24.1 10.8 (25.1) (10.5) 45.8 2.8 48.6 (2.1) 46.5 Constant currency Movement % Movement % 4 (5) 14 (12) 10 – 1 2 3 (3) 13 (12) 10 – 2 2 r e v i e w s t r a t e G i c c O r P O r a t e F i N a N c i a L G O v e r N a N c e s t a t e M e N t s Performance by species Genus also monitors its global performance by species, after allocating product development costs specific to each species. Dairy and beef revenues grew 1% against the previous year. Total volumes increased by 5%, with growth strongest in Asia, and particularly India and Russia, where we benefited from increased sales of lower-priced locally produced semen, as well as continuing growth in sales of imported semen. Sales of semen from our global studs, which represent 79% of semen sales by volume, increased by 1%. Profits decreased by 5% on last year (3% in constant currency), primarily due to lower sales in Latin America and increased investment in technical services and supply chain. Porcine revenues grew by 2%, with royalty income up 8% to £62.4m, while volumes were up 6%. Margins were stable as the impact of feed cost increases in the genetic nucleus herds was offset by the benefits of increased royalty mix in Latin America and higher margins in Asia. Throughout the Group, and particularly in China, there has been significant investment in technical service teams to strengthen core competencies. Overall, there was a 2% increase in porcine profits. Performance by species Revenue Dairy and beef Porcine Research and development Adjusted operating profit inc JV Dairy and beef Porcine Central costs and research Actual currency 2012 £m Movement % Constant currency Movement % 165.1 165.5 11.2 341.8 18.7 42.6 (12.7) 48.6 1 2 (14) 1 (5) 2 5 1 2 1 (14) 1 (3) 2 6 2 2013 £m 167.2 168.6 9.5 345.3 17.7 43.5 (12.1) 49.1 exchange rates The Group sells products and services to customers in more than 70 countries, across six continents. Consequently, our results are subject to the effects of translating revenue and profits at different exchange rates. As in previous years, we have shown changes in performance on a constant exchange rate basis, to illustrate underlying business performance. In the year ended 30 June 2013, the Group’s adjusted operating profits were reduced by £0.2m when reflected in actual currencies. This was due to modest net changes in Sterling, relative to the key currencies detailed below. This had little impact on the growth in adjusted operating profits. The key average and year-end exchange rates used to translate the results for the year were: US Dollar/£ Euro/£ Brazilian Real/£ Mexican Peso/£ Average Closing 2013 1.57 1.21 3.22 20.16 2012 1.59 1.19 2.86 20.90 2013 1.52 1.17 3.35 19.76 2012 1.57 1.24 3.17 21.06 Genus plc Annual Report 2013 | 33 FiNaNciaL aND OPeratiNG review FiNaNciaL review cONtiNueD Finance costs Net finance costs reduced by £0.2m to £1.9m (2012: £2.1m). The reduction reflected the combination of lower net borrowings and a reduced average interest rate. Next year, a change in accounting standard (IAS 19 revised) will lead to a significantly higher non-cash pension interest charge, with an offsetting gain in the Statement of Comprehensive Income. As a result, we expect an increase in finance costs of approximately £4m in 2014 and a restatement of prior year results on the same basis. exceptional items There was a £4.2m (2012: £0.9m) net exceptional credit this year. This comprises two elements: 1. a restructuring charge of £2.8m, principally relating to the restructuring of our European porcine business, to implement our strategy of focusing on larger integrated customers and exiting the parent gilt business; and 2. during the year, the multi-employer Milk Pension Fund (‘MPF’) triennial valuation as at 31 March 2012 was completed and a new funding agreement between the employers was agreed. In addition, two participating employers exited the scheme and made cash payments of £31m. These changes gave rise to an exceptional credit of £7m. This credit reflects Genus’s share of deficit repair contributions agreed in the valuation and the effect of the two employers’ exits, compared with the pension provision of £20.1m made in the previous year to recognise the risk that some employers could be unable to meet their share of the deficit. Biological assets A feature of the Group’s net assets is a substantial investment in biological assets, which are required by IAS 41 to be held at fair value. At 30 June 2013, the carrying value of biological assets was £289.0m (2012: £282.2m), as set out in the table below: Non-current assets Current assets Inventory Represented by: Porcine Dairy and beef 2013 £m 2012 £m 224.0 40.5 24.5 289.0 117.5 171.5 289.0 223.0 36.8 22.4 282.2 107.6 174.6 282.2 The movement in the overall carrying value of biological assets excluding the effect of exchange rate translation changes includes a £4.4m increase in the carrying value of porcine biological assets and a £9.3m decrease in dairy and beef biological assets. In porcine, the increase is due principally to higher value animals, particularly boars, in the pure line herds. The decrease related to dairy and beef is mainly due to an expected increase in sales of genomic young sires over time, meaning that less of Genus’s future forecast semen sales are represented by bulls currently in our studs. statutory Profit Before tax Operating profit on a statutory basis was £37.2m, compared with £54.2m last year. The statutory profit before tax was £38.1m (2012: £54.4m). These statutory results reflect the impact of the exceptional items discussed above and the net fair value debit on biological assets under IAS 41 of £4.9m (2012: credit including exceptional item £38.8m), as explained above. The Board believes the volatile non-cash nature of these items is not representative of the Group’s underlying performance. The performance as measured by adjusted operating profit including joint ventures showed growth of 1%, and adjusted profit before tax showed growth of 2%. taxation The effective rate of tax for the year, based on adjusted profit before tax, was 30% (2012: 31%), with the decrease primarily due to higher R&D tax credits and lower UK statutory rates. The effective rate remains higher than the UK corporate tax rate. This is due to the mix of overseas profits, particularly the proportion of profits generated in North America, where the statutory tax rate is approximately 39%. earnings Per share Adjusted basic earnings per share rose by 3% to 55.0 pence (2012: 53.5 pence) reflecting the increase in profit before tax and the lower tax rate. Basic earnings per share on a statutory basis were 44.7 pence (2012: 65.9 pence), and were affected by the exceptional items and IAS 41 fair value movements noted above. 34 | Genus plc Annual Report 2013 r e v i e w s t r a t e G i c c O r P O r a t e F i N a N c i a L G O v e r N a N c e s t a t e M e N t s Adjusted Basic EPS Pence 60 50 40 30 20 10 0 . 5 3 5 . 0 5 5 . 8 4 4 . 7 6 3 2010 2011 2012 2013 “ Adjusted basic earnings per share rose by 3% to 55.0 pence (2012: 53.5 pence) reflecting the increase in profit before tax and the lower tax rate.” Dividend The Board is recommending to shareholders a final dividend of 11.1 pence per ordinary share. Taking into account the interim dividend of 5.0 pence per share paid in April 2013, this will result in a total dividend for the year of 16.1 pence per ordinary share, representing an increase of 10% for the year as a whole. Subject to shareholder approval at Genus’s forthcoming Annual General Meeting, this dividend will be paid on 6 December 2013 to shareholders on the register at the close of business on 22 November 2013. Dividend cover remains strong, with the dividend covered 3.4 times by adjusted earnings (2012: 3.7 times). cash Flow and Net Debt The Group recorded a cash inflow for the year of £8.1m (2012: £14.5m). Cash generated by operations reduced to £34.9m (2012: £43.9m). Working capital at the end of the year included a receivable balance from the stocking of the Besun farm in China, which will form part of our investment in the Besun joint venture in the first half of 2014. In addition there was higher seasonality in working capital, and investment in stocking the Chun Hua porcine nucleus farm. Interest, tax and dividends reduced to £20.0m (2012: £22.0m) primarily as a result of the introduction of an interim dividend in the prior year. Net debt reduced from £56.4m to £52.9m at 30 June 2013. The Group’s financial position remains strong and there is substantial headroom under our borrowing facilities of £137m, which we renegotiated in August 2013 and extended to September 2017 on improved terms. Additionally, Genus’s covenant ratios are strong, Cash generated by operations Interest, tax and dividends Capital investments Other Net cash inflow 2013 £m 34.9 (20.0) (8.6) 1.8 8.1 2012 £m 43.9 (22.0) (9.1) 1.7 14.5 with interest cover, based on net interest excluding interest on pension liabilities, improved to 21.7 times (2012: 17.7 times) and the ratio of net debt to EBITDA, as calculated under our financing facilities, reduced from 1.1 to 0.95. retirement Benefit Obligations The Group’s retirement benefit obligations at 30 June 2013, calculated in accordance with IAS19, were £65.0m (2012: £67.3m) before tax and £49.9m (2012: £51.0m) net of related deferred tax. During the year, contributions payable in respect of the Group’s defined benefit scheme amounted to £2.9m. The triennial actuarial valuations of the MPF and Dalgety Pension Fund as at 31 March 2012 were completed during the year. Under the recovery plans resulting from these valuations, approximately £6m is expected to be paid in 2014. As a result of the completion of the MPF triennial valuation, a new funding agreement has been reached between the participating employers and the scheme’s trustees. Genus’s estimated share of the MPF’s total deficit, calculated in accordance with IAS 19, is £55.7m or approximately 75%. Genus plc Annual Report 2013 | 35 FiNaNciaL aND OPeratiNG review review OF OPeratiONs Genus Pic Revenue Adjusted operating profit exc JV Adjusted operating profit inc JV Adjusted operating margin Actual currency 2012 £m Movement % 137.2 46.5 48.6 34% (3) 4 4 2013 £m 133.5 48.2 50.6 36% “ In Latin America, volumes grew by 10%, with significant progress on conversions to royalty contracts” Constant currency Movement % (3) 3 4 Genus PIC comprises the Group’s porcine business in North America, Latin America and Europe. It also includes the technical services and supply chain functions supporting the porcine business globally. Market Market conditions during 2013 were very challenging in North America, with high feed prices and low slaughter prices pushing the industry into losses. As a result, customers put expansion plans on hold and delayed genetic updates within royalty contracts. In Latin America, conditions were more favourable, with pig prices higher than historical averages. In Europe, the impact of higher feed costs was reduced by rising pig prices, as industry capacity reduced as sow stalls were phased out. Performance Volumes grew by 3%, with particularly strong growth in Latin America. However, revenue fell by 3% to £133.5m due to limited customer expansions, the continuing move to royalty contracts and the exit from low-margin parent gilt sales. Operating profit increased by 4% and operating margin improved by two percentage points to 36% as our business model continued its favourable shift to a royalty basis. In addition, we successfully pursued the CBVPlus and CBVMax programmes to produce boars of high genetic merit, delivering margin improvements while providing a better quality product to customers. North American profits were up 3% on a 2% increase in volumes. Royalty income was 4% higher than the previous year, compensating for lower animal sales, which were suppressed by a lack of expansion activity in a tough market. In Latin America, volumes grew by 10%, with significant progress on conversions to royalty contracts, pushing profits up 21% and substantially improving margins across the region. Our joint venture in Brazil had a successful year and progress continues with converting more customers to the royalty model. As a result, profits increased by 14%. The planned restructure of the European business, to target the larger integrated pork producers and reduce exposure to directly owned operations, continued apace and is expected to yield further profit improvements in 2014. During the year, the owned farm in the Czech Republic was franchised and several other cost-saving initiatives were undertaken. Despite the reduction in volumes from the Czech operation, volumes were up 2% for the region, driven by increases in Germany and Spain. The restructuring activities have reduced revenue but improved profits and margins. 36 | Genus plc Annual Report 2013 r e v i e w s t r a t e G i c c O r P O r a t e F i N a N c i a L G O v e r N a N c e s t a t e M e N t s Genus aBs Revenue Adjusted operating profit Adjusted operating margin Actual currency 2012 £m Movement % 145.4 24.1 17% 1 (5) 2013 £m 146.8 22.8 16% Constant currency Movement % 2 (3) “ Profits in Genus ABS were down 5% on last year as it invested in core competancies.” Genus ABS comprises the Group’s dairy and beef business in North America, Latin America and Europe. It also includes the technical services, marketing, production and supply chain functions supporting the dairy and beef business globally. Market High feed costs and low milk prices in all the key markets created difficult conditions, with many customers trending towards breakeven through the year. While there was a recovery in prices in the second half of the fiscal year, customer confidence was slow to return. Certain markets such as Brazil were substantially affected by unusual weather, which disrupted normal breeding seasons. Performance The dairy and beef business had a difficult year, experiencing a combination of adverse weather conditions, particularly in Latin America, and lower milk prices, affecting the demand for dairy semen. Overall, volumes for Genus ABS were down 1%, principally driven by Brazil, but partially offset by improvement in Europe. Effective sales management enabled a small improvement in average selling prices across the Group, with average sales prices up 2% overall, leading to an increase in revenue of 1%. In North America, profits were up 5% on volumes and blends which were essentially flat on last year, due to a strong focus on increasing efficiencies and cost management. In Europe, 4% growth in volumes was achieved with modest blend increases driven by France and Italy. Profits were 2% up on last year. Across Latin America, extreme weather conditions affected customers and volumes were down 6% in the region. This decline was driven by Brazil, where the beef breeding season was affected and total volumes were down 10%. In spite of this, average sales prices increased on last year and market share remained stable. Profits declined 13% (down 6% in constant currency). Reflecting the above, and whilst there was a continued focus on cost management, profits in Genus ABS were down 5% on