Globe International Limited
Annual Report 2010

Plain-text annual report

G l a n b i a p l c A n n u a l R e p o r t 2 0 1 0 Glanbia plc Annual Report 20 10 Glanbia plc is an international nutritional solutions and cheese group, headquartered in Ireland. Glanbia is listed on the Irish and London Stock Exchanges (Symbol: GLB). The Group has four segments; US Cheese & Global Nutritionals, Dairy Ireland, Joint Ventures & Associates and Other Business. Including Joint Ventures & Associates, Glanbia has over 4,300 employees worldwide and has manufacturing and processing facilities in seven countries and sales/technical support locations in 14 countries. Get more online For more information on the Group please visit our corporate website: www.glanbia.com This report is also available online: www.glanbia.com/annualreport2010 3 Overview 3 How we did in 2010 4 Our performance 5 Key Performance Indicators 6 Our global footprint 9 How we are structured 12 Group performance Group Managing Director’s review 12 Chairman’s statement 16 20 Our business models 22 Group Finance Director’s review 27 Risk management 31 Our responsibilities 42 Governance 42 Chairman’s introduction to corporate governance 44 Board of Directors and senior management 48 Applying the principles of the Combined Code 54 Other statutory information 57 Committee reports – Audit Committee report – Nomination Committee report – Remuneration Committee report 71 Statement of Director’s responsibilities Further information This symbol is used throughout the report. It is used to cross reference related information elsewhere within the report. Pages 3 to 71 make up the Directors’ Report in accordance with the Companies Acts, 1963 to 2009 10 Our strategy 10 Our strategy 11 Our markets 36 Divisional performance 36 US Cheese & Global Nutritionals 38 Dairy Ireland 40 Joint Ventures & Associates 72 Financial statements Independent auditors’ report 74 76 Group income statement 77 Group statement of comprehensive income 78 Group statement of changes in equity 79 Group statement of financial position 80 Group statement of cash flows 81 Company statement of financial position 82 Company statement of changes in equity 83 Company statement of comprehensive income and statement of cash flows 84 Notes to the financial statements Other information 139 Shareholders’ information 142 Five year trends 143 Index Glanbia had an excellent year in 2010. We achieved strong revenue and earnings growth and our 2010 performance reflects the strength and diversity of our businesses. 3 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: HOW WE DID IN 2010 OVERVIEW OUR PERFORMANCE KEY PERFORMANCE INDICATORS GLANBIA GLOBAL FOOTPRINT HOW WE ARE STRUCTURED How we did in 2010 Our strong performance in 2010 is mainly as a result of a return to profitability in Dairy Ingredients Ireland after a first time loss in 2009 and a good performance by the Global Nutritionals business which grew revenue well in excess of market growth rates. Total Group* revenue Strong top line revenue growth was driven by good volume growth in Global Nutritionals and the positive impact of higher US cheese and global dairy markets during the year. 21.4% Adjusted earnings per share 24.1% 2009 2010 € billion 2.1 2.6 Adjusted earnings per share was significantly ahead of 2009 and follows the strong positive trends in growth in revenue and EBITA. 2009 2010 30.68 38.07 cents per share Total Group* EBITA pre exceptional 21.6% Dividend per share A good performance by Global Nutritionals, a return to profitability in Dairy Ingredients Ireland and the benefits of significant cost rationalisation in Dairy Ireland underpinned the increase in EBITA. 2009 2010 € million 142.4 173.2 The Board is recommending a final dividend of 4.49 cents per share. This brings the total dividend for the year to 7.52 cents per share (2009: 6.84 cents per share), an increase of 10%. 10% 2009 2010 cents per share 6.84 7.52 Total Group* EBITA margin pre exceptional EBITA margin sustained during 2010. This reflects margin expansion in Dairy Ireland offset by a margin reduction in US Cheese & Global Nutritionals. 2009 2010 % 6.7 6.7 Free cash flow The minimal movement in free cash flow arose as the higher EBITDA in 2010 was offset by year on year investment in working capital due to strong volume growth in Global Nutritionals and higher global dairy and US cheese markets. €0.6m 2009 2010 € million 66.1 65.5 * Total Group figures include share of Joint Ventures & Associates FOCUS DELIVERY MOMENTUM 4 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: HOW WE DID IN 2010 OVERVIEW OUR PERFORMANCE KEY PERFORMANCE INDICATORS OUR GLOBAL FOOTPRINT HOW WE ARE STRUCTURED Our performance The Group achieved a first class operational performance in 2010. Key achievements for the year include the 40% expansion of Southwest Cheese in the USA and the major planned refurbishment of the Twin Falls cheese plant in Idaho; both delivered on time and on budget. In addition, strategic cost management programmes delivered targeted cost savings, process re-engineering and productivity benefits. Total Group revenue € billion Group EBITA pre exceptional € million US Cheese & Global Nutritionals 40% Dairy Ireland 44% Joint Ventures & Associates 16% Total: €2.6 billion US Cheese & Global Nutritionals Dairy Ireland US Cheese is one of the leading producers of American-style cheddar cheese for the US and export markets from its large scale manufacturing facilities in Idaho. Global Nutritionals operates from facilities in the USA, Canada, EU and Asia and incorporates the Group’s three nutritionals businesses – Ingredient Technologies, Customised Premix Solutions and Performance Nutrition. Dairy Ireland links the Group’s relationship with its Irish farmer supplier base. Agribusiness produces and supplies inputs to farmers who produce the key raw material for both Dairy Ingredients Ireland and Consumer Products. Dairy Ireland has well invested facilities serving global and local markets. US Cheese & Global Nutritionals 60% Dairy Ireland 28% Joint Ventures & Associates 12% Total: €173.2 million Joint Ventures & Associates Glanbia has three principal international joint ventures – Southwest Cheese in the USA, Glanbia Cheese in the UK and Nutricima in Nigeria – as well as a number of smaller Irish based joint ventures and associates. €1 billion revenue €104.5 million EBITA 10.2% EBITA margin 1,570 employees €1.1 billion revenue €47.9 million EBITA 4.2% EBITA margin 1,682 employees €417 million revenue €21.6 million EBITA 5.2% EBITA margin 1,002 employees 13 manufacturing/processing locations 8 manufacturing/processing locations 6 manufacturing/processing locations 2010 performance and 2011 outlook Business model 36 20 2010 performance and 2011 outlook Business model 38 21 2010 performance 40 FOCUS DELIVERY MOMENTUM 5 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: HOW WE DID IN 2010 OVERVIEW OUR PERFORMANCE KEY PERFORMANCE INDICATORS OUR GLOBAL FOOTPRINT HOW WE ARE STRUCTURED Key Performance Indicators We use a large number of performance indicators to measure financial and operational activity across the Group. These are monitored on a daily, weekly or monthly basis as appropriate. Detailed management reports for each division are reviewed monthly by the Board. We have six Key Performance Indicators (KPIs) which we use to measure the financial health of the business over the longer-term and to monitor progress in achieving our strategic priorities. Total Group revenue € billion Adjusted earnings per share cents per share 2006 2007 2008 2009 2010 2.1 2.1 2.6 2.6 2.6 2006 2007 2008 2009 2010 23.89 30.25 35.86 30.68 38.07 Total Group EBITA € million Free cash flow € million 95.5 128.6 24.3 2006 2007 50.5 2011 outlook The Group is well positioned for 2011. Our current expectation is that the trading environment will be broadly positive. Global dairy markets are expected to remain firm, underpinned by robust demand, particularly from Asia, and demand-led growth in key nutritional sectors. In January 2011 we acquired the Bio-Engineered Supplements and Nutrition (BSN) business, a leading US sports nutrition business which is an excellent strategic fit with our Performance Nutrition business. For 2011, given our strong market positions and growing portfolio, we are forecasting 11% to 13% growth in adjusted earnings per share, on a constant currency basis. 