last year (3% in constant currency) as it invested in technical services and marketing, and revamped its global supply chain function. Genus plc Annual Report 2013 | 37 FiNaNciaL aND OPeratiNG review review OF OPeratiONs cONtiNueD Genus asia Revenue Adjusted operating profit exc JV Adjusted operating profit inc JV Adjusted operating margin Actual currency 2013 £m 55.5 12.3 13.1 22% Movement % 15 14 14 2012 £m 48.2 10.8 11.5 22% Constant currency Movement % 14 13 13 “ Asia achieved strong growth across the region” Genus Asia includes the porcine and bovine businesses across the region. In addition to the businesses in China, the Philippines and India, the region also includes the Group’s operations in Russia and Australia. Market In China, pork prices were low through the year after the record highs enjoyed last year and it is estimated that a majority of farms were loss making in the spring. The government’s inventory purchase scheme in April and May firmed prices and stabilised the market. Elsewhere, the Russian pig industry experienced a difficult year as import barriers were removed. Slaughter prices dropped by 30% before rallying in May and June, and high feed prices reduced producer profitability. In the Philippines, live pig prices increased by 13% as a result of supply shortfalls, keeping farmers profitable. Australian milk prices were low through the year, with many producers struggling. As a consequence, there has been less spend on breeding programmes. Milk prices in China, India and Russia were stable. Performance The division achieved strong growth across the region in the porcine and dairy and beef businesses. Revenues increased by 15% and operating profits (including joint ventures) by 14% to £13.1m. This was in spite of substantial investment in key skills and infrastructure, to support future growth. We have strengthened the management and supporting functions in the areas of business development, supply chain and technical services. Volumes grew by 24% in porcine and by 29% in dairy and beef. The porcine volume growth reflects particularly strong growth in upfront animal sales in China, including the animals transferred to Besun as part of the initial stocking of this 4,250-sow nucleus farm, and in the Philippines, where volumes grew by 54%, as we pursued the policy of converting more customers to the royalty model. In China, operating profits were up 38% on last year, after bearing the initial start-up costs on the new Chun Hua genetic nucleus farm, which has been established to bring Genus’s latest genetics into the Chinese market. Milk prices were stable in China, India and Russia, and steadily increased in most of our other key dairy markets in Asia, with the exception of Australia. This, combined with growing demand, resulted in the volume of semen sold by our dairy and beef business increasing by 29%. Semen produced locally from studs in China, India and Russia was the key driver of this growth, supplemented by higher volumes of imported semen from Genus’s global studs. Our Australian business struggled against the backdrop of low milk prices and volumes were down 9%. Considerable strategic progress was made in the region during the year and Genus continues to pursue joint venture opportunities in China, to maximise the opportunities presented by this expanding market. 38 | Genus plc Annual Report 2013 r e v i e w s t r a t e G i c c O r P O r a t e F i N a N c i a L G O v e r N a N c e s t a t e M e N t s Genus research and Development Research Porcine product development Bovine product development Actual currency 2013 £m 2.7 14.7 10.6 28.0 2012 £m 2.2 12.1 10.8 25.1 Constant currency Movement % Movement % 23 21 (2) 12 23 21 1 12 “ Investment in research and product development for the year increased by 12% to £28.0m.” competitiveness of the core bull programme. ABS bulls continued to perform well in the national rankings of the countries where we progeny- test. In the US, ABS achieved 28 bulls (2012: 28) in the internationally important top 100 Net Merit rankings in the most recent sire summary. The UK had similar results, while Italy contributed with some key bulls that drove additional volume and improved prices. In China, Genus leads the rankings of imported bulls based on overall genetic merit. Genus also introduced more genomic young sires into its portfolio, initiated an elite female programme to gain greater genetic control and invested in additional facilities to support these programmes. Investment in research and product development for the year increased by 12% to £28.0m. This reflected higher research expenditure, as well as further investment in product development to ensure our products meet customer needs and keep us ahead of our competitors. Genus’s research activities during the year were focused on the following key programmes: genomic evaluation and selection, gender skew and disease resistance. We continue to make progress in all these areas. Porcine Product Development Porcine product development costs rose principally as a result of higher feed costs, net of decreased slaughter revenue, as part of the running of the two nucleus farms in North America, and increased investment in additional product validation trials, focused on demonstrating our product differentiation. Leveraging our extensive proprietary database of over 14 million performance records, we have achieved progress in single- step genomic evaluation in our breeding programme, which is improving selection accuracy and speeding up the rate of genetic progress. In addition, we have completed the development of imputation programmes that will allow us to use this information to genotype an even larger number of animals going forward, at a much lower cost per animal. Bovine Product Development In dairy product development, we successfully launched proprietary customer-tailored indexes (Real World Data™) for our enterprise and large commercial customers in the US, and have since expanded to incorporate data from Mexico, Chile, Argentina, Brazil and UK. This will provide a platform to tailor differentiated customer-centric products. Throughout the year, we were committed to increasing the Genus plc Annual Report 2013 | 39 PriNciPaL risKs aND uNcertaiNties Our risk management system identifies and prioritises risks and threats to the achievement of our strategic objectives. We respond to these risks through well-defined mitigation activities, which we regularly assess. Progress against 2013 Objectives Last year, we committed to continuing to improve our risk management system. In particular, we planned to: • implement Group-wide reviews of selected risks identified on the corporate risk register; and • arrange for senior operational and financial management to present to the Audit Committee or Board on the risk areas they own. risk Management Framework In 2013, we delivered on these commitments by: • improving the process of identifying and evaluating risks, by implementing both top-down and bottom-up methods; • embedding risk management into our major projects and change initiatives, to ensure we respond to changes in our operating environment; • simplifying our internal risk- reporting process and further aligning it to our decision-making process; and • providing regular updates to the Audit Committee and Board by risk owners. the Board Our Priorities in 2014 In 2014, we will continue to review, refine and enhance our risk management system. In particular, we plan to: • further embed risk management into our day-to-day decision- making process; and • test many of our risk mitigation activities as we deliver our risk- based FY14 internal audit plan, to provide assurance that these are operating effectively. • Has overall responsibility • Sets strategic objectives for the Group’s risk management and internal control systems • Monitors the nature and extent of risk exposure against risk appetite for our principal risks • Provides direction on the importance of risk management and risk management culture Genus executive Leadership team audit committee • Identifies, addresses and mitigates risks Group-wide • Monitors our risk management process and internal controls • Supports the Board in monitoring risk exposure against risk appetite • Reviews the effectiveness of our risk management and internal control system risk Management and internal audit Function • Oversees the risk management process and provides guidance on risk management • Engages with senior management to review risks and their mitigation strategic risks risk Description Product Development and Competitive Edge • Development programme fails to produce best genetics for customers • Increased competition in developed and emerging markets drives down market share and margins Commercialisation of Research • Failure to focus research initiatives on commercially important areas • Failure to lead on ‘game-changing’ technology or to bring new initiatives to commercial viability Mitigation • Formal communication process, to ensure development is aligned with customer requirements • Dedicated product development team, with clear objectives and measurable targets • Technical services and support for customers, to enable them to make best use of our products • Frequent benchmarking of performance against competitors in customers’ systems • Regular oversight of research by R&D Portfolio Management Team and executive management • Allocation of appropriate budget to research and development • Regular Board updates on key development projects Capturing Value Through Acquisitions • Failure to identify appropriate investment opportunities or perform sound due diligence • Failure to successfully integrate an acquired business • Board review of all investment opportunities and approval of transactions • Rigorous due diligence process • Structured post-acquisition integration planning and execution 40 | Genus plc Annual Report 2013 strategic risks continued risk Description Emerging Markets • Failure to appropriately develop business in China and emerging markets Operational risks risk Description Intellectual Property Protection • Genus-developed genetic material, methods and technology could become freely available to third parties Mitigation • Experienced management team, blending local and expatriate executives • Separate Asia business unit, reporting directly to CEO, ensures appropriate focus on region • High level of Board oversight • Dedicated development, technical services and veterinary staff within emerging markets • Adoption of joint venture business model in appropriate regions, with a robust process in place for selecting joint venture partners • Global species team supports the growth initiatives and ensures compliance with global standards Mitigation • Global cross-functional process, to identify and protect intellectual property • Strict contractual restrictions imposed on counterparties, to limit use of genetic material within pure lines • Careful selection of multipliers and joint venture partners (including in emerging markets) to ensure trustworthiness • Ability to genetically test animals, to determine genetic origin r e v i e w s t r a t e G i c c O r P O r a t e F i N a N c i a L G O v e r N a N c e s t a t e M e N t s Bio-security and Continuity of Supply • Loss of key livestock, owing to disease outbreak • Loss of ability to move animals or semen freely (including across borders) owing to, for example, disease outbreak, environmental incident or international trade sanctions • Formal bio-security standards, featuring movement controls, veterinary inspection and independent bio-security reviews • Independent reviews of bio-security measures, to assess standards and ensure compliance • Products sourced from increasing number of facilities in different countries, to avoid over-reliance on single production site Human Resources • Failure to attract or retain skills and experience within executive, management and employee cohorts Business Continuity • Unavailability of key research, production or administrative site • Failure of IT system • Comprehensive talent and people plans, covering recruitment, performance management, reward, organisation design, talent, communication and engagement • Regular review of senior management performance and remuneration at Remuneration Committee, with external advice where appropriate • Business Continuity Plans in place for key locations • Testing programme established, to ensure continuity plans are effective • Care taken to avoid over-reliance on single production sites, with key facilities placed in different countries • Formal IT disaster recovery plans in place, with testing programme • Property damage and business interruption insurance cover in place Financial risks risk Description Mitigation Agricultural Market and Commodity Prices Volatility • Fluctuations in agricultural markets affect customer profitability and demand for our products and services • Increase in our operating costs, owing to commodity pricing volatility • Global footprint balances our exposure across different markets • Porcine royalty model mitigates impact of cyclical price reductions or cost increases in hog production • Hedging transactions fix pricing of inputs and outputs, where appropriate Pensions • Exposure to costs associated with failure of third party member of joint and several pension scheme • Exposure to costs as a result of external factors affecting size of pension deficit (e.g. mortality rates, investment values etc.) • Actuarial valuations performed as at March 2012 and deficit recovery plans agreed with pension fund trustees • Review of investment strategy, to ensure appropriate risk/ reward profile • Closure of pension funds to future service • Monitoring of joint and several liability in the Milk Pension Fund • Appointed principal employer for the Milk Pension Fund in 2012 and chair of the group of participating employers Genus plc Annual Report 2013 | 41 Our vaLues PeOPle FOCuseD 40% Female workforce at Apex 42 | Genus plc Annual Report 2013 Apex team Genus plc Annual Report 2013 | 43 Developing Skilled and Capable PeopleApex is our newest porcine genetic nucleus facility, located in South Dakota, USA. Construction began in 2008 and Apex produced its first litter the following year. The team now includes 55 full-time employees, making us the largest employer in an area where jobs are highly valued. Around 40% of the team are female.At such an important facility, it is essential that we have well-trained and capable people. Training begins immediately, with new staff completing eight hours of orientation in their first two days. This covers health and safety, bio-security, animal welfare and a full site tour. Staff then spend their first month shadowing colleagues, so they can learn the processes and become proficient. During this time, they complete a further three hours of orientation, covering areas such as our Genus University and other online resources. Our successful approach has allowed us to fill all our departmental head positions with local people, who joined us with limited industry experience and who we have developed to take on management roles. The team has built up deep expertise in running this centre of elite porcine genetics, setting world-class standards that are the pride of the business and the industry. Our PeOPLe Canada CREATING THE FOUNDATIONS FOR GROWTH In 2013, we aligned the business behind our strategy and recruited high-calibre people to lay the foundations for growth. aligning the Business Behind the strategy We briefed our 2,400 staff on our vision, values and strategy, so they are clear and confident about our future and their part in it. Our new structure, aligned to our customers and species, has set and networked global standards in Genus PIC and Genus ABS, and has been a key contributor to Genus Asia’s accelerated growth. PIC Genetic Services, which works with all our PIC businesses, is recognised as an internal beacon of best practice, setting standards and delivering training, so we continually raise performance. We introduced performance management for our leaders, setting stretching objectives and having high quality performance conversations and performance ratings, to help employees calibrate their achievements. This has ensured that leaders are clear on their accountabilities and goals. Changes to remuneration for the Genus Executive Leadership Team (‘GELT’) have been cascaded to managers’ rewards, aligning them with strategic delivery. We have also defined and shared the competencies we need in two vital areas, key account management and technical service, and are using them for recruitment, performance and development. resourcing for Growth Genus is committed to recognising, developing and recruiting new talent. During the year, we strengthened GELT with high-quality recruits. Stephen Wilson replaced John Worby, who retired as Group Finance Director. Saskia Korink Romani joined 44 | Genus plc Annual Report 2013 to develop our marketing function across species and subsequently took on the role of acting Chief Operating Officer, Genus ABS. Tom Kilroy, our new Group General Counsel & Company Secretary, brings intellectual property expertise and global experience. We also recruited talent across the global teams, strengthening our supply chain function in Genus ABS and our European leadership and product development in Genus PIC. In Asia, we invested significantly in the China team. We recruited local heads for operations in China dairy and porcine, and in Genus ABS India, as well as a new finance director for Asia. Towards the end of the financial year, we completed our first talent plan, focusing on our top 100 leaders and their successors. Our talent plan takes into account diversity of gender and backgrounds. Our Priorities for 2014 We will continue to resource for growth, extending the talent and succession plan to around half our employees and focusing on individuals with potential, to deliver on our commitment to develop more leaders from within the business. Our online performance management tool has also been extended, and will cover more than 2,000 staff this year. We will continue to recruit, with investment in product development and sales in dairy, and additions to our marketing, technical services and Chinese teams. Personal growth is important to our staff, so we will deliver key programmes through Genus University. These include: • Key Account Manager and Technical Service Academies for Genus ABS and Genus PIC, networking the communities, sharing best practice and raising the bar through global benchmarking and standard setting; Lindsay case Genus Pic – Genetic services Manager Lindsay has a doctorate in genetics and has worked for Genus PIC for two years. “What drew me to Genus? The opportunity for a PhD to contribute beyond a strictly technical role, generating genuine appreciation and excitement about what we do from both our customers and the industry. Genus’s technical leadership and customer- centricity makes it unique.” • management development programmes for our leaders; and • tailored development for our senior leaders and people with long-term potential in the business. We will perform our first in- house employee survey, creating action plans based on the feedback. We also aim to improve internal communication, with each business sharing its customer successes and financial performance, and networking the teams through technology. We have had a very solid year of delivery, with full commitment from the management team to delivering our key initiatives. We embark on the second year of our people plan with much more experience behind us and a clear understanding of the priorities needed to continue to support our strategic delivery. United States Germany China raymond Karls Genus aBs – Livestock Manager, DeForest Madison Raymond has a degree in Business Mid-Management and started working for ABS while still in high school. “I’ve stayed because they’ve treated me well, I’ve been able to progress my career and, most of all, because I’ve had good people to work with and for. Now I’m excited to play my part in making our vision a reality.” Kerstin reiners Genus Pic – western europe commercial Director Kerstin has a doctorate in agriculture and recently rejoined Genus, having worked for PIC from 2007 to 2011. “I want to build a team that offers the best customer service and the best results for Genus. Collaborating with colleagues internationally is also exciting. It helps us to better understand our markets and to adapt innovative strategies locally, backed by strong products and R&D.” angel antonio c. Manabat Genus asia – Pic china technical services Director Angel has a doctorate in veterinary medicine and recently transferred from the Philippines to China. “What excites me is the leadership’s determination that we will be always better, year after year, and that Genus’s values are practiced at all levels of the organisation. Here in China, these values are important as what we do will determine Genus’s future in the region.” r e v i e w s t r a t e G i c c O r P O r a t e F i N a N c i a L G O v e r N a N c e s t a t e M e N t s Mexico Italy China Luis González Martínez Genus aBs Mexico General Manager Luis has a master’s degree in dairy management. He founded ABS’s Mexican business unit and turned it into the market leader. “It is very satisfying to work for a global company interested in feeding the world, in collaboration with highly skilled professionals. Forming teams focused on solving customers’ needs has been a priority for me and has shown results. New challenges make us look for innovative solutions.” Pierpaolo Dordoni Genus aBs italia General Manager Pierpaolo has a master’s degree in dairy science. Since he became general manager in 1998, Genus ABS’s Italian business has quadrupled in size and become market leader. “I joined because I wanted to work for an international company and get a broader view of the industry that has always been my passion. It’s inspiring to contribute to nourishing the world.” Jer Geiger Genus asia – Pic china health assurance Director Jer is a doctor of veterinary medicine and grew up on a family farm in Illinois. “I’ve been involved with breeding stock sales all my life and PIC’s values are exactly those I expect of myself. With our commitment to technology and professionalism, why would I work anywhere else? People with PEP (passion, enthusiasm and professionalism) are everywhere in PIC.” Genus plc Annual Report 2013 | 45 Bull stud facility in Dekorra, Wisconsin 46 | Genus plc Annual Report 2013 Providing the Highest Standards of CareOur animals are our business, so we take excellent care of them.The housing at our bull stud facility in Dekorra, Wisconsin, is designed to provide the best animal welfare and protect our employees’ safety.The barns are globally qualified, so they meet the highest standards for international trade, animal health and bio-security. Side-curtain ventilation allows maximum air flow and the animals are freely housed in individual pens, giving them the greatest freedom of movement. We clean and rebed the pens three times a week. All feed is grown in fields free from animal waste and we store the feed securely, eliminating bio-security threats from wildlife.The livestock workers at Dekorra average 27 years of service and the facilities are led by Darel Smith, who has worked for ABS for more than 30 years. To protect their wellbeing, we provide continuous training in safety, including bull handling, working in confined spaces and first responder training. Our vaLues ResPOnsiBle 27 Average years of service at Dekorra facility Genus plc Annual Report 2013 | 47 cOrPOrate resPONsiBiLity A RESPONSIBLE BUSINESS Corporate Responsibility Objectives – 2013/14 Health and Safety • Roll out our health and safety framework and principles • Improve internal communication and engage employees • Visit all facilities to ensure compliance with standards and regulations Environment • Increase the proportion of Genus PIC farms that have their waste management systems independently checked • Obtain baseline soil test data for Genus PIC’s locations outside North America • Consider processes to use manure from Genus ABS as a compost that could be resold or recycle it through a bio-digester l a e t h and safety e m p l o y e e s nt h e m n o r i v n e c o m m unity an i m a l w elfare Community • Develop the pool of potential employees, by helping local populations to improve their education and skills • Work with local communities to support specific social initiatives Employees • Give every employee the opportunity to develop their career, with an annual discussion and a commitment to first look internally to fill a role • Develop all staff by equal access to training, including life skills, IT and communication • Ask staff how they feel about working for Genus and act on their feedback • Provide interesting, valuable and secure work within local communities Animal Welfare • Roll out Pork Quality Assurance style training to all production staff in Genus PIC’s owned facilities • Begin construction of a bio secure bull admittance facility and vehicle disinfection station at Genus ABS As the global population grows, food security will become increasingly important. Genus’s role is reflected in our vision and makes enhancing food affordability, safety and quality, improving animal welfare and reducing the environmental impact of protein production key priorities for us. To ensure we operate in the right way and derive the business benefits, we are establishing a committee to lead our efforts. It will set our strategy and objectives, ensure we implement them around the business and monitor performance. It will be chaired by Tom Kilroy, our Group General Counsel & Company Secretary, and include health and safety, environmental and animal welfare representatives from around the world. The Board has overall accountability for corporate responsibility and the committee will report to the Board twice a year. assessment, training, communication and aligning for the future. We developed a new Health and Safety General Policy Statement, detailing responsibilities at all levels. A further 17 policies, which set out our health and safety framework and principles, will be rolled out worldwide in the coming year. health and safety Health and safety is critically important and we continue to develop our approach. We have a global team of health and safety advisors and are working to align our efforts and share best practice. During the year, our first Global Health and Safety Conference focused on incident trends, risk We look to continuously improve. In PIC Spain, for example, we enhanced our systems for confined space entry, while in Europe, we launched a campaign to highlight common hazards. The chart on page 49 shows our minor incident rate over the last three years. The increase in 2013 was due to greater staff awareness of our 48 | Genus plc Annual Report 2013 r e v i e w s t r a t e G i c c O r P O r a t e F i N a N c i a L G O v e r N a N c e s t a t e M e N t s Case study supporting Our Local community In the Philippines, poverty is a serious problem. Children as young as four are forced to make a living by rooting through festering rubbish dumps to find recyclable items. PIC Philippines supports the work of PCF, a charity that improves the lives of thousands of Filipino children and their families. It offers education, training, daily meals, health and spiritual care and employment for adult family members. PIC has created an annual Scholarship Programme, to allow a PCF beneficiary to obtain a college education in agricultural business. We also run fundraising events, encouraging employees, customers and partners to donate, to support PCF’s vital work. local communities and to pursue programmes that will improve education and life chances, with a view to boosting our pool of potential employees. The case study on this page shows one example of our work in the Philippines. Safety Management System (‘SMS’), an online tool used to monitor, evaluate and report incidences and trends worldwide. When incidents are reported, we look to resolve the causes and to put corrective action in place, such as more focused training and communication. Rate of Minor Incidents Per 100 employees 7 1 . 2 2.5 2.0 1.5 1.0 0.5 0.0 2 0 . 1 3 6 0 . 