75.8 66.1 65.5 12.5 15.5 15.3 11.2 12.9 2006 2007 2008 2009 2010 159.5 2008 142.5 2009 173.2 2010 Total Group EBITA margin % ROCE % 2006 2007 2008 2009 2010 4.5 5.0 2006 2007 2008 2009 2010 6.1 6.7 6.7 FOCUS DELIVERY MOMENTUM 6 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: HOW WE DID IN 2010 OVERVIEW OUR PERFORMANCE KEY PERFORMANCE INDICATORS OUR GLOBAL FOOTPRINT HOW WE ARE STRUCTURED Our global footprint We have a strong global presence in key food markets and sectors around the world. The Group has manufacturing operations in seven countries, sales and technical support locations in 14 countries and our products are sold to over 130 countries worldwide. North America Leading American-style cheddar cheese business (including 50:50 joint venture) Leading US sports nutrition business Global supplier of whey protein isolates Global supplier of micronutrient premixes and solutions Largest North American processor of speciality flaxseed ingredients US innovation centre and customer collaboration centre 12 manufacturing/processing locations 6 sales and technical support locations 1 innovation and customer collaboration centre 120+ export/distribution markets 1,527 employees South America Key export markets and opportunity: • Performance Nutrition products • US Cheese products • Dairy Ingredients from Ireland • Speciality flaxseed ingredients 1 sales and technical support location 54 employees Sales/technical support locations Manufacturing & processing and sales/technical support locations Export/product distribution locations FOCUS DELIVERY MOMENTUM 7 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: HOW WE DID IN 2010 OVERVIEW OUR PERFORMANCE KEY PERFORMANCE INDICATORS OUR GLOBAL FOOTPRINT HOW WE ARE STRUCTURED Ireland Glanbia plc head office Global Nutritionals main office Group innovation centre Largest dairy processor and cheese producer Market leadership positions across the Irish grocery market Leading feed milling, grain processing and farm inputs supplier 8 manufacturing/processing locations 3 sales and technical support locations 1 innovation centre 51 Agribusiness branches 50+ export markets 1,870 employees Asia Pacific Key export markets and growth opportunity: • Performance Nutrition products • US Cheese products • Dairy Ingredients from Ireland Premix manufacturing facility in Suzhou, China 1 manufacturing facility 5 sales and technical support locations 36 employees Europe Global supplier of micronutrient premixes and solutions Leading European pizza cheese manufacturer; 50:50 joint venture 4 manufacturing/processing locations 5 sales and technical support locations 30+ export/distribution markets 481 employees Africa Supplier of consumer dairy products; 50:50 joint venture in Nigeria Export market for Dairy Ingredients Ireland 2 manufacturing/processing locations 1 sales and technical support location 345 employees FOCUS DELIVERY MOMENTUM 8 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: HOW WE DID IN 2010 OVERVIEW OUR PERFORMANCE KEY PERFORMANCE INDICATORS OUR GLOBAL FOOTPRINT HOW WE ARE STRUCTURED 5.8 billion litres of milk processed 9% 477,000 tonnes of cheese produced 8% US Cheese & Global Nutritionals US Cheese & Global Nutritionals Dairy Ireland Joint Ventures & Associates Dairy Ireland Joint Ventures & Associates 262,000 tonnes of dairy-based ingredients manufactured 17% US Cheese & Global Nutritionals Dairy Ireland Joint Ventures & Associates Momentum Global Nutritionals is the fastest growing business unit in the Group, driven in particular by the momentum in Performance Nutrition. This was established in 2008 with the acquisition of Optimum Nutrition in the USA and today ON is a leading sports nutrition brand in 20 countries. Performance Nutrition: 2010 performance and 2011 outlook 37 FOCUS DELIVERY MOMENTUM 9 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: HOW WE DID IN 2010 OVERVIEW OUR PERFORMANCE KEY PERFORMANCE INDICATORS OUR GLOBAL FOOTPRINT HOW WE ARE STRUCTURED How we are structured Joint Ventures & Associates Glanbia has three principal international joint ventures Divisional performance and outlook 40 Southwest Cheese Southwest Cheese operates one of the largest natural American-style cheddar cheese and high- protein whey processing facilities in the USA. Glanbia Cheese Glanbia Cheese is a leading supplier of mozzarella cheese for the European pizza market. Nutricima Nutricima is developing a portfolio of branded milk powder-based products for the Nigerian market. US Cheese & Global Nutritionals Business model Divisional performance and outlook 20 36 US Cheese US Cheese is a leading producer of American- style cheddar cheese. Ingredient Technologies Ingredient Technologies is a business-to-business nutritional ingredients solutions development and marketing business. Performance Nutrition Performance Nutrition is a business-to-consumer manufacturer and marketer of performance nutrition and health & wellness products. Customised Premix Solutions Customised Premix Solutions is a business-to-business premix (vitamins and minerals) solutions provider. Dairy Ireland Business model Divisional performance and outlook 21 38 Dairy Ingredients Dairy Ingredients is the largest dairy business in Ireland, processing approximately 25% of the Irish milk pool and 40% of the Irish whey pool. Consumer Products Consumer Products is one of the largest branded food suppliers in the Irish grocery sector. Agribusiness Agribusiness produces and retails a large range of farm inputs to the Group’s Irish farmer supplier base in Ireland. FOCUS DELIVERY MOMENTUM 10 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: OUR STRATEGY OUR STRATEGY OUR MARKETS Our strategy In recent years we significantly restructured the Group and re-orientated our business strategy. Our goals are to diversify earnings, improve operating margin and deliver earnings growth. On this journey we built strong organisational capability in world-class manufacturing, science-based innovation in product and solutions development and acquisitions delivery. We also established new scale businesses with leading market positions in high growth sectors. Vision Key performance indicators Strategic priorities 2011 business focus To be the leading global nutritional solutions and cheese group • Revenue • EBITA • EBITA margin • Adjusted earnings per share • Free cash flow • Return on capital employed • Align to key customers and markets • First class science- based innovation • Effective risk and capital management • Operational excellence and strategic cost management • Successful integration of BSN acquisition • Achieve organic growth plans across each business unit • Deliver Group results in line with market expectations • Continue to develop our people and organisational capability • Review of Group financing facilities BSN acquisition On 19 January 2011, we announced the acquisition of the Bio-Engineered Supplements and Nutrition (BSN) business. For more information: Chairman's Statement 12 or go online www.glanbia.com/media www.bsnonline.net FOCUS DELIVERY MOMENTUM 11 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: OUR STRATEGY OUR STRATEGY OUR MARKETS Our markets Global dairy markets were positive for most of 2010. Fundamental to the relative stability in dairy pricing was continued strong demand in Asia, particularly China and re-emerging demand from Russia. For 2011, global dairy markets are forecast to remain firm, underpinned by robust demand particularly from emerging markets and China. 2010 overview US Cheese & Global Nutritionals Dairy Ireland In the first half of 2010 global milk supply lagged growing international demand, which was driven by developing economies. Supply increased somewhat in the second half and dairy markets absorbed the increase in milk production with relatively limited price fluctuations. A further boost to dairy markets (and more specifically to EU markets) was the controlled management of the release of intervention stocks into the market, at prices closely aligned to prevailing markets. During the year dairy farm incomes across the globe did recover from the prior year as higher dairy commodity prices were reflected at the farm gate. As the bulk of output of the Irish dairy industry is exported, the key market dynamic impacting the performance of Dairy Ingredients Ireland is the global dairy market, which also indirectly impacts the performance of Agribusiness as a supplier of key farm inputs to Irish farmers. Dairy Ingredients Ireland benefited from the improvement in global dairy markets in 2010 despite higher input costs. This performance is expected to be sustained in 2011, based on the current positive outlook for global dairy markets. With improving farm incomes, demand for Agribusiness farm inputs was good in 2010 but price competition was a significant feature of the trading environment. These trading conditions are expected to prevail again in 2011. The trading environment for the Consumer Products business was impacted by a combination of local factors in the Irish retail market and the indirect impact of global dairy markets on input costs. The environment for Consumer Products was very challenging in 2010. Irish consumers remained very cautious as a consequence of the difficult economic situation. This was reflected in their food shopping behaviour, creating a further market shift towards value and promotional