2011 2012 2013 Incidents that resulted in lost time, restricted work, or major medical treatment. Our strategy for the coming year is to build a uniform internal communication approach, to engage employees in health and safety. Monthly management reports will allow us to measure success and to quickly resolve and prevent issues, while quarterly employee newsletters will explain health and safety successes and opportunities. As we roll out our global policies, we will bring the principles alive through training. In 2014, we will also use our global SMS to track facility audits and their outcomes. We have more than 50 facilities, ranging from offices to production units. Our goal is to visit every facility at least once, to ensure we meet the highest standards and follow regulations. In most locations, a site-level safety committee reviews the facility audit reports, the actions required and the results of those actions. Genus’s best practice farm and animal handling protocols reflect our industry leadership. In 2014, we will focus on incorporating all protocols into one uniform structure and making them more readily available to staff. the environment Genus is committed to conducting business in ways that are sensitive to the environmental needs of our local communities. Our locations therefore integrate environmental management into their systems and procedures. Monitoring and reporting our environmental performance is integral to our operations and our risk management programme. We assess the environmental risks associated with existing and new facilities, and establish controls to keep risks at acceptable levels. We train employees at our facilities in environmental compliance and have comprehensive environmental protocols at our facilities, which are subject to independent checks. During the year, we had independent checks at PIC’s farms in North America and the Besun farm in China. Genus ABS is required to comply with local legislation governing manure storage, and the rate and timing of manure application to land on which we grow feed crops. We complete annual audits and file reports with the relevant authorities as required. Our employees Genus aims to be valued by its employees and its local communities. We work hard to provide interesting and valuable jobs, with the opportunity to develop careers nationally and internationally. We place considerable emphasis on attracting, recruiting and developing the people we need, and no matter their educational background, give all the opportunity to be considered for more senior roles. We offer fair and market competitive pay and benefits in every country we operate in, and make compliance with our standards and local laws a priority. More details can be found in the Our People section on pages 41 to 42. animal welfare The Genus Animal Welfare Code of Conduct ensures we provide the highest level of care for our herds. All employees who handle our animals are trained and qualified, and we design and maintain our facilities to ensure best practice. Fully qualified inspectors also provide regular health assessments. All staff are required to report any incidents of animal mishandling and we require regular written statements that no incidents have been observed. The case study on page 46 gives one example of how we put our approach into practice, at our bull stud facility in Dekorra, Wisconsin. community We actively encourage our businesses to engage with their Genus plc Annual Report 2013 | 49 board of directors & company secretary bob Lawson non-executive chairman Karim bitar chief executive stephen Wilson Group finance director nigel turner senior non-executive director mike buzzacott non-executive director professor barry furr, obe tom Kilroy non-executive director Group General counsel & company secretary board appointment November 2010 September 2011 January 2013 January 2008 May 2009 December 2006 July 2013 experience Karim Bitar joined the Board in September 2011. He worked for over 15 years with Eli Lilly and Company and was President of Lilly Europe, Canada and Australia before joining Genus. An ex-McKinsey & Company consultant, he worked across Asia and in Europe, and also held management roles at Johnson & Johnson and the Dow Chemical Company. Bob Lawson was appointed Chairman of the Board and the Nomination Committee in November 2010. He is Non-Executive Chairman of Barratt Developments plc and a director of The Federation of Groundwork Trusts. His career has spanned several UK and continental groups including ten years as Chief Executive of Electrocomponents plc leading its successful expansion into new international markets, and three years as Managing Director of Vitec Group plc. Stephen Wilson joined the Board in January 2013 and was appointed Group Finance Director on 1 March 2013. He was previously Executive Vice President and Chief Financial Officer of Misys plc, the financial services software provider that was a FTSE 250 company until its acquisition by Vista Equity Partners. Prior to Misys, Stephen was Vice President and CFO of IBM United Kingdom Limited. He is a Fellow of the Chartered Institute of Management Accountants and is a Non-Executive Director and Chairman of the Audit Committee of Xchanging plc. He holds a degree in Mathematics from the University of Cambridge. Nigel Turner joined the Board in January 2008 and is Chairman of the Remuneration Committee. He was Chairman of Numis Securities Ltd and Deputy Chairman of Numis Corporation plc from December 2005 to November 2007. He is currently a Non- Executive Director of Croda plc. Previously he was Vice Chairman of ABN AMRO’s Wholesale and Investment Bank in which he had specific responsibility for the Global Corporate Finance and Equity businesses. He joined the Dutch bank in 2000 from Lazard, where he was a partner for 15 years and also sat on its Supervisory Board. Mike Buzzacott is a qualified accountant. He joined the Board in May 2009 and is Chairman of the Audit Committee. He spent 34 years at BP prior to his retirement in 2004, holding a number of international roles including Finance & Control Director Asia Pacific, CFO BP Nutrition and Group Vice President Petrochemicals. He is currently a Non- Executive Director of Scapa Plc. He retired as a Non-Executive Director of Croda plc in August 2011 and was formerly a Non- Executive Director of Rexam plc and Chairman of Biofuels plc. committee memberships Chairman of the Nomination Committee and member of the Remuneration Committee. Member of the Nomination Committee. Chairman of the Remuneration Chairman of the Audit Committee and member Committee and member of the Remuneration of the Audit and Nomination Committees. and Nomination Committees. Tom Kilroy joined Genus in July 2013. He was previously Executive Vice President, General Counsel & Company Secretary of Misys plc, the financial services software company, and also for a period was Acting CEO. Prior to that, he spent a number of years with GE Healthcare, a division of the General Electric Company. He began his legal career in the City of London and is admitted as a solicitor in England and Wales. He graduated from Oxford University with a BA (Hons) in Metallurgy & Materials Science. Professor Furr retired as Chief Scientist and Head of Project Evaluation for AstraZeneca plc in 2005 after 34 years of service. He is a Non- Executive Director of the Medicines and Healthcare Products Regulatory Agency and the American Pharmaceutical company GTx Inc. He was awarded an OBE in 2000 for his services to cancer drug discovery. He joined the Board in December 2006 and acts as Scientific Advisor to Genus’s Research & Development Portfolio Management Team, which replaced the Science Committee with effect from 1 July 2012. He is the author of more than 160 papers on reproductive endocrinology and antihormones. Member of the Audit, Remuneration and Nomination Committees. 50 | Genus plc Annual Report 2013 r e v i e W s t r a t e G i c c o r p o r a t e f i n a n c i a L G o v e r n a n c e s t a t e m e n t s bob Lawson non-executive chairman Karim bitar chief executive stephen Wilson Group finance director nigel turner senior non-executive director mike buzzacott non-executive director professor barry furr, obe non-executive director tom Kilroy Group General counsel & company secretary board appointment November 2010 September 2011 January 2013 January 2008 May 2009 December 2006 July 2013 experience Karim Bitar joined the Board in September 2011. He worked for over 15 years with Eli Lilly and Company and was President of Lilly Europe, Canada and Australia before joining Genus. An ex-McKinsey & Company consultant, he worked across Asia and in Europe, and also held management roles at Johnson & Johnson and the Dow Chemical Company. Bob Lawson was appointed Chairman of the Board and the Nomination Committee in November 2010. He is Non-Executive Chairman of Barratt Developments plc and a director of The Federation of Groundwork Trusts. His career has spanned several UK and continental groups including ten years as Chief Executive of Electrocomponents plc leading its successful expansion into new international markets, and three years as Managing Director of Vitec Group plc. Stephen Wilson joined the Board in January 2013 and was appointed Group Finance Director on 1 March 2013. He was previously Executive Vice President and Chief Financial Officer of Misys plc, the financial services software provider that was a FTSE 250 company until its acquisition by Vista Equity Partners. Prior to Misys, Stephen was Vice President and CFO of IBM United Kingdom Limited. He is a Fellow of the Chartered Institute of Management Accountants and is a Non-Executive Director and Chairman of the Audit Committee of Xchanging plc. He holds a degree in Mathematics from the University of Cambridge. Nigel Turner joined the Board in January 2008 and is Chairman of the Remuneration Committee. He was Chairman of Numis Securities Ltd and Deputy Chairman of Numis Corporation plc from December 2005 to November 2007. He is currently a Non- Executive Director of Croda plc. Previously he was Vice Chairman of ABN AMRO’s Wholesale and Investment Bank in which he had specific responsibility for the Global Corporate Finance and Equity businesses. He joined the Dutch bank in 2000 from Lazard, where he was a partner for 15 years and also sat on its Supervisory Board. Mike Buzzacott is a qualified accountant. He joined the Board in May 2009 and is Chairman of the Audit Committee. He spent 34 years at BP prior to his retirement in 2004, holding a number of international roles including Finance & Control Director Asia Pacific, CFO BP Nutrition and Group Vice President Petrochemicals. He is currently a Non- Executive Director of Scapa Plc. He retired as a Non-Executive Director of Croda plc in August 2011 and was formerly a Non- Executive Director of Rexam plc and Chairman of Biofuels plc. committee memberships Chairman of the Member of the Nomination Committee Nomination Committee. and member of the Remuneration Committee. Chairman of the Remuneration Committee and member of the Audit and Nomination Committees. Chairman of the Audit Committee and member of the Remuneration and Nomination Committees. Tom Kilroy joined Genus in July 2013. He was previously Executive Vice President, General Counsel & Company Secretary of Misys plc, the financial services software company, and also for a period was Acting CEO. Prior to that, he spent a number of years with GE Healthcare, a division of the General Electric Company. He began his legal career in the City of London and is admitted as a solicitor in England and Wales. He graduated from Oxford University with a BA (Hons) in Metallurgy & Materials Science. Professor Furr retired as Chief Scientist and Head of Project Evaluation for AstraZeneca plc in 2005 after 34 years of service. He is a Non- Executive Director of the Medicines and Healthcare Products Regulatory Agency and the American Pharmaceutical company GTx Inc. He was awarded an OBE in 2000 for his services to cancer drug discovery. He joined the Board in December 2006 and acts as Scientific Advisor to Genus’s Research & Development Portfolio Management Team, which replaced the Science Committee with effect from 1 July 2012. He is the author of more than 160 papers on reproductive endocrinology and antihormones. Member of the Audit, Remuneration and Nomination Committees. Genus plc Annual Report 2013 | 51 Genus executive Leadership team Left to right: Tom, Saskia, Denny, Jerry, Bill, Catherine, Stephen and Karim. Over the last year, we have enhanced the Genus Executive Leadership Team (‘GELT’), appointing executives who bring new skills and expertise to an already strong team. GELT sets our vision and culture, leads our strategic delivery and demonstrates the values at the heart of our business. GeLt’s responsibilities In 2012, GELT developed Genus’s vision and values, which are described on pages 1 and 6. We have now fully embedded them in the business, giving the entire Genus team a clear and compelling purpose and direction. GELT ensures organisational alignment, engagement and efficient execution throughout the Group. This involves crucial commercial, scientific, operational and people decisions. Equally important is GELT’s stewardship of Genus’s reputation, ethical working and compliance. GELT is focused on delivering the following: • corporate strategy – developing and implementing our strategy to achieve sustained growth, and strengthening key capabilities such as our world-class product development; • operations management – driving organisational results, with operational excellence; ensuring core processes are reliable and efficient; regularly reviewing R&D plans; managing risk, including risk mitigation; and managing the Genus balanced scorecard, including customer equity metrics; • people – developing high- performing teams by rigorous selection, development and setting stretching goals, together with nurturing talent to bring through the next generation of leaders; and divisional structure In FY 2013, we implemented a new divisional structure, which is aligned to our strategy. This has proved highly effective, supporting the acceleration of our strategy and growth, particularly in developing markets. Through a matrix design, we have leveraged our global expertise to network best practice, set global standards and raise performance across the business units and Asia. This has enabled us to deliver a solid year of performance in the following areas: • insight-driven research; • strong product development; • strategic marketing; • sales and technical services, targeted at key customer segments; • supply-chain optimisation; and • continued focus on developing • resources – astute and judicious markets. investment in the business, including capital expenditure and human resources. GELT’s members are as follows: Karim bitar chief executive stephen Wilson Group finance director tom Kilroy Group General counsel & company secretary See pages 50 and 51 for Karim’s, Stephen’s and Tom’s biographies. 52 | Genus plc Annual Report 2013 r e v i e W s t r a t e G i c c o r p o r a t e f i n a n c i a L G o v e r n a n c e s t a t e m e n t s catherine Glickman Group human resources director Catherine joined Genus in January 2012, in the newly created role of Group HR Director. For the previous 20 years, she worked for Tesco plc in a variety of positions. For the last four years she was Group HR Director, where she focused on talent development, succession and leadership development. She held HR Director roles supporting Tesco’s roll-out into Asia, Central Europe and the United States, and led HR for the UK stores during a period of major expansion. Prior to Tesco, she worked in HR for Somerfield plc and Boots plc. Catherine holds a degree in English Language and Literature from Durham University and is a member of the Institute of Personnel and Development. bill christianson chief operating officer, Genus pic Bill has doctorates in Veterinary Medicine and Philosophy from the University of Minnesota. He joined Genus in 1993. Before his current appointment in July 2012, he held various operational roles within Genus, including serving as General Manager of the PIC North America business in 2007 and as Chief Operating Officer of the Americas from March 2010. saskia Korink romani acting chief operating officer, Genus abs Saskia joined Genus in January 2013. For the previous ten years, she worked for Cargill Inc., most recently as the Vice President of Marketing for Cargill’s animal nutrition business. Prior to this, she ran their Cocoa and Chocolate Business Unit in Latin America. Saskia has a broad international background, working across Europe, Latin America and North America, and brings significant business experience having been at Boston Consulting Group for seven years, with her last position being principal at the Sao Paulo office. She is originally a physicist, beginning her career in engineering and packaging design with Unilever PLC’s former Van den Bergh Foods business, now part of their Foods division. She has an MBA from Columbia Business School. Jerry thompson chief operating officer, Genus asia Jerry graduated with a BSc Hons in Agriculture from Seale Hayne College, Devon, and has worked for PIC and subsequently Genus for over 20 years. After two years in the UK business, he moved to Eastern Europe where he has held a number of roles including Key Account Manager in Siberia, and Managing Director for PIC Romania and for the Central and Eastern European PIC business. In 2008, Jerry moved to the position of Regional Director for PIC Europe. He became Regional Director for the Russia and Asia Pacific Region, based in Shanghai in 2010, before being appointed to his current role on 1 July 2012. dr denny funk chief r&d and scientific officer Denny has a strong genetics background, with a PhD in animal breeding from Iowa State University. He joined Genus in 1995 and prior to his role as Chief Scientific Officer, held various positions in research, product development and production. Before joining Genus, he was an Associate Professor with tenure at the University of Wisconsin, Madison for seven years, following five years with the US Holstein Association. Genus plc Annual Report 2013 | 53 CORPORATE GOVERNANCE LETTER fROm ThE ChAiRmAN Corporate governance plays a vital role in business success, and I am pleased to report that the standard of governance in Genus remains high. Good corporate governance allows boards to direct their companies effectively, entrepreneurially and prudently, to deliver long-term success. The strategy and business must therefore be the starting point for the Company’s governance approach. Corporate governance should be a facilitator, providing the framework within which the Company can operate successfully. Complying with the Code The UK Corporate Governance Code (the ‘Code’) supports this view. We strongly believe that its principles-based approach is the right one. It gives companies the flexibility to develop governance arrangements that suit them and allows shareholders to judge if those arrangements are appropriate. We have continued to comply with all the provisions in the 2010 edition of the Code, which was the applicable standard for this financial year. The 2012 Code will apply from our next financial year onwards and we expect to be fully compliant with it. Evaluating the Board’s Effectiveness Complying with the Code, however, is only one element of good governance. It is also important that the Board operates effectively and this year we had a rigorous external evaluation. This found that the Board works well, with a number of particular strengths as well as areas where we can develop. More information about the evaluation can be found on page 56. Strengthening Our management Team There was one change to the Board during the year. John Worby retired as Group Finance Director, with Stephen Wilson joining us to take up the role. We were delighted to recruit Stephen, who brings strong financial and business development skills, experience of working in large global enterprises and a record of building sound finance teams. Since the end of the financial year, Tom Kilroy has joined Genus as Group General Counsel & Company Secretary. Tom brings essential legal and commercial skills to the Group, including valuable experience of optimising and protecting intellectual property. 54 | Genus plc Annual Report 2013 “ Corporate governance plays a vital role in business success, and I am pleased to report that the standard of governance in Genus remains high.” Considering Diversity As Genus grows, we need to ensure that the Board evolves to keep pace. We are therefore beginning the process of recruiting a Non-Executive Director with an international background. We are fully aware of Lord Davies’s recommendations about gender diversity and always take this into account when recruiting. We also need to consider diversity in its broadest sense and ensure that we have the right spread of skills for the business. This year’s evaluation found that the Directors have a complementary mix of skills and experience, which enable a knowledgeable dialogue about the Group and its markets. Summary In summary, the Board is committed to maintaining high standards of corporate governance. We will continue to develop our governance framework, so we can effectively support the successful implementation of our strategy. Bob Lawson Chairman CORPORATE GOVERNANCE STATEmENT R E V i E w S T R A T E G i C C O R P O R A T E f i N A N C A L i G O V E R N A N C E S T A T E m E N T S Board membership and Roles The Board is responsible for managing the Group. We currently have two Executive Directors, an independent Non-Executive Chairman and three other independent Non-Executive Directors. The Directors’ biographies appear on pages 50 and 51. The Board has approved clearly defined roles and responsibilities for our Chairman and Chief Executive. Bob Lawson, our Chairman, is primarily responsible for running the Board. Karim Bitar, our Chief Executive, is responsible for achieving our operational and financial targets and for implementing our strategy. Nigel Turner is our Senior Non-Executive Director. He is available to shareholders with concerns they cannot resolve through our Chairman, Chief Executive or Group Finance Director. To ensure we properly manage our business and implement our strategy, the Board delegates day-to-day operating decisions to the Chief Executive, Group Finance Director, other members of the Genus Executive Leadership Team (‘GELT’) and their management teams. In turn, they recommend strategy and plans to the Board, make routine decisions on resources and ensure we have robust operational and financial controls. The Board regularly invites members of our business unit management teams to present to the Board and to take part in aspects of strategic reviews. The Board believes the Directors have the right experience and calibre to make effective judgements about our strategy, performance, resourcing and conduct. We ensure the Directors receive the training they need, and all Directors have access to advice and services from the Group General Counsel & Company Secretary, as well as to independent professional advice. The chart below shows the length of time each of our Directors has served on the Board: Name Bob Lawson Karim Bitar Stephen Wilson Nigel Turner Mike Buzzacott Professor Barry Furr, OBE Date of Appointment November 2010 September 2011 January 2013 January 2008 May 2009 December 2006 To ensure the Board works effectively, the Directors receive Board packs well in advance of meetings. The Group General Counsel & Company Secretary makes sure that we follow Board procedures and that we comply with all of our statutory and regulatory obligations. how the Board is Structured The diagram shows the Board and its sub-committees, as well as the committees that report directly to the Board – GELT, our new Corporate Responsibility Committee and the Research & Development Portfolio Management Team (‘R&D PMT’). GENUS PLC BOARD BOARD COMMITTEES EXECUTIVE COMMITTEES AUDiT COmmiTTEE NOmiNATiON COmmiTTEE GENUS EXECUTiVE LEADERShiP TEAm R&D PORTfOLiO mANAGEmENT TEAm REmUNERATiON COmmiTTEE CORPORATE RESPONSiBiLiTY COmmiTTEE Details of the Audit, Remuneration and Nomination Committees can be found in their respective statements on pages 59 to 74. Terms of reference for these committees are available on our website: www.genusplc.com. GELT’s membership and its responsibilities are described on pages 52 and 53, while the remit of the Corporate Responsibility Committee is set out on page 48. The R&D PMT replaced the Science Committee at the start of this financial year. It enables comprehensive oversight of our R&D programme and gives our business units direct involvement in prioritising our R&D initiatives, to ensure we meet customer needs today and tomorrow. The R&D PMT meets twice a year. Key discussions this year included: • implementing a Group-wide ideas submission process, to ensure we consider and progress new ideas that could lead to value-added products and services; • reviewing and prioritising continuing and new research ideas with Genus PIC and Genus ABS, which confirmed our focus areas as genomic selection, disease resistance and gender skew; • establishing a Scientific Computing division within R&D, to allow us to more efficiently accomplish scientific computing tasks, including the input, storage and processing of big data; and • reviewing and updating the business about our growing intellectual property portfolio. The Board’s Activities The Board’s Remit We have a formal schedule of matters which are reserved for the Board’s approval. These include: • setting and monitoring our Group strategy; • reviewing our trading performance; • ensuring we have adequate funding; • examining major capital expenditure projects and possible acquisitions; • approving material contracts; • formulating policy on key issues; and • reporting to shareholders. Genus plc Annual Report 2013 | 55 CORPORATE GOVERNANCE STATEmENT CONTiNUED Attendance at meetings The table below shows the Directors’ attendance at Board and committee meetings. As well as its regular meetings, the Board can hold additional meetings to consider time-critical issues. Non-Executive Chairman Bob Lawson Executive Directors Karim Bitar John Worby** Stephen Wilson** Non-Executive Directors Nigel Turner Mike Buzzacott Barry Furr Board Audit Committee Remuneration Committee Nomination Committee 10 (10) 10 (10) 5 (5) 5 (5) 10 (10) 10 (10) 10 (10) 3* 3* 1* 2* 3 (3) 3 (3) 3 (3) 7 (7) 7 (7) 3* 3* 7 (7) 7 (7) 6 (7) 1 (1) 1 (1) 1* n/a 1 (1) 1 (1) 1 (1) Note: Figures in brackets indicate the maximum number of Board or committee meetings the Director could have attended. * Attendance by invitation. ** John Worby retired from the Board on 31 March 2013. Stephen Wilson joined the Board on 14 January 2013 and succeeded John Worby as Group Finance Director on 1 March 2013. The Board’s Activities During the Year The Board’s main activities during the year are described below: Leadership • Appointment of Stephen Wilson as Group Finance Director • Appointment of Tom Kilroy as Group General Counsel & Company Secretary Strategy • Held strategic update away day with GELT • Regular updates on potential joint venture and acquisition opportunities • Update on competitor landscape • Review of the Shennong joint venture farm • Approval of a new 100% Genus, 1,000 sow capacity nucleus farm stocked with the latest genetics • Updates on the Besun joint venture progress Research & Development • Regular updates on R&D developments and new initiatives Performance • Regular updates on business performance and market conditions Employees • Review of the new performance management framework, work levels, our new structure and how we are aligning rewards with strategy. • Regular updates on recruitment to key roles, with a further update at the August 2013 Board meeting • Update, after the year end, on the Talent Review undertaken Effectiveness • External Board evaluation carried out by Boardroom Review Evaluating the Board Board Effectiveness Review Cycle We have a three-year cycle for evaluating the Board’s effectiveness, using both internal and external evaluations. Year 1 External Board effectiveness review produces an action plan for areas of focus Year 2 Follow up questionnaires by same external evaluation consultant, to monitor progress with the focus areas Year 3 Internal questionnaires and interviews with the Chairman and Group General Counsel & Company Secretary The Review Process This year, the Board underwent a formal, rigorous and independent external review. This was carried out by Dr Tracy Long of Boardroom Review, who has no other connection with the Group. The Chairman agreed the scope of the review, which included individual interviews with each Board member and attendance and observation at the April 2013 Board meeting. Boardroom Review gave feedback individually and at the May Board meeting. The review explored three key aspects: • the work of the Board (strategy, risk and control, and performance management); • the Board environment (culture and composition); and • the use of Board time (planning and allocation). The Review’s Conclusion During the review, the Board demonstrated particular strengths in the following areas: • Board culture and contribution, and the style of chairmanship; • clear strategy, including knowledge of the consumer landscape and shareholders’ views; • internal and external financial reporting, the Audit Committee and the oversight of risk; • the executive culture and approach to remuneration; and • prioritisation of issues and quality of information. 56 | Genus plc Annual Report 2013 The evaluation also found that the Board’s size encourages close dialogue between Directors and a flexible approach. The balance of formal and informal time throughout the year enhances the Board’s dynamics. Progress Against the 2012 Evaluation The Board made progress against the areas for development identified in the 2012 review. In particular: • the Board increased the number of meetings at the Group’s global operations by meeting at DeForest, USA, and Cremona, Italy. This enabled the Board to gain a greater understanding of the geographic and operational opportunities in these areas. Site and customer visits ensure the Non-Executive Directors are better informed and send a positive message to employees; • the Board continued to increase the strategic element of its meetings by scheduling annual strategic update away-days with GELT, with the first taking place in January 2013; and • the Board increased its focus on succession planning and people development by being regularly updated. Areas of focus for 2013/14 The evaluation identified areas for the Board to consider this year, including: • the evolution of the Board’s composition, including international experience and gender diversity; • the quality of discussion and information regarding the competitive landscape; • a deeper review of Executive succession planning; and • improving reporting cycles and communication and the use of Board time. In addition, the Board has set itself the following priorities for the coming financial year: • continuing its global site visits, in line with the 2012 Board review outcome; • developing the Board in the area of corporate responsibility (‘CR’), aligning CR with the Group’s strategic objectives and establishing the new CR Committee, as described on page 48; • continuing to ensure its development in governance; and • increased focus on the talent review. Shareholder Relations We have a continuing dialogue with institutional investors through our investor relations programme. The Chief Executive and Group Finance Director meet frequently with institutional shareholders and private client brokers, with the Chairman also attending some meetings. The Board discusses feedback from these meetings, including feedback obtained for us by independent brokers and our advisors. This allows all Directors to understand major shareholders’ views. The Chairman and Senior