deals and a channel shift away from convenience shopping. The trading environment is expected to remain challenging in 2011. In 2010, a combination of market factors influenced the performance of the US Cheese business. In the first half, a milk deficit existed in Idaho leading to tight supply conditions. While US cheese market prices recovered to reach historical average levels, they did not achieve the equivalent price increases of other dairy products. Tight supply and competition with other dairy product classes gave rise to a situation where payment of milk premiums was required to secure supply. As the year progressed, US cheese prices became volatile with prices trading higher than expected in the third quarter but declining steadily in the fourth quarter. A significant cheese price rally began in early 2011 and has continued year to date. There are a number of variables that could impact the sustainability of this rally but US domestic demand is solid and export demand is strong. Milk supply continues to be tight in Idaho and as a result milk price competition is expected to be a feature of 2011. There was strong global demand for whey in 2010. This growth was underpinned by structural market changes such as an increased focus on health & wellness, a growing understanding of the link between diet and exercise to weight management and active ageing, a greater emphasis on healthier and more nutritious food options in convenient formats and strong demand from Asia and developing economies. Demand was strong across all key nutritional sectors including performance and sports nutrition, protein fortification and new products for mainstream bars and beverages. Good demand and tight supply drove whey prices up in 2010 and the market is expected to continue to be firm throughout 2011. FOCUS DELIVERY MOMENTUM 12 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S STATEMENT GROUP PERFORMANCE GROUP MANAGING DIRECTOR’S REVIEW OUR BUSINESS MODELS GROUP FINANCE DIRECTOR’S REVIEW RISK MANAGEMENT OUR RESPONSIBILITIES Chairman's statement Liam Herlihy Chairman Results and dividends Glanbia had an excellent year in 2010. The key characteristics underpinning the Group’s strong performance were a welcome recovery in global dairy markets after an unprecedented 2009 and good demand in key nutritional markets. Overall we delivered good growth in revenue and earnings. Adjusted earnings per share increased 24.1% to 38.07 cents per share (2009: 30.68 cents per share) driven mainly by the improved performance of Dairy Ingredients Ireland and strong organic revenue growth in Global Nutritionals. Subject to approval at the Annual General Meeting (AGM) dividends will be paid on 20 May 2011 to shareholders on the register of members as at 8 April 2011. Irish withholding tax will be deducted at the standard rate where appropriate. Glanbia has a 10 year record of steady dividend increases and the Group continued its progressive dividend policy in 2010 with a 10% increase in total dividend for the year, compared with a 5% increase in 2009. The Group will hold its AGM on Wednesday, 11 May 2011 in Lyrath Estate Hotel, Kilkenny. On the same day Glanbia will issue an Interim Management Statement in accordance with the reporting requirements of the EU Transparency Directive. The Board is recommending a final dividend of 4.49 cents per share (2009: final dividend 3.95 cents per share). This brings the total dividend for the year to 7.52 cents per share (2009: 6.84 cents per share). Total Group EBITA analysis €142.4m Recovery in pricing for Dairy Ingredients Ireland Cost savings in Dairy Ireland Volume growth in Global Nutritionals Higher milk costs Higher operating costs in US Cheese & Global Nutritionals – investment in resources (people, services, brand) Price competition in Consumer Products n o i l l i m € 180 160 140 120 100 80 60 40 20 0 21.6% €173.2m 2009 2010 FOCUS DELIVERY MOMENTUM “Whileour2010resultsclearlybenefitedfromamorefavourabletradingenvironmentcomparedwithaverydifficult2009,theyalsoreflectaverystrongoperationalperformanceacrosstheGroup.” 13 GLANBIA PLC ANNUAL REPORT 2010      DIRECTORS' REPORT: CHAIRMAN’S STATEMENT GROUP PERFORMANCE GROUP MANAGING DIRECTOR’S REVIEW OUR BUSINESS MODELS GROUP FINANCE DIRECTOR’S REVIEW RISK MANAGEMENT OUR RESPONSIBILITIES Customer collaboration centre In 2009, Global Nutritionals opened a customer collaboration  centre in Idaho, USA to support the activities of the Group's main  innovation centre in Ireland. This centre comprises a full-scale  applications laboratory for beverages and bars and a processing  laboratory and separate facilities to run bench-top experiments  such as blending and texture analysis. The centre allows us  to work side-by-side with customers to develop nutritional  solutions and is a great catalyst for exploring and acting on  new product concepts. Collaboration has already contributed  to building joint development plans with key customers,  supporting business growth.  Board changes There were a number of Board changes  during the year. John Fitzgerald retired as a  non-executive Director and vice-Chairman  of the Board. He was replaced by Brendan  Hayes as a member of the Board. Martin  Keane was elected vice-Chairman of the  Board. Christopher Hill and Nicholas  Dunphy also retired this year as non- executive Directors and were replaced  by John Murphy and Michael Keane. All  appointments and retirements to the Board  were made on 29 June 2010. I would like  to thank retiring Board members for their  contribution to Glanbia and to welcome  Brendan, Michael and John to the Glanbia  Board and wish them every success. Proposed disposal of the Irish Dairy and Agri businesses Following an approach from Glanbia   Co-operative Society Limited (“the  Society”), the Group’s 54.5% shareholder,  on 20 April 2010, Glanbia announced a  proposal to dispose of its Irish Dairy and  Agri businesses to the Society.  The transaction was conditional in the first  instance upon the approval of the members  of the Society. At a special general meeting  on 10 May 2010 the required approval of  the Society members was not achieved and  therefore the transaction did not proceed.  It is important to stress that neither the  Society nor the Board and management  undertook this process lightly. While  the outcome was a disappointment, it is  gratifying to see that as the transaction was  progressing it was business as usual for the  Group and the proposal was addressed  without impacting business performance  for the year. Glanbia believes that this project is unlikely  to be re-visited by the Society in the  medium term. The significant improvement  in global dairy markets has shifted the focus  of Society members to dairy expansion  opportunities in a post EU milk quota  environment in 2015.  Full details of the Group’s performance Group Managing Director’s review Finance Director’s review Divisional performance 16 22 36 Adjusted earnings per share Total dividend per share 24.1% 10% 2009 2010 30.68 38.07 2009 2010 cents per share cents per share 6.84 7.52 FOCUS  DELIVERY  MOMENTUM 14 GLANBIA PLC ANNUAL REPORT 2010      DIRECTORS' REPORT: CHAIRMAN’S STATEMENT GROUP PERFORMANCE GROUP MANAGING DIRECTOR’S REVIEW OUR BUSINESS MODELS GROUP FINANCE DIRECTOR’S REVIEW RISK MANAGEMENT OUR RESPONSIBILITIES Events since year-end Acquisition of Bio-Engineered Supplements and Nutrition (BSN) On 19 January 2011, Glanbia  announced the acquisition of  the BSN business for a total  consideration of $144 million (€108  million). BSN significantly enhances  and extends Glanbia’s Performance  Nutrition portfolio and continues  to develop Glanbia in line with  its growth strategy. The business  was acquired on a debt free basis  and was funded through Glanbia’s  existing banking facilities. BSN is  a leading developer, provider and  distributor of nutritional products  and builds on the Group’s scale  position in the attractive, high  growth, higher margin, sports  nutrition sector. The integration of  this business is progressing well  and it is expected to be earnings  enhancing in 2011. Southwest Cheese, USA Along with acquisition capability, the  development of our Southwest Cheese joint  venture is another strong example of one  of the Group’s core competencies. In 2004,  we formed a 50:50 joint venture partnership  with The Greater Southwest Agency. The  structure of this partnership is that Glanbia  built the plant and is responsible for running  the business and selling the cheese and  whey products manufactured, while our  partner ensures that the facility has a secure  milk supply. In 2005 and 2006 a $200 million  plant was built and commissioned on time  and on budget by the Glanbia team. In  2007 and 2008 production ramped-up to  full capacity. During 2009 and 2010 a 40%  expansion of production capacity, costing  $90 million was approved, built and fully  commissioned by Glanbia; again on time  and on budget. Southwest Cheese is now  one of the largest cheese and high protein  whey processing facilities in the USA;  processing approximately 4.6 million litres of  milk per day and producing approximately  500 tonnes of cheese per day.  