Non-Executive Director also maintain contact with major shareholders. The Annual General Meeting (‘AGM’) gives the Board an opportunity to communicate with both private and institutional investors, and we welcome their involvement. Bob Lawson, Mike Buzzacott, Nigel Turner and Barry Furr will be available to answer questions, as Chairmen of the Board and its Committees, at the AGM on 15 November 2013. R E V i E w S T R A T E G i C C O R P O R A T E f i N A N C A L i G O V E R N A N C E S T A T E m E N T S Risk management and internal Control Risk management The Board is ultimately responsible for identifying the major business risks we face. Genus has an established risk management system, which identifies, evaluates and prioritises the risks and uncertainties which could affect the Group, and reviews the controls and risk mitigations we have in place. The system applies to all of our worldwide businesses, our divisional business reviews, GELT, the Audit Committee and the Board. We further enhanced our management of business risk in the year, through risk management workshops with divisional management teams, improved reporting of risks and Board presentations on certain specific risk areas. The key risks identified and our mitigating actions to control these risks are summarised on pages 40 and 41. internal Control The Board is responsible for our internal control system and for reviewing its effectiveness. The Board, with the Audit Committee’s assistance, has reviewed the effectiveness of our internal control system and our financial, operational and compliance controls and risk management. This assessment considered all significant internal control aspects which arose during the year. The assessment considered our internal audit work programme and management reports prepared at the time our interim and final reports and financial statements were approved. It assessed whether we had identified, evaluated, managed and controlled significant risks, whether any significant weaknesses had arisen and whether we had taken the necessary remedial action. The management reports were based on the output of detailed risk workshops conducted by the Group centrally and regionally in the year, and responses to comprehensive questionnaires issued to each of our business units and regional management. In addition, the assessment considered risk events and controls that we had recognised through other day-to- day risk management activities, namely the divisional business reviews, GELT meetings, Main Board meetings and insurers’ reviews. While these assessments routinely identify areas for improvement, the Board has neither identified nor been advised of any failings or weaknesses which it has determined to be material or significant. Our internal Control System An internal control system is designed to manage, rather than eliminate, the risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against material misstatement or loss. The key elements of our internal control systems are as follows: Management Structure The Board delegates authority to operate the Group’s subsidiary companies to the Chief Executive, GELT and their management teams, within limits set by the Board. Genus plc Annual Report 2013 | 57 CORPORATE GOVERNANCE STATEmENT CONTiNUED Appointments to our most senior management positions require the Board’s approval. We also have formal empowerment levels, which set out delegation of authority, authorisation levels and other control procedures. Operating standards set by GELT and their management teams supplement these procedures, as required for each subsidiary’s type of business and its location. GELT meets regularly to review the Group’s performance against its budget, strategy and other key factors. In addition, the Chief Executive, Group Finance Director, Group General Counsel & Company Secretary and the Group Financial Controller hold monthly business review meetings with each business unit. Quality and Integrity of Personnel High-quality people are an essential part of the control environment, as is maintaining our ethical standards. We ensure the integrity and competence of our employees through high recruitment standards, post-recruitment training courses and a consistent global approach to performance management. Information and Financial Reporting Systems Our planning and financial reporting procedures include detailed operational budgets for the year ahead, along with three-year strategic plans, which the Board reviews and approves. We monitor performance throughout the year, through monthly reporting of financial results, key performance indicators and variances, updated full-year forecasts and information on key business risks. This allows us to take action as necessary to address business issues. The main internal control and risk management processes related to our preparation of consolidated accounts are Group-wide accounting policies and procedures, segregation of duties, a robust consolidation and reporting system, various levels of management review and centrally defined process control points and reconciliation processes. Investment Appraisal We regulate our capital expenditure through our budget process and predetermined authorisation levels. Detailed written proposals must be submitted to the Board for expenditure above certain levels. We carry out due diligence work for business acquisitions and subject major projects and all acquisitions to timely post-implementation reviews. This allows us to investigate and correct any underperformance against expectations or any significant overspends. Internal Audit Our Head of Internal Audit and Risk Management is responsible for our internal audit activities, which are provided by a mix of in-house and external resources. During the year, they completed a risk-based audit programme agreed by the Audit Committee. The results of these audits and the follow up of resulting actions are reviewed by the Audit Committee and communicated to the external auditors. The regions and businesses complete risk and control self assessments twice a year, which are reviewed by Internal Audit to identify internal control deficiencies and corrective actions required. The results of this exercise are communicated to senior management and the Audit Committee. 58 | Genus plc Annual Report 2013 audit cOMMittee rePOrt Mike Buzzacott chairman of the audit committee “ We design an annual work programme and agenda to ensure we fulfil our commitments.” The Committee’s main objectives are to monitor the integrity of the Company’s financial reporting, evaluate its system of risk management and internal control, and oversee the performance of the internal audit function and the external auditors. We design our annual work programme and agenda to ensure we fulfil these commitments. Membership and Governance The Audit Committee is composed of Non-Executive Directors and is appointed by the Board to provide a wide range of financial and commercial expertise, appropriate to fulfil the Committee’s duties. The Committee continues to meet the UK Corporate Governance Code’s requirement that at least one member should have recent and relevant financial experience. The Committee has formal terms of reference, approved by the Board, which comply with the UK Corporate Governance Code. The Committee reviews its terms of reference annually and refers any amendments to the Board for approval. The terms of reference are available on our website: www.genusplc.com. The Committee met three times during the financial year and invited the Company’s Chairman, Chief Executive, Group Finance Director, Group Financial Controller, Head of Internal Audit and Risk Management and senior representatives of the external auditors to attend its meetings. The Committee also held separate private sessions with external audit, internal audit and the Group Finance Director. r e v i e w s t r a t e G i c c O r P O r a t e F i N a N c i a L G O v e r N a N c e s t a t e M e N t s committee role and Key areas of responsibility The Committee’s role and responsibilities include reviewing and monitoring: • the financial reporting process; • the integrity of the Group’s financial statements; • the Company’s reporting to shareholders; • the effectiveness of the Group’s accounting systems and control environment, including risk management and the internal audit function; and • the effectiveness and independence of the Group’s external auditors, including any non-audit services they provide to the Group. The Committee is also responsible for ensuring that the Group has suitable arrangements for employees to raise concerns in confidence, and for reviewing the Group’s systems and controls for preventing bribery. The Committee reports its findings to the Board, identifying any necessary actions or improvements and recommending the steps to be taken. • Reviewing of annual and half-year financial statements • Evaluating critical accounting policies, key assumptions and judgements • Monitoring the quality of disclosures and compliance with financial reporting standards • Monitoring of independence and objectivity • Agreeing scope and fees • Monitoring level of non-audit services • Evaluating performance t i n g r o p ncial R e a Fin E x t e r n a l A u dit Risk M and Inte a n r n a g a l e m C e o n n t t r o l dit e r n al Au t n I • Monitoring and evaluating the adequacy and effectiveness of the risk management and internal control systems • Approval of scope and plans • Monitoring of management implementation of remedial actions • Evaluating performance Genus plc Annual Report 2013 | 59 AUDiT COmmiTTEE REPORT CONTiNUED The Committee’s main Activities During the Year At its three meetings during the year, the Committee focused on: financial Reporting The Committee reviewed, with both management and the external auditors, the appropriateness of the half-year and annual financial statements. The reviews included critical accounting policies, key assumptions and judgements, the quality of disclosures and compliance with financial reporting standards, all material issues affecting the financial statements and any correspondence from the Financial Reporting Council in relation to financial reporting. The Committee also reviewed the Annual Report and Accounts as a whole, to ensure it is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Company’s performance, business model and strategy. monitoring Business Risks The Committee reviewed the Group-wide risk management process, which is designed to identify, evaluate and mitigate risks. The Committee discussed with the Chief Executive and Group Finance Director, in the presence of the external auditor, the risks identified, management’s plans to mitigate them and any potential impact on the financial statements. In addition, the Committee reviewed the Group’s tax strategy and pension arrangements. internal Control System The Committee conducted its annual review of the effectiveness of the Group’s internal controls and disclosures, and reviewed internal audit’s findings at each scheduled meeting. The Committee’s review of internal controls included the Group’s whistleblowing policy and bribery prevention procedures. External Audit The Committee reviewed and agreed the scope and fees for the external auditor’s audit work, and held detailed discussions of the results of their audits. The Committee continued its practice of meeting with the external auditor, without management being present. It also further reviewed the external auditor’s objectivity and independence and the Company’s policy on engaging the external auditor to supply non-audit services. The Committee assessed the external auditor’s performance, based on questionnaires completed by key financial staff and Committee members. This assessment covered the external auditor’s fulfilment of the agreed audit plan, the auditor’s robustness and perceptiveness in their handling of key accounting and audit judgements, the content of their reports and cost effectiveness. internal Audit The Committee reviewed and agreed the internal audit function’s scope, terms of reference, resource and activities. The Committee received regular reports from the Head of Internal Audit and Risk Management on internal audit’s work and management’s responses to proposals made in internal audit’s reports during the year. The Committee reviewed the internal audit function’s performance and continued to meet the Head of Internal Audit and Risk Management without management being present. Committee Evaluation The Committee reviews its performance and effectiveness annually. During the financial year, the Committee used a questionnaire to consider its effectiveness. The key areas assessed included understanding of roles and responsibilities, monitoring the integrity of financial reporting, reviewing the Company’s system of internal control and risk management, and monitoring the effectiveness of internal and external auditors. External Auditor’s Appointment Deloitte LLP were first appointed as the Group’s external auditor for the period ended 30 June 2006, following a formal tender process. The current audit partner’s first audit period was the financial year ended 30 June 2011. The Committee reviewed the nature and fees for the external auditor’s non-audit services and compliance with the Company’s Non-Audit Services by Auditors Policy. The Committee is satisfied that using Deloitte for such services does not impair their independence as the Group’s external auditor. The Committee further reviewed the performance and effectiveness of the external auditors. As a consequence of its satisfaction with Deloitte’s independence and effectiveness, the Committee has recommended to the Board that the external auditor be reappointed for a further year. mike Buzzacott Chairman of the Audit Committee 2 September 2013 60 | Genus plc Annual Report 2013 DirectOrs’ reMuNeratiON rePOrt Letter FrOM the chairMaN “ The Remuneration Committee takes an active interest in shareholders’ views and developments in best practice.” Dear shareholder On behalf of the Board, I am pleased to present the Directors’ Remuneration Report for 2012/13. This report covers the remuneration of Executive and Non-Executive Directors. Consistent with the revised reporting framework published by the Department for Business, Innovation & Skills, we have split the report that follows this Annual Statement into two sections: • a Directors’ Remuneration Policy Report, which sets out the Group’s remuneration policy for Executive and Non-Executive Directors; and • an Annual Report on Remuneration, which discloses how we applied our remuneration policy in the year ended 30 June 2013. As required by current legislation, we will be seeking your support for both parts of the report, through a single advisory vote at the AGM on 15 November 2013. From next year, when the new legislation becomes effective for Genus, we will hold separate votes on the Directors’ Remuneration Policy Report and the Annual Report on Remuneration. r e v i e w s t r a t e G i c c O r P O r a t e F i N a N c i a L G O v e r N a N c e s t a t e M e N t s Performance and reward for 2012/13 As highlighted in the Strategic Review, the year ended 30 June 2013 was a year of change for the Group, as well as another year of growth. Genus has made encouraging progress with implementing its new strategy to capture the very significant growth opportunities in animal genetics markets from 2014 onwards, while delivering solid operational performance in challenging markets. The Group implemented its new organisational structure, including establishing global business units, along with a number of successful initiatives to improve product differentiation, such as our single-step genomic evaluation process. At the same time, the Group delivered year on year profit growth of 2% and a reduction in net debt of 6%. From an operational perspective, in light of the substantial investments in creating the platform for future growth and the high feed costs and challenging markets relative to the previous year, the Remuneration Committee considers this to be a robust result. In light of their performance during the year against very challenging targets, the proportions of maximum annual bonuses earned by the Executive Directors were in the range of 26% to 31%. Looking at our long-term performance, the 2009/2010 financial year Performance Share Plan (‘PSP’) awards, which measure performance over the three years ending 30 June 2013, will vest at 100%. Our annualised growth in adjusted EPS over the period was 11% above the movement in the Retail Price Index, which means that the Group achieved the maximum performance requirement, resulting in full vesting. Given the challenging economic conditions and high input costs during this period, the executive management team delivered an exceptional result over this period. remuneration Policy for 2013/14 As reported in last year’s Directors’ Remuneration Report, we undertook a full review of remuneration policy in early 2012, to ensure our policy supports the Group’s new strategy. As a result of this review, we introduced a number of modifications to policy for the year under review, which included seeking and receiving shareholder approval for an amendment to our long- term incentive plan at the 2012 AGM. Given last year’s review, we will not be making substantive changes to our remuneration policy for the current financial year. The Remuneration Committee did review the current policy’s ongoing suitability and concluded that weighting pay towards long-term performance remains appropriate for a growth-focused company. In addition, the current policy worked effectively during 2012/13, in attracting and retaining the high calibre of talent required to deliver our growth strategy. continued overleaf > Genus plc Annual Report 2013 | 61 DiRECTORS’ REmUNERATiON REPORT LETTER fROm ThE ChAiRmAN CONTiNUED The Remuneration Committee also remains comfortable that the current policy does not encourage undue risk taking, as the performance metrics are fully aligned with targeted improvements in the Group’s key performance indicators, incentive pay is subject to clawback provisions and part of the annual bonus must be deferred into the Company’s shares. These features, allied to our share ownership guidelines, ensure that our remuneration policy is aligned with long-term shareholders’ interests. Shareholders’ Views The Remuneration Committee takes an active interest in shareholders’ views and developments in best practice. For example, we introduced part deferral of annual bonus into shares and share ownership guidelines in the year under review, to better align policy with current best practice. The key issue raised around the time of last year’s AGM related to the amendment to our long-term incentive plan. As a result of the feedback we received during a consultation with shareholders, we amended the proposed performance target so that the financial target was subject to a non-financial underpin. This will enable the Remuneration Committee to reduce the vesting result, if progress against the Group’s strategic business targets has been unsatisfactory. The Committee will undertake its next annual review of remuneration in advance of setting remuneration policy for 2014/15. We will continue to take shareholders’ views into account in this and subsequent reviews. On behalf of the Board, I would like to thank shareholders for their continued support. If you wish to contact me in connection with the Group’s senior executive remuneration policy, please email me at remunerationchair@genusplc.com. The Committee looks forward to your support of our remuneration policy at the 2013 AGM. Nigel Turner Senior independent Director and Chairman of the Remuneration Committee This Directors’ Remuneration Report has been prepared so that it complies with the Companies Act 2006 and Schedule 8 of the Large and Medium Sized Companies and Group’s (Accounts and Reports) 2008 Regulations, which set out the disclosures required for directors’ remuneration as at the reporting date, as well as in accordance with the requirements of the Listing Rules and the Financial Conduct Authority. The current legislation requires the auditor to report to the Company’s members on the ‘auditable parts’ of the Directors’ Remuneration Report and to state whether, in their opinion, the parts of the report that have been subject to audit have been properly prepared in accordance with the legislation. We have highlighted the parts of this report which have been audited. The Annual Report on Remuneration sets out what our Directors were paid in respect of the year under review. The Directors’ Remuneration Policy Report sets out the policy that will apply in 2013/14, which is the same broad policy that applied in the year under review and, subject to ongoing review, for subsequent years. The report has been approved by the Board and signed on its behalf by the Chairman of the Remuneration Committee. DiRECTORS’ REmUNERATiON POLiCY REPORT (UNAUDiTED iNfORmATiON) The key objectives of Genus’s Executive remuneration policy are that: • pay should be competitive to ensure that we can recruit and retain the highest calibre individuals; • fixed pay (base salary, pension and benefits) should take account of comparable external median benchmarks and internal pay relativities; • incentive pay (short and long-term incentives) should provide the opportunity to earn upper quartile total remuneration, subject to delivery of our above- market long-term growth aspirations; • incentive pay should be directly linked to the Group’s strategy, with targets relating to our key performance indicators (using non-financial ‘input’ measures and/ or ‘output’ measures such as earnings per share) and should be stretching, in light of our strategic plan; • incentive structures should be simple and easy to understand, with a clear focus on rewarding long- term sustained growth, rather than volatile performance; • remuneration policy should be clearly aligned with shareholders’ interests, take due account of current best practice guidance and not encourage undue risk taking; and • policy principles for Executive Directors should apply to the members of the Genus Executive Leadership Team (‘GELT’), with appropriate tiering through the wider workforce. In applying these principles, the Remuneration Committee is sensitive to institutional investors’ views on the use of benchmark pay data and undertakes benchmarking only periodically. In its use of benchmark pay data, the Committee considers multiple sources, as well as individual performance, calibre and experience, and the Group’s performance. The Committee also considers Group-wide salary budgets and the wider economic environment. 62 | Genus plc Annual Report 2013 R E V i E w S T R A T E G i C C O R P O R A T E f i N A N C A L i G O V E R N A N C E S T A T E m E N T S The table below summarises the main components of Genus’s remuneration policy, which is derived from the above policy principles: Purpose and Link to Strategy Operation maximum Potential Value Performance metrics Base Salary To provide competitive fixed remuneration that will attract and retain key employees and reflect their experience and position in the Group Reviewed annually, with increases effective from 1 July Periodically benchmarked against relevant market comparators, reflecting the size and nature of the role, individual performance and experience, increases awarded to other employees, Group performance and broader economic conditions Benefits To provide competitive benefits and to attract and retain high calibre employees Benefits generally include a car allowance and insured benefits (e.g. life assurance and private medical insurance) Pension To provide a competitive company contribution that enables effective retirement planning Annual Bonus Incentivises achievement of annual objectives which support the Group’s short- term performance goals Only basic salary is pensionable Pension is provided by way of contribution to a personal pension or as a salary supplement in lieu of pension provision Payments under the annual bonus plan are subject to: • compulsory deferral of 25% of any bonus earned into the Company’s shares for a period of three years; and • clawback provisions, which may apply in the event of a material misstatement of the Group’s financial results Salaries for 2013/14 are as follows: • Chief Executive: £516,500 • Group Finance Director: £350,000 None Annual increases are generally consistent with the range awarded across the Group Increases above this level (in percentage of salary terms) may be made in certain circumstances, such as a change in responsibility or a significant increase in the role’s scale or the Group’s size and complexity None The value of insured benefits will vary year on year, based on the cost of providing insured benefits, and is included in the emoluments table on page 69 Salary supplements in lieu of pension are provided to a maximum of 25% of basic salary None 125% of salary Bonus awards are subject to achievement against a sliding scale of challenging financial targets and personal objectives Financial targets linked to the Group’s key performance indicators (e.g. profit and cash generation) govern the majority of bonus payments, with a minority earned based on performance against personal objectives With regard to financial performance targets, bonus is earned on an incremental basis once a predetermined threshold target is satisfied (0% payable) through to a maximum payment for substantial out-performance of the threshold performance targets (100% payable) Genus plc Annual Report 2013 | 63 DiRECTORS’ REmUNERATiON REPORT CONTiNUED Purpose and Link to Strategy Operation maximum Potential Value Performance metrics Performance Share Plan (‘PSP’) PSP incentivises executives to achieve superior returns to shareholders over a three-year period, to retain key individuals and align interests with shareholders 200% of salary Eligibility to receive awards is at the discretion of the Remuneration Committee each year Awards vest three years from grant, subject to continued employment and satisfaction of challenging three-year performance targets Clawback provisions may apply in the event of a material misstatement of the Group’s financial results Awards vest subject to achievement against a challenging sliding scale of financial targets, based on growth in earnings per share. Two separate sliding scales of earnings per share targets currently apply to awards Tier 1 Awards • Chief Executive: 125% of salary • Group Finance Director: 100% of salary 30% of Tier 1 Awards vest at the threshold performance level, through to full vesting for growing earnings per share by at least 11% above RPI Tier 2 Awards • Additional 75% of salary above Tier 1 Awards For vesting to take place in respect of Tier 2 Awards, the Company will need to achieve its stated long-term objective of capturing very significant growth opportunities identified in the animal genetics market. Full vesting of Tier 2 Awards requires earnings per share growth to be at least 20% above RPI The awards are also subject to an underpin that enables the Committee to scale back (but not scale up) vesting, if the Group’s financial performance over the period is not considered reflective of the progress made against its strategic business targets A complete summary of the performance targets for 2013/14 is included on page 71 None None Share Ownership Guidelines To provide alignment between Executives and shareholders A shareholding of 100% of salary is expected to be achieved, through retention of 50% of the net of tax number of vested shares under the Company’s Deferred Share Bonus Plan and PSP. In addition, the Chief Executive will also retain the entire after tax number of Restricted Shares that were granted to him shortly after his appointment (see page 72) 64 | Genus plc Annual Report 2013 Purpose and Link to Strategy Operation maximum Potential Value Performance metrics Non-Executive Directors To provide compensation that will attract high calibre individuals and which reflects their experience and knowledge None The Chairman’s fee is determined by the Committee The Non-Executive Directors’ fees are reviewed periodically by the Board No Directors take part in meetings where their own remuneration is discussed Fees are based on the time commitments involved in each role and the fees paid in other similarly sized UK listed companies Fees are usually reviewed annually Total fees for 2013/14 are as follows: • Non-Executive Chairman: £140,000 • Non-Executive Directors: £50,000 Fees include chairing a committee or any additional time commitments or responsibilities. Any increase in Non-Executive Director fees may be above the level awarded to other employees, given that they may only be reviewed on a periodic basis and taking into consideration the above R E V i E w S T R A T E G i C C O R P O R A T E f i N A N C A L i G O V E R N A N C E S T A T E m E N T S Remuneration Scenarios for Executive Directors The charts below show how the composition of the Executive Directors’ remuneration varies at different levels of performance under the Group’s remuneration policy, as a percentage of total remuneration opportunity and as a total value: Chief Executive £000 Finance Director £000 670 1,410 2,350 2,500 2,000 1,500 1,000 500 420 870 1,470 2,500 2,000 1,500 1,000 500 0 B elo w thresh old Targ et M axi m u m 0 B elo w thresh old Targ et M axi m u m Long-term variable Annual variable Fixed Notes: 1. Chart labels show proportion of the total package comprised of each element of pay 2. Share price growth has been ignored 3. As a proxy for ‘target’ long-term performance, the mid-point of the lower vesting range of EPS targets is assumed to be achieved (EPS growth of RPI + 7.5% p.a.). This level of performance is purely illustrative for the purporses of this chart how Employees’ Pay is Taken into Account When setting the Executive Directors’ remuneration, the Remuneration Committee takes due account of pay structures elsewhere in the Group. For example, the Committee considers the overall salary increase budget and the incentive structures that operate across the Group. The Group HR Director facilitates this process, presenting to the Remuneration Committee on pay structures across the organisation, their effectiveness and how they fit the Group’s Remuneration Policy. Part of this process includes consulting employees on their views of the current policy, which forms part of the feedback provided to the Remuneration Committee and is used by the HR Director to continually assess the policy’s effectiveness. how Executive Directors’ Remuneration Policy Relates to the wider Group The remuneration policy summarised above and described in detail below provides an overview of the structure that operates for the Executive Directors. The same broad structure also operates for the members of GELT. Below GELT, the same remuneration principles continue to apply. However, the structure and quantum of remuneration vary by work level, with the structures informed by the specialist nature of many employees’ roles, as well as market practice and employee feedback. how Shareholders’ Views Are Taken into Account The Remuneration Committee considers shareholder feedback received in relation to the AGM each year and guidance from shareholder representative bodies more generally. This feedback, plus any additional feedback received during meetings with shareholders, is then considered as part of the Company’s ongoing review of remuneration policy. As noted earlier, the key issue raised around the time of last year’s AGM related to the amendment to our long- term incentive plan. As a result of the feedback received during a consultation with shareholders, the Remuneration Committee amended the proposed performance target so that the financial target was subject to a non-financial underpin. This will enable the Committee to reduce the vesting result, if progress against the Group’s strategic business targets has been unsatisfactory. The Remuneration Committee will review remuneration policy for 2014/15 in light of feedback received in relation to the 2013 AGM. The Committee will consult shareholders if any significant policy changes are proposed in the future. Genus plc Annual Report 2013 | 65 DiRECTORS’ REmUNERATiON REPORT CONTiNUED Service Contracts and External Appointments Policy Executive Directors Genus can terminate Executive Directors’ service contracts on one year’s notice, while Executive Directors must give six months’ notice. The contracts do not contain any pre-determined amounts in the event that the Company terminates them. Any payments will reflect the circumstances at the time of termination, taking account of the Executive Directors’ duty to mitigate. There are no enhanced provisions in the event of a change of control. Executive Directors’ contracts of service, which include details of remuneration, will be available for inspection at the AGM on 15 November 2013. Non-Executive Directors All Non-Executive Directors have specific terms of engagement and their remuneration is determined by the Board, taking into account the time they devote to the Company’s affairs. The Non-Executive Directors do not participate in any of the Company’s incentive schemes or pension schemes. Their appointment is for a fixed term of three years and is subject to one month’s notice of termination by either the Company or the Non-Executive Director, and to annual re-election at the Company’s AGM, in accordance with the UK Corporate Governance Code. Specific contracts Details of the Executive Directors’ service contracts and the terms of appointment of the Non-Executive Directors are set out below. Director Executives Karim Bitar Stephen Wilson* John Worby** Non-Executives Bob Lawson Nigel Turner Mike Buzzacott Barry Furr Contract Date Expiry Date 24 May 2011 12 December 2012 25 February 2009 n/a n/a n/a 11 November 2010 16 January 2011 6 May 2012 1 December 2006 10 November 2013 15 January 2014 5 May 2015 30 November 2015 Notice Period (Months) 12 (from Company) 6 (from Executive) 12 (from Company) 6 (from Executive) 12 (from Company) 6 (from Executive) 1 1 1 1 Notes: * Appointed to the Board on 14 January 2013 and became Group Finance Director on 1 March 2013. ** Retired from the Board on 31 March 2013. Outside appointments The Company recognises that Executive Directors may be invited to become Non-Executive Directors of other companies and that this can help broaden the Director’s skills and experience. Upon appointment as Group Finance Director in February 2009, John Worby was permitted to retain his existing Non-Executive Directorships of Cranswick plc and Smiths News plc. John Worby was permitted to retain the associated remuneration of £67,800 in the last financial year up to the date of his retirement. When Stephen Wilson was appointed in January 2013, he was permitted to retain his existing Non-Executive Directorship of Xchanging plc and was permitted to retain the associated remuneration of £23,000 in the period since his appointment. ANNUAL REPORT ON REmUNERATiON (UNAUDiTED iNfORmATiON) The Role of the Remuneration Committee The Company has established a Remuneration Committee (the ‘Committee’) which complies with the UK Corporate Governance Code. The Committee makes recommendations to the Board, within agreed terms of reference, on an overall remuneration package for the Executive Directors and other members of GELT. The Committee’s full terms of reference are available on the Company’s website at www.genusplc.com. The Committee comprises independent Non-Executive Directors Nigel Turner (Chairman), Mike Buzzacott and Barry Furr, and also the Company’s Non-Executive Chairman, Bob Lawson, who was considered by the Board to be independent at the time of his appointment to the Board. None of the Committee members has any personal financial interest (other than as shareholders), conflicts of interests arising from cross-directorships or day-to-day involvement in running the business. The Committee makes recommendations to the Board and no Director plays a part in any discussion about his own remuneration. 66 | Genus plc Annual Report 2013 During the year to 30 June 2013, the Committee met seven times and considered the following matters: • the continuing appropriateness of the remuneration policy and the remuneration arrangements for the Executive Directors and GELT; • salary levels for the Executive Directors and GELT members; • the terms of the 2012/13 Executive Annual Bonus Plan and of the individual bonuses payable in light of the Group’s and individual’s performances in respect of 2011/12; • the individual long-term share incentive awards under the Company’s 2004 Performance Share Plan and 2004 Executive Share Option Plan; • the performance measures and targets to apply to these awards; • testing of the performance conditions and approval of the associated vesting levels of long-term share incentive awards granted in the 2009/2010 financial year; • approving the retirement terms of John Worby; • the remuneration terms of Stephen Wilson on appointment; • the Directors’ Remuneration Report for the financial year ending 30 June 2012; and • the current investor guidelines on executive remuneration. In determining the Executive Directors’ remuneration for the year, the Committee consulted the Chief Executive and the Group Human Resources Director about its proposals, although neither is involved with determining their own remuneration. The Committee also appointed New Bridge Street (part of Aon plc) to provide benchmarking advice on the remuneration packages for the Executive Directors, members of GELT and the Non-Executive Directors. New Bridge Street is a member of the Remuneration Consultants Group and complies with its Code of Conduct. Aon plc acts as insurance broker to the Group. The Committee considered New Bridge Street’s performance during the year, in terms of the quality and independence of its advice, the potential for conflicts of interest (which are actively managed within Aon plc) and its knowledge and understanding of market practice. Having reviewed these factors, the Committee decided to retain New Bridge Street as its advisers. Shareholder Voting at the 2012 AGm At last year’s AGM, the Directors’ Remuneration Report received the following votes from shareholders: For Against Total number of votes 38,010,695 3,695,544 % of votes cast 91.14 8.86 Total number of shares in respect of which votes were validly made 41,706,239 100 Abstentions 770,064 implementation of Policy for 2013/14 (Unaudited information) Base Salary The Committee reviews the Executive Directors’ basic salaries prior to each financial year, taking into account individual and corporate performance, an assessment of comparator companies, wider economic conditions and levels of increases applicable to the Group’s other employees. The Executive Directors’ current salary levels (with effect from 1 July 2013) are as follows: • Karim Bitar: £516,500 (no change from prior year); and • Stephen Wilson: £350,000 (as determined on appointment on 14 January 2013). The Committee determined that no further salary increases would be made to the Chief Executive and Group Finance Director at the 1 July 2013 review. The average salary increase for UK based employees reflects a cost of living adjustment. The salary set on appointment for the Group Finance Director reflected his calibre and experience, and the need to secure an individual with the necessary capabilities to work alongside the Chief Executive, to deliver the anticipated higher rates of growth being targeted from 2014 (as detailed in the Strategic Review). R E V i E w S T R A T E G i C C O R P O R A T E f i N A N C A L i G O V E R N A N C E S T A T E m E N T S When setting pay, the Committee periodically considers external benchmark data for comparable roles in companies of broadly similar size, international scope of operations and complexity. Given there are few direct comparator listed companies, the Committee considers general market data. The Committee is careful in its use of benchmark pay data (for example, it does not target median market positioning for each Executive Director each year) and takes into account a broad range of factors when setting pay, such as the experience, calibre and performance of the individual and salary increases across the Group. Pension and Other Benefits The Executive Directors receive certain benefits-in-kind, principally a car or car allowance, life assurance and private medical insurance. In lieu of company pension contributions, the Company has agreed to pay Karim Bitar and Stephen Wilson a taxable pension allowance of 25% and 15% of basic salary per annum respectively. Performance-Related Annual Bonus The Company bonus scheme for the 2013/14 financial year for its Directors and senior Executives will incentivise and reward the delivery of challenging adjusted profit growth targets (60% of the bonus opportunity) and cash generation (20% of the bonus opportunity) and personal targets (20% of the bonus opportunity). These metrics capture performance against a range of key performance indicators. Profit works as an ‘output’ metric that captures our success against a range of other KPIs, which we assess on an ongoing basis, such as growing volumes and revenue while maintaining appropriate profit levels per transaction and royalty rates. Cash targets measure our success in generating funds to invest in growing the business. Progress with implementing our new strategy forms a central part of the personal performance targets for each position. Genus plc Annual Report 2013 | 67 DiRECTORS’ REmUNERATiON REPORT CONTiNUED For the 2013/14 financial year, the bonus structure will continue to operate on a similar basis to that which operated in 2012/13. Straight line vesting takes place between performance points. Given last year was a record for the Group, and noting the growth premium in this year’s budget compared with last year, this year’s financial targets are considered appropriately demanding. Personal targets are structured to be similarly challenging to our financial targets. They are linked to the successful implementation of elements identified in the strategic review, with the targets being both quantifiable and stretching. Achievement of these targets is central to unlocking the growth potential we are proposing to target through the revisions to our PSP described below. The Annual Report on Remuneration for 2013/14 will include retrospective disclosure of the targets set, subject to the information not being considered seriously prejudicial to the Group. In relation to bonus earned against the targets described above, 25% will be deferred by way of shares for a period of three years and will vest subject to continued employment, other than in certain good leaver circumstances. Deferral ensures there is a continued link between achieving our short-term financial targets and the longer-term delivery of our growth strategy. Clawback provisions apply to the annual bonus, which will enable the Committee to claw back any element of bonuses that should not have been paid, in the event of a material misstatement of the Group’s annual results. The maximum bonus opportunity remains at 125% of salary for the Chief Executive. For the current year, the Group Finance Director will also be subject to a maximum bonus opportunity of 125% of salary. This mirrors the maximum opportunity available at his previous employer and operated from his date of appointment to the Board. The Remuneration Committee therefore considered it appropriate to equalise the bonus potential of the Group’s two lead executives. Long-Term incentives Long-term share awards are granted under the Genus plc 2004 PSP which was amended, following shareholder approval at the 2012 AGM, to enable awards in normal circumstances to be granted at up to 200% of salary. This amendment was described in detail in last year’s Notice of AGM and was made to better align our remuneration structure with our overall remuneration policy and incentivise the delivery of our long-term growth strategy. The changes provided the potential for higher levels of long-term reward, for delivering the higher rates of growth targeted by the Group’s new strategy from 2014. In addition, the primary performance metric, adjusted earnings per share (‘EPS’) growth, was made more challenging through the introduction of a strategic underpin. Under the PSP, incentives can take the form of conditional share awards or nil cost options, with vesting based on achievement against challenging growth in EPS performance, normally tested over a three-year period. 68 | Genus plc Annual Report 2013 Consistent with the awards granted during the year under review, it is anticipated that the awards in 2013/14 will be at 200% of salary for the Chief Executive and 175% of salary for the Group Finance Director. The performance targets anticipated to apply to the awards to be granted this year are as follows: Tier 1 Awards The range of targets anticipated to apply to awards with a value of 125% of salary for the Chief Executive and 100% of salary to the Group Finance Director are: Per annum growth in adjusted EPS* % of award vesting** Per annum growth in adjusted EPS*

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