FOCUS  DELIVERY  MOMENTUM 15 GLANBIA PLC ANNUAL REPORT 2010      DIRECTORS' REPORT: CHAIRMAN’S STATEMENT GROUP PERFORMANCE GROUP MANAGING DIRECTOR’S REVIEW OUR BUSINESS MODELS GROUP FINANCE DIRECTOR’S REVIEW RISK MANAGEMENT OUR RESPONSIBILITIES Governance highlights Committed to good governance Glanbia’s strong commitment to  high standards of conduct and good  governance is set out in the corporate  governance section of this report. This  year we made a number of enhancements  to increase transparency and improve  shareholder understanding of the Group.  Enhancements include more detail on  our governance and risk framework and  enhanced Committee reports.  Key governance milestones for 2010 include; • Approval of the 2011-2013 business plan and objectives; and • Independent process with good governance structures in place to review and progress the proposal by Glanbia Co-operative Society Limited to acquire the Group’s Irish Dairy and Agri businesses, and post the conclusion of this process demonstrating that Glanbia is a strong organisation, ensuring all parties are fully committed to driving the business forward for all stakeholders; • Detailed review of all US businesses and site visits to US Cheese in Idaho, Performance Nutrition in Chicago and the Southwest Cheese joint venture in New Mexico; • Continuing to develop Glanbia in line with the Group’s growth strategy through progression of a strategic acquisition in Performance Nutrition finalised in January 2011. The Board’s 2011 objectives and targets are set out in the section: Chairman's introduction to corporate governance. For more information see   corporate governance  42 US Cheese awards A selection of our 2010 awards Outlook Across the Group, we won a number of  prestigious awards during the year: • Dairy Ingredients Ireland was recognised as ‘Innovation Exporter of the Year’ by the Irish Exporters Association for its successful commercialisation of the specialist milk protein product Solmiko; • Consumer Products was the first Irish business to be awarded a multi-site award for IS 16001 energy management; • Glanbia Ingredient Technologies was voted best overall supplier in the category of whey by Food Processing magazine readers and the best overall supplier of whey protein and hydrolysates by Wellness Food magazine readers; establishing the business as the preeminent supplier in this category; and • Performance Nutrition, through its ON brand, won four prestigious industry awards for best protein powder, best supplement, best new supplement and best brand. The Group is well positioned for 2011.  Our current expectation is that the  trading environment for 2011 will be  broadly positive. Global dairy markets are  expected to remain firm, underpinned  by robust demand, particularly from Asia,  and demand-led growth in key nutritional  sectors. In January 2011 we acquired BSN,  a leading US sports nutrition business  which is an excellent strategic fit with our  Performance Nutrition business. For 2011,  given our strong market positions and  growing portfolio, we are forecasting 11%  to 13% growth in adjusted earnings per  share, on a constant currency basis. Liam Herlihy Chairman  US Cheese, including Southwest  Cheese, won 11 medals at the US  Cheese Championships, including four  gold medals.  Pictured left to right: Dave Perry, Rudy Jozelic, John Lanigan, Tim Hesby, Jake Dorman and Oscar Salinas. Further information Our responsibilities 32 FOCUS  DELIVERY  MOMENTUM 16 GLANBIA PLC ANNUAL REPORT 2010      DIRECTORS' REPORT: CHAIRMAN’S STATEMENT GROUP PERFORMANCE GROUP MANAGING DIRECTOR’S REVIEW OUR BUSINESS MODELS GROUP FINANCE DIRECTOR’S REVIEW RISK MANAGEMENT OUR RESPONSIBILITIES Group Managing Director’s review John Moloney Group Managing Director “Wehavestrongbusinesses bothinIrelandand internationallyandawell establishedstrategy.2010 wasanexcellentyearof growthanddeliveryfor theGroup.” Growth and delivery 2010 performance highlights We delivered a strong set of results in 2010 and it is important to recognise how Glanbia has evolved over the last five years. The focus on nutrition, together with a more informed and interested consumer in aspects of health, wellness and diet, is a key global trend. Since 2006, we have invested a significant amount in developing three platforms for growth in Nutritionals. This has significantly changed our business profile and product portfolio. This has delivered good compound annual growth rates in revenue and EBITA and has driven our EBITA margin up 220 basis points to 6.7% by the end of 2010. • Our Dairy Ingredients Ireland business, which is the largest integrated dairy processor in Europe, returned to profitability after a first time loss in 2009; • Our Global Nutritionals business continued to expand and delivered strong organic revenue growth, that significantly outpaced market growth rates; • We developed our US cheese position with the 40% production capacity expansion of our joint venture in New Mexico, making this plant one of the largest cheese processing facilities in the USA. This project was executed on time and on budget; • Across the Group a first-rate operational performance was achieved including a major planned refurbishment of the Twin Falls plant in Idaho, the first extended stoppage in over 15 years; • Our business in Asia grew strongly in 2010 with exports from US Cheese, Global Nutritionals and Dairy Ingredients Ireland. This region is a key focus for future development; • We continued our focus on strategic cost management to ensure our Irish businesses are on a more sustainable cost base; • We delivered excellent financial results with significant growth momentum in the business. In 2010, total Group revenue increased 21.4%, total Group EBITA increased 21.6% and the Group’s EBITA margin pre exceptional sustained at 6.7%; and • Since year-end we strengthened our Performance Nutrition portfolio in the fast growing, high margin, sports nutrition sector through the acquisition of BSN. Transformational Growth Total Group EBITA margin % 5% CAGR in total Group revenue from 2006 to 2010 16% CAGR in total Group EBITA from 2006 to 2010 10% CAGR in total Group EBITA margin from 2006 to 2010 €476 million five year acquisition cost and strategic capital expenditure % 14 12 10 8 6 4 2 0 FOCUS  DELIVERY  MOMENTUM US Cheese & Global Nutritionals Total Group Joint Ventures & Associates Dairy Ireland 2006 2007 2008 2009 2010 17 GLANBIA PLC ANNUAL REPORT 2010      DIRECTORS' REPORT: CHAIRMAN’S STATEMENT GROUP PERFORMANCE GROUP MANAGING DIRECTOR’S REVIEW OUR BUSINESS MODELS GROUP FINANCE DIRECTOR’S REVIEW RISK MANAGEMENT OUR RESPONSIBILITIES Innovation The Group’s main innovation centre, is in Ireland. We have a second innovation  and customer collaboration centre in the USA and both offer key strategic  points of differentiation in areas such as: • New ingredient development in protein • Clinical research into muscle physiology, solutions and mineral premixes; • Nutrient profiling through scientific analysis; • Applications research in nutritional bars, Ready-to-Drink beverages, Ready-to- Mix beverages and product prototypes; bone health, weight management, immune health and vascular health; and • Intellectual property where we develop patented technology to protect nutritional and functional research discoveries. The Glanbia team The quality of our people continues to  be a core strength for Glanbia and I am  delighted that we have further enhanced  our capabilities in many parts of our  business. In 2010, we invested in operations  and supply chain management, marketing,  research and development, enhanced  technical services for customers and risk  management services to suppliers.  We also instigated a series of changes to  the leadership organisation across the  Group. This included the formation of a  Group Operating Executive which includes  the Office of the Group Managing Director  and executive Directors, with support  from Group Secretariat and Group Human  Resources and Operations Development.  The Group Management Committee brings  together Chief Executive Officers from  the business units as well as the Group  Operating Executive.  The Group Senior Leadership Team includes  the Group’s Operating Executive and  Management Committee and business  unit senior management teams and Group  function heads. This brings together  experienced senior leadership from across  the Group to drive the business forward to  achieve our vision and strategic objectives. Our 2010 results were excellent. This is due  to the strong performance of management  and all our employees who have been  building the Glanbia business year by year.   In 2010, everyone worked extremely hard  and gave enormous commitment to the  Group. I would like to thank them for their  skill and effort. Proposed disposal of the Irish Dairy and Agri businesses This time last year the Group was reviewing  the proposal of Glanbia Co-operative  Society Limited (“the Society”) to acquire  our Irish Dairy and Agri businesses. This  transaction did not proceed as it did not  receive the required approval of Society  members. This was a disappointing  outcome at the time, however, our  performance this year clearly demonstrates  that Glanbia is a strong organisation with  excellent businesses both in Ireland and  internationally. We have a well established  strategy that continues to deliver growth  and opportunity. Further information Governance and risk framework Our responsibilities Dairy Ireland 42 32 38 FOCUS  DELIVERY  MOMENTUM 18 GLANBIA PLC ANNUAL REPORT 2010      DIRECTORS' REPORT: CHAIRMAN’S STATEMENT GROUP PERFORMANCE GROUP MANAGING DIRECTOR’S REVIEW OUR BUSINESS MODELS GROUP FINANCE DIRECTOR’S REVIEW RISK MANAGEMENT OUR RESPONSIBILITIES US Dairy Sustainability Committee Glanbia is a member of the US  Dairy Sustainability Committee  set up by the Innovation Centre  for US Dairy. The Committee’s  objective is to show industry  stakeholders and interested  parties progress towards the   goal of ‘reducing greenhouse   gas emissions (GHG) for fluid  milk by 25% by the year 2020’.  More than 500 dairy stakeholders  – including environmental,  academic and scientific experts  are working on 10 projects that  aim to capitalise on opportunities  for efficiency and innovation  across the value chain which will  help to reduce emissions and  build real business value.  FOCUS  DELIVERY  MOMENTUM Energy management is one  example which aims to reduce  energy use and GHG emissions  on farms, in processing plants  and in the transport and  distribution of milk and dairy  products. Research is also being  focused on reducing GHG  emissions in areas such as feed  production, packaging and  processing. We are working to  ensure that Glanbia is engaged  with industry effort and this is how  we can have the greatest impact  on helping to reduce the carbon  footprint of dairy products in   the USA.  Further information:  US Cheese & Global Nutritionals 36 Download the report at   www.usdairy.com/ sustainability 19 GLANBIA PLC ANNUAL REPORT 2010      DIRECTORS' REPORT: CHAIRMAN’S STATEMENT GROUP PERFORMANCE GROUP MANAGING DIRECTOR’S REVIEW OUR BUSINESS MODELS GROUP FINANCE DIRECTOR’S REVIEW RISK MANAGEMENT OUR RESPONSIBILITIES Consumer Products logistics award Consumer Products supply chain has won  a prestigious environmental award from  the Irish Chartered Institute of Transport  and Logistics. This peer reviewed award  is in recognition of the work conducted  on implementing a best in class transport  routing and scheduling system in the  chilled distribution business. It is a  world class system that takes customer  requirements, adds in any over-riding  delivery constraints and optimises the  transport costs via construction of   logical routes.  This award recognises the positive impact  on carbon emissions that optimal routes  and schedules can play in reducing  carbon footprint. The green agenda  is now part of Consumer Products  corporate and social responsibility policy.  Consumer Products also made the final  nominations in the category of “Supply  Chain Integration” for their work on  network modelling.  Our strategy Glanbia is organised around two different  business models, one for the US Cheese  & Global Nutritionals division and one for  the Dairy Ireland division. These business  models are strategically aligned to and  strengthened by our key joint ventures in  the USA, the UK and Nigeria. In this report  we have set out our group strategy, our  KPIs, our business models and our business  priorities in 2011. Maximising our performance and delivering  our strategic objectives requires us to  allocate our resources, people and capital  to business segments where the growth  potential and capability to deliver is  greatest. For Glanbia this means driving the  Global Nutritionals business forward and  this is at the core of our growth strategy. We  have successfully developed our Global  Nutritionals business in the last five years  through organic growth and acquisition.  Our objective this year is to integrate BSN  into our Performance Nutrition business  and drive the ON and BSN brands forward,  particularly internationally. On a proforma  2010 basis, including the acquisition of  BSN, Global Nutritionals now represents  approximately 23% of total Group revenue,  inclusive of Joint Ventures & Associates.  It is a scale business, with well developed  science-based innovation capability and  leading market positions.  FOCUS  DELIVERY  MOMENTUM In our US Cheese business, combined with  our Southwest Cheese joint venture, we have  world class capability in cheese processing  and are one of the largest manufacturers  of American-style cheddar cheese in the  USA, processing 3.6 billion litres of milk  and producing 379,000 tonnes of cheese in  2010. Our cheese business gives us access  to a large, high quality whey pool, which  underpins our Ingredient Technologies  business within Global Nutritionals.  In addition, we have substantial businesses  in Ireland, which are operationally excellent  and well invested. We have leading brands  in our Consumer Products and Agribusiness  portfolios. Through disciplined strategic  cost saving programmes in recent years  we have put the Dairy Ireland division on  a more sustainable and competitive cost  base. This is vital as our Dairy Ingredients  Ireland business exports to more than 50  countries world-wide. Within Dairy Ireland  there is considerable work underway  to assess the potential of milk output  expansion which can occur when EU milk  quotas are eliminated in 2015. It is early  days in this process but opportunities do  exist for business growth and development. Summary Our strategy is clear and consistent. It is  to deliver attractive and growing returns  to shareholders, excellent solutions and  service to our customers, value adding  routes to market for our milk suppliers  and to provide rewarding careers to our  employees.  We have growth opportunities across our  portfolio, particularly in our US Cheese &  Global Nutritionals division. We have great  people and a range of competencies that  ensure we are well positioned to continue  to grow and develop the Group. We look  forward to the future with confidence. Further information Our strategy Our business models 10 20 John Moloney Group Managing Director 20 GLANBIA PLC ANNUAL REPORT 2010      DIRECTORS' REPORT: CHAIRMAN’S STATEMENT GROUP PERFORMANCE GROUP MANAGING DIRECTOR’S REVIEW OUR BUSINESS MODELS GROUP FINANCE DIRECTOR’S REVIEW RISK MANAGEMENT OUR RESPONSIBILITIES US Cheese & Global Nutritionals business model We have successfully grown our US Cheese & Global Nutritionals businesses and there are further strategic opportunities to continue to expand in our areas of focus. This is underpinned by strong structural market drivers, growing global demand for nutritional products and increased consumer awareness of the link between diet, exercise and health & wellness. All elements of this business have the ability to develop on a global basis. Performance Nutrition Global Nutritionals Customised Premix Solutions Ingredient Technologies US Cheese Large captive whey pool e t a r n o i t a v o n n i g n i s a e r c n I s e t a r h t w o r g t e k r a m g n o r t S i i n g r a m r e h g h e l b a n a t s u S i Glanbia’s US Cheese & Global Nutritionals  business model incorporates cheese  and nutritional solutions. US Cheese is a  business-to-business, large scale, low cost,  world-class producer that we operate 24/7,  365 days of the year. US Cheese has a strong  relationship with our 50:50 joint venture in  New Mexico, Southwest Cheese. Derived from cheese processing is a  large captive whey pool which is a key raw  material for Global Nutritionals. Through  the use of innovation, a focus on growth  sectors and markets and expansion in  nutritional solutions, Global Nutritionals is  building a global business. For divisional performance 36 €1 billion revenue FOCUS  DELIVERY  MOMENTUM 10.8% EBITA margin pre exceptional on a constant currency basis 21 GLANBIA PLC ANNUAL REPORT 2010      DIRECTORS' REPORT: CHAIRMAN’S STATEMENT GROUP PERFORMANCE GROUP MANAGING DIRECTOR’S REVIEW OUR BUSINESS MODELS GROUP FINANCE DIRECTOR’S REVIEW RISK MANAGEMENT OUR RESPONSIBILITIES Dairy Ireland business model Glanbia has three businesses based in Ireland aligned through their relationships with the Group's Irish farmer supply base. Agribusiness produces and sells a wide range of farm inputs, including animal feed, to the Group’s farmer suppliers who produced 1.8 billion litres of milk in 2010. This is the key raw material for Glanbia’s Dairy Ingredients and Consumer Products businesses. 83% of the milk supplied is processed by Dairy Ingredients primarily for export markets while 17% is processed by Consumer Products into fresh dairy products and liquid milk for the Irish market. Dairy Ingredients 1.5 billion litres of milk processed into 214,000 tonnes of cheese and dairy- based ingredients 83% Exports to more than 50 countries >5,000 farmer suppliers in Ireland >1.8 billion litres of milk produced Consumer Products 17% Agribusiness Production and sale of farm inputs 0.3 billion litres of milk processed into fresh dairy products and liquid milk 2.5 million consumer packs per day For divisional performance 38 Dairy Ireland is a well invested, cost  efficient business with growth potential. In  the local market Consumer Products has  leading market positions in liquid milk and  fresh dairy products. EU market reform is  creating new opportunities for growing  milk supply and Ireland has a natural  grassland advantage that can be exploited.  The abolition of the quota system in April  2015 is the first opportunity to expand  milk output since 1984 and it also creates  other opportunities in broader farming  activities. Expansion is underpinned by  growing global demand for dairy products  supported by demographics and emerging  economies. Fulfilling this demand requires  a presence in international markets and the  Group has established routes-to-market for  dairy ingredients in more than 50 countries  worldwide.  €1.1 billion revenue 4.2% EBITA margin pre exceptional FOCUS  DELIVERY  MOMENTUM 22 GLANBIA PLC ANNUAL REPORT 2010      DIRECTORS' REPORT: CHAIRMAN’S STATEMENT GROUP PERFORMANCE GROUP MANAGING DIRECTOR’S REVIEW OUR BUSINESS MODELS GROUP FINANCE DIRECTOR’S REVIEW RISK MANAGEMENT OUR RESPONSIBILITIES Group Finance Director's review Siobhán Talbot Group Finance Director Results as reported Revenue(1) EBITA  EBITA margin  Operating profit  Operating margin  Net finance cost Share of results of Joint Ventures & Associates(1) Profit before taxation  Income taxes  Profit for the year  Exceptional items Basic earnings per share Adjusted earnings per share(2) Dividend per share in respect of the full year 2010 2009 Change 2010 finance review €2,166.7m €1,830.3m + 18.4% €151.6m €125.0m + 21.3% Glanbia delivered a strong performance   in 2010: 7.0% 6.8% + 20 bps • Dairy Ingredients Ireland returned to profitability €136.5m €111.2m + 22.8% 6.3% 6.1% + 20bps (€22.1m) (€24.0m) €10.1m €124.5m €10.2m €97.4m - €1.9m - €0.1m + 27.8% after a first time loss in 2009; • Strategic cost management programmes in Dairy Ireland delivered targeted annualised savings; • Organic revenue growth in Global Nutritionals significantly outpaced market growth rates; • Revenue increased 18.4%; up 15.6% on a (€25.5m) (€19.1m) + €6.4m constant currency basis; €99.0m €10.2m 36.86c 38.07c 7.52c €78.3m €45.7m 38.46c 30.68c 6.84c + 26.4% -€35.5m - 4.2% + 24.1% + 10% • EBITA increased 21.3%; up 21.4% on a constant currency basis; • EBITA margin grew 20 basis pvoints to 7.0%; up 40 basis points to 7.2% on a constant currency basis; • Adjusted earnings per share (Adjusted EPS) increased by 24.1% to 38.07 cents per share; and • Dividends increased by 10% to 7.52 cents per share. (1) Revenue including Glanbia’s share of the revenue of Joint Ventures & Associates was €2.6 billion for the full year, compared with €2.1 billion for 2009. Share of results of Joint Ventures & Associates is an after interest and tax amount. (2) Adjusted earnings per share is calculated as the profit for the year attributable to the equity holders of the Parent before exceptional items and amortisation of intangible assets (net of tax). Total Group EBITA includingJoint Ventures&Associates FOCUS  DELIVERY  MOMENTUM US Cheese & Global Nutritionals 60% Dairy Ireland 28% Joint Ventures & Associates 12% Total €173.2 million “Wedeliveredastrongperformancein2010underpinnedbytherecoveryinourDairyIngredientsIrelandbusinessandstrongorganicrevenuegrowthinGlobalNutritionals.”23 GLANBIA PLC ANNUAL REPORT 2010      DIRECTORS' REPORT: CHAIRMAN’S STATEMENT GROUP PERFORMANCE GROUP MANAGING DIRECTOR’S REVIEW OUR BUSINESS MODELS GROUP FINANCE DIRECTOR’S REVIEW RISK MANAGEMENT OUR RESPONSIBILITIES Segmental revenue, profitability and margins(1) – pre exceptional Revenue €m Operating profit €m 2010 Operating margin EBITA(2) €m EBITA margin Revenue €m 2009 Operating margin Operating profit €m EBITA margin EBITA(2) €m US Cheese & Global  Nutritionals Dairy Ireland Other Business  1,021.9   1,138.6   6.2  Group as reported(3) 2,166.7 JVs & Associates 416.6  93.8   43.5   (0.8) 136.5 21.6 9.2% 3.8%  104.5  10.2%  792.4   47.9  4.2%  1,028.8  (12.9%)  (0.8)  (12.9%)  9.1  6.3% 5.2% 151.6 7.0% 1,830.3 21.6 5.2%  297.6   90.0   24.0   (2.8) 111.2 17.4 11.4%  100.3  12.7% 2.3%  27.5  2.7% (30.8%)  (2.8) (30.8%) 6.1% 5.8% 125.0 17.4 6.8% 5.8% Total including JVs & Associates 2,583.3 158.1 6.1% 173.2 6.7% 2,127.9 128.6 6.0% 142.4 6.7% (1) Pre exceptional items. (2) Given the nature of Group acquisitions in recent years, EBITA is an accurate reflection of underlying cash generative operating performance. (3) Reported results exclude Joint Ventures & Associates. Share of results of Joint Ventures & Associates in the income statement is an after interest and tax amount. Segmental analysis Group revenue increased 18.4% to €2.2  billion (2009: €1.8 billion). Total Group  revenue, including share of Joint Ventures &  Associates, grew 21.4% to €2.6 billion (2009:  €2.1 billion). The strong growth in revenue  is attributable mainly to the improvements  in global dairy and US cheese markets in  2010 and continued strong organic volume  growth in Global Nutritionals. Revenue in  US Cheese & Global Nutritionals was up  29.0% to €1.0 billion (2009: €792.4 million).  Revenue in Dairy Ireland grew 10.7% to €1.1  billion (2009: €1.0 billion). Revenue in Joint  Ventures & Associates grew 40.0% to €416.6  million (2009: €297.6 million). Group EBITA increased 21.3% to €151.6  million (2009: €125.0 million). Total  Group EBITA, including Joint Ventures &  Associates, grew 21.6% to €173.2 million  (2009: €142.4 million). This improvement  in performance is driven by the return to  profitability of Dairy Ingredients Ireland with  EBITA for Dairy Ireland improving by 74.2%  to €47.9 million (2009: €27.5 million).  US Cheese & Global Nutritionals delivered  reasonable year-on-year EBITA growth,  underpinned in particular by a good  performance by Global Nutritionals. US  Cheese & Global Nutritionals EBITA grew  4.2% to €104.5 million (2009: €100.3 million).  Group EBITA margin grew 20 basis  points to 7.0% (2009: 6.8%). Total Group  EBITA margin, including Joint Ventures &  Associates, was in line with 2009 at 6.7%.  Dairy Ireland EBITA margin at 4.2% grew  150 basis points (2009: 2.7%), driven by  the strong recovery in Dairy Ingredients  Ireland following a loss in 2009, offset by  margin pressures in Consumer Products. US  Cheese & Global Nutritionals EBITA margin  declined 250 basis points to 10.2% (2009:  12.7%). Lower margins were as a result of  higher input costs, significant brand and  people investment by Global Nutritionals  and volatile market conditions and milk cost  premiums in US Cheese.  Group operating profit, including Joint  Ventures & Associates, increased by 22.9%  to €158.1 million (2009: €128.6 million).  Group operating margin, including Joint  Ventures & Associates, increased 10 basis  points to 6.1% (2009: 6.0%). Joint Ventures & Associates Glanbia has three principal international joint  ventures – Southwest Cheese in the USA,  Glanbia Cheese in the UK and Nutricima in  Nigeria – and a number of smaller Irish based  Joint Ventures & Associates. Joint Ventures  & Associates had a reasonable year. Revenue  and operating profit improved primarily as a  result of market price increases in US cheese  and European mozzarella markets. Glanbia  expanded its cheese position in 2010 to  become one of the largest US manufacturers  of American-style cheddar cheese, following  the 40% expansion in production capacity  of Southwest Cheese in New Mexico. This  project was delivered on time and   on budget. The Group’s share of results of Joint  Ventures & Associates was €10.1 million,  down marginally from €10.2 million in   2009. A table is set out on page 40, which  reconciles Joint Ventures & Associates  operating profit with share of results, as  reported in the income statement. Further information Joint Ventures & Associates 40 FOCUS  DELIVERY  MOMENTUM       24 GLANBIA PLC ANNUAL REPORT 2010      DIRECTORS' REPORT: CHAIRMAN’S STATEMENT GROUP PERFORMANCE GROUP MANAGING DIRECTOR’S REVIEW OUR BUSINESS MODELS GROUP FINANCE DIRECTOR’S REVIEW RISK MANAGEMENT OUR RESPONSIBILITIES Financing KPIs Net debt decreased by €34.5 million in  the year to €408.1 million (2009: €442.6  million). The reduction in net debt, despite  an adverse foreign exchange movement  of €16.8 million (primarily on USD  denominated debt) was due mainly to an  increase in EBITDA performance.  The Group focused on cash management  in the year, reducing the year end net debt/ adjusted EBITDA to 2.1 times (2009: 2.6  times). This is well within the Group's banking  covenant of 3.3 times. In 2010, adjusted EBIT to net financing  cost cover improved to 6.7 times (2009: 5.4  times). The Group’s average interest rate  for the full year 2010 was 4.2% (2009:  4.3%). Glanbia operates a policy of fixing a  significant amount of its interest exposure  with approximately 75% of year-end debt  currently contracted at fixed rates for 2011.  Return on capital employed is a post tax  measure of the returns earned by the Group  on capital invested including Joint Ventures  & Associates. This return increased 170  basis points in the year to 12.9% (2009:  11.2%), due to the improved level of  operating performance of the Group.  Group financing facilities The Group has total committed debt  facilities of €734.2 million incorporating  bank facilities of €670.7 million and €63.5  million cumulative redeemable preference  shares. Credit facilities are held with nine  banks under bilateral arrangements with  common documentation and terms. €160.7  million of the facilities are renewable in  July 2012 and €510.0 million in July 2013.  The €63.5 million cumulative redeemable  preference shares mature in July 2014.  Glanbia will be reviewing overall Group  financing in 2011 as part of the normal  renewal process. Financing KPIs EBITDA Free cash flow Net debt Net debt/Adjusted EBITDA(1)  Return on capital employed(2) 2010 2009 €182.8m €152.5m €65.5m €66.1m €408.1m €442.6m 2.1 times 2.6 times 12.9% 11.2% (1) Adjusted EBITDA for the purpose of financing ratios reflects Group EBITDA plus dividends from Joint Ventures & Associates. (2) Return on capital employed is calculated as EBITA, including share of Joint Ventures & Associates EBITA, (post tax) over capital employed. Capital employed is defined as non-current assets plus working capital and includes Glanbia's share of the capital employed of the Joint Ventures & Associates. Key financial covenants Key financial covenants Covenant 2010 2009 2008 Net debt(1) : Adjusted EBITDA(2) (times) Adjusted EBIT(3) : Net finance costs (times) 3.3 3.5 2.1 6.7 2.6 5.4 2.7 6.4 Including €63.5 million cumulative redeemable preference shares. (1) (2) Adjusted EBITDA reflects Group EBITDA plus dividends from Joint Ventures & Associates. (3) Adjusted EBIT reflects Group EBIT plus dividends from Joint Ventures & Associates. Net financing costs Basic earnings per share Basic earnings per share (EPS) decreased  4.2% to 36.86 cents per share (2009: 38.46  cents per share), as a year-on-year reduction  in net exceptional credit items of €25.2  million was partly offset by an increase in  Group profit after tax of €20.7 million.  Adjusted earnings per share Adjusted EPS is calculated as the profit for  the year attributable to the equity holders  of the Parent before exceptional items and  amortisation of intangible assets (net of  tax). Adjusted EPS increased 24.1% to 38.07  cents per share (2009: 30.68 cents per share)  driven mainly by the improved performance  of Dairy Ingredients Ireland and a good  performance in Global Nutritionals. A  detailed calculation of adjusted EPS is  shown in note 12 of the financial statements  on page 105. Financing costs decreased by €1.9 million  to €22.1 million (2009: €24.0 million) mainly  due to lower interest rates in the year.  Taxation The 2010 tax charge pre exceptional  increased by €6.4 million to €25.5 million  (2009: €19.1 million) reflecting increased  profitability. The Group’s effective tax  rate in 2010, excluding Joint Ventures &  Associates, was 22.3% (2009: 21.9%). Exceptional items In 2010, further revisions to the Group’s  pension arrangements for three additional  Irish pension schemes were finalised,  reflecting the planned continuation of the  revision to pension arrangements which  commenced in 2009. This gave rise to a  further net reduction in pension liabilities  and resulted in an exceptional credit of  €10.2 million.  FOCUS  DELIVERY  MOMENTUM 25 GLANBIA PLC ANNUAL REPORT 2010      DIRECTORS' REPORT: CHAIRMAN’S STATEMENT GROUP PERFORMANCE GROUP MANAGING DIRECTOR’S REVIEW OUR BUSINESS MODELS GROUP FINANCE DIRECTOR’S REVIEW RISK MANAGEMENT OUR RESPONSIBILITIES Summary cash flow EBITDA pre exceptional Working capital movement Net interest and tax paid Business sustaining capital investment Other outflows Free cash flow Dividends from joint ventures Loans repaid by/(advanced to) joint ventures Strategic capital expenditure Restructuring costs Equity dividends Cash flow pre currency exchange/fair value adjustments Currency exchange/fair value adjustments Net decrease in debt during the year 2010 €m 2009 €m Change €m 182.8 152.5 + 30.3 (53.6) (34.5) (17.3) (11.9) 65.5 11.2 23.3 (16.2) (9.8) (20.5) 53.5 (19.0) 34.5 (18.8) (30.7) (20.1) (16.8) 66.1 17.9 (21.5) (23.6) (14.1) (19.5) 5.3 4.2 9.5 - 34.8 - 3.8 + 2.8 + 4.9 - 0.6 - 6.7 + 44.8 + 7.4 + 4.3 - 1.0 + 48.2 - 23.2 + 25.0 + 9.5 Summary cash flow Free cash flow decreased year-on-year by  €0.6 million to €65.5 million (2009: €66.1  million). Free cash flow is after charging  working capital movements and business  sustaining capital expenditure, but before  dividends received from Joint Ventures,  loans repaid by/advanced to Joint Ventures,  strategic capital expenditure, restructuring  costs, and equity dividends.  The minimal movement in free cash flow  arose as the higher EBITDA in 2010 was  offset by year on year investment in working  capital due to strong volume growth in  Global Nutritionals and higher global dairy  and US cheese markets. In 2010, dividends received from joint  ventures were €11.2 million (2009: €17.9  million) and reflect a sustainable level  of cash return to the Group from key  strategic joint ventures. Loans advanced  to Southwest Cheese during 2009 of €21.5  million, to fund the capacity expansion,  were repaid during 2010.  As the Group conserved cash during   2010, strategic capital expenditure reduced  by €7.4 million to €16.2 million (2009:   €23.6 million).  Net debt at the beginning of the year (442.6) (452.1) Net debt at the end of the year (408.1) (442.6) + 34.5 Movement in the liability for retirement benefit obligations Pension 2010 €m 2009 €m (85.8) (164.4) (1.0) – (7.1) 10.2 13.4 21.7 (1.8) (1.3) (12.8) 100.1 (31.2) 25.6 (48.6) (85.8) At 1 January 2011 the Group’s net pension  liability under IAS 19 ‘Employee Benefits’,  before deferred tax, decreased by €37.2  million to €48.6 million (2009: €85.8 million).  A strategic review of the Group’s pension  arrangements was completed during 2009  following which the Group revised benefits  under the main Irish defined benefit schemes  giving rise to an exceptional gain and  corresponding reduction in the pension  deficit of €100.1 million. During 2010, revisions  to the Group’s pension scheme arrangements  for three additional Irish pension schemes,  consistent with the revisions made in the  Group’s main pension schemes, have been  finalised. This gave rise to an exceptional gain  in the year of €10.2 million.  The fair value of the assets of the pension  schemes at 1 January 2011 was €389.3  million (2009: €349.2 million) and the value  of the scheme liabilities was €437.9 million  (2009: €435.0 million). At the beginning of the year Exchange differences Disposed operations Total expense Curtailment gains and negative past service costs Actuarial gain/(loss)  Employer contributions  At the end of the year FOCUS  DELIVERY  MOMENTUM   26 GLANBIA PLC ANNUAL REPORT 2010      DIRECTORS' REPORT: CHAIRMAN’S STATEMENT GROUP PERFORMANCE GROUP MANAGING DIRECTOR’S REVIEW OUR BUSINESS MODELS GROUP FINANCE DIRECTOR’S REVIEW RISK MANAGEMENT OUR RESPONSIBILITIES Dividends Investor relations The Board is recommending a final  dividend of 4.49 cents per share (2009: final  dividend 3.95 cents per share). This brings  the total dividend for the year to 7.52 cents  per share (2009: 6.84 cents per share), an  increase of 10%.  Financial risk management The conduct of Glanbia’s ordinary business  operations necessitates the holding  and issuing of financial instruments and  derivative financial instruments by the  Group. The main risks, arising from issuing,  holding and managing these financial  instruments, typically include liquidity  risk, interest rate risk and currency risk.  The Group does not trade in financial  instruments. The Group’s treasury policies  and guidelines are designed to mitigate the  impact of fluctuations in interest rates and  exchange rates and to manage the Group’s  financial risks. In 2010, Glanbia senior management  participated in over 100 investor meetings  in Ireland, the UK, Europe and North  America. In addition, the Group attended  five capital market conferences and hosted  capital market investor events in Ireland   and the UK, focused on US Cheese &  Global Nutritionals.  Glanbia’s largest shareholder is Glanbia  Co-operative Society Limited, which own  54.5% of the Group. The investor relations  programme for 2010 included a series of  meetings of Glanbia plc senior management  with the Council of the Society.  In 2010, the share price increased 27.4%.  The share price high was €3.68 at year-end  and the share price low during the year  was €2.43. Total Shareholder Return (TSR)  for the year was 30.2%. The share price  outperformed the Irish Stock Exchange  index by 30.4%, the FTSE E300 Index by  20.1%, the S&P 500 Index by 14.6% and the  FTSE E300 Food Producers Index by 7.7%. Events after the reporting period On 19 January 2011, Glanbia announced  the acquisition of the Bio-Engineered  Supplements and Nutrition business (BSN)  for a total consideration of $144 million  (€108 million). The business was acquired  on a debt free basis and is expected to be  earnings enhancing in 2011. The acquisition  was funded from Glanbia’s existing   banking facilities.  On 12 January 2011, the Group acquired  the business and assets of Kerry Group plc’s  Limerick based liquid milk business, subject  to regulatory approval. The Board agrees and regularly reviews these policies and guidelines. More detailed information on financial risk is contained in note 3.1 ‘Financial risk factors’ in the notes to the financial statements and in the risk management section of this report. Financial statements Note 3.1 Risk management Further information on Divisional performance US Cheese & Global Nutritionals Dairy Ireland Joint Ventures & Associates 40 90 27 36 38 40 Shareholder analysis December 2010 Glanbia Co-operative Society 54.5% Retail 22% UK* 10% Ireland* 5% Europe* 5% North America* 3.5% * Institutional/other 2011 outlook The current 2011 outlook for the Group is  good. Including BSN, adjusted earnings  per share growth is expected to be in  the range of 11% to 13% for the year, on  a constant currency basis. Following the  acquisition of BSN, 2011 will be a period of  consolidation as we ensure this business is  integrated well and we continue to drive  organic opportunities across the Group.  We will continue to focus on costs, so that  our operations are on a sustainable and  competitive cost base. We will also be  reviewing the Group's financing facilities  during 2011 as part of the normal facility  renewal cycle. Overall, we look forward to  another year of growth. Siobhán Talbot Group Finance Director FOCUS  DELIVERY  MOMENTUM 27 GLANBIA PLC ANNUAL REPORT 2010      DIRECTORS' REPORT: CHAIRMAN’S STATEMENT GROUP PERFORMANCE GROUP MANAGING DIRECTOR’S REVIEW OUR BUSINESS MODELS GROUP FINANCE DIRECTOR’S REVIEW RISK MANAGEMENT OUR RESPONSIBILITIES Risk management: principal risks and uncertainties The Board determines the nature and extent of the significant risks it is willing to take in achieving its strategic objectives. Across the business, there is an ongoing process in place for identifying, assessing, managing, monitoring and reporting on significant risks faced by the Group. This process has been in place for the year under review and up to and including the date of approval of the 2010 Annual Report. Risk identification processes take into account the four strategic priorities and five 2011 business focus areas outlined on page 10. A summary of the key risks identified, potential impacts and mitigating actions are set out below. Strategic priorities and related risks 1. Align to key customers and markets Risk description Potential impact Mitigation Reduced profitability and cash flow. Certain key customers represent a significant portion of Group revenue and operating profits. The loss of all or part of one or more of these customers represents a concentration risk to the business. The Group believes that it currently enjoys good relationships with major customers and continues to manage and develop these relationships by focusing on superior customer service, product innovation, quality assurance and cost competitiveness. The Group continues to expand its geographic footprint to better serve its key customers and to provide a platform for future growth. 2. First class science-based innovation Risk description Potential impact Mitigation Increasing competition, product innovations, technical advances and changing market trends provide a constant challenge to the future success of the Group and its ability to successfully adapt. Such changes may have material adverse effects on the Group’s financial performance. Glanbia’s main innovation centre is located in Ireland with a further innovation and customer collaboration centre in the USA as well as associations with a number of research programmes at third level institutions. Research and development expenditure is focused on value added and customer specific solutions in sectors where Glanbia has significant technical and market knowledge. 3. Effective risk and capital management Risk description Potential impact Mitigation A failure by the Board to manage risk or make correct capital allocation decisions may impact the Group’s objective of maximising shareholder return. Loss of shareholder value. Inability to achieve strategic objectives. The Group has a comprehensive programme for the identification and management of risk. The Group manages capital by operating within specific debt ratios as outlined in the Group Finance Director’s report. All significant investment and divestment decisions are approved by the Board based on a range of financial criteria including return on capital employed. The Board will continue to focus on investments that are in line with Group strategy and capable of generating acceptable returns. FOCUS  DELIVERY  MOMENTUM 28 GLANBIA PLC ANNUAL REPORT 2010      DIRECTORS' REPORT: CHAIRMAN’S STATEMENT GROUP PERFORMANCE GROUP MANAGING DIRECTOR’S REVIEW OUR BUSINESS MODELS GROUP FINANCE DIRECTOR’S REVIEW RISK MANAGEMENT OUR RESPONSIBILITIES 4. Operational excellence and strategic cost management Risk description Potential impact Mitigation A breach of existing environmental laws and regulations or the introduction of new more onerous legislation. A breach of food safety legislation or the introduction of more stringent regulations. Reputational damage and regulatory penalties including restrictions on operations, damages or fines. The Group is committed to compliance with regulations. We continue to invest in energy efficiency advancements, carbon reduction and emission programmes and recycling. Increased cost of compliance with modified or new legislation. Adverse operational consequences. Reputational damage and regulatory penalties including restrictions on operations, damages or fines. The Group conforms to international and local food safety, quality and environmental regulations and employs best practice across all its production facilities to maintain the highest standards. Product recall costs. The Group maintains product liability insurance. Additional labelling requirements. Key sites have quality accreditations from external parties. Damage to customer relationships. Contamination of products and/or raw materials. Reputational damage and regulatory. penalties. Product recall costs, lost revenues and reduced growth prospects. A breach of health and safety regulations. Reputational damage and regulatory penalties. Loss of capacity at a major site. Inability to service customer requirements. Adverse impact on reputation. Reduced profitability and cash flow. One of our major ingredient suppliers being unable to fulfill product demand requirements. Inability to service new and existing customer requirements. Operational efficiencies impacted. The Group conforms to international and local food safety, quality and environmental regulations and employs best practice across all its production facilities to maintain the highest standards. Key sites have quality accreditations from external parties. An independent risk consulting firm conducts an annual health and safety audit for the Group’s main locations the results of which are presented to and considered by the Audit Committee. All business operations have business continuity plans in place including where relevant identification of alternative production locations. The Group monitors overall safety and loss prevention performance through the Glanbia risk management system (GRMS) to assist operational management responsible for the day to day management of business risk. A comprehensive insurance programme is in place for all significant insurable risks and major catastrophes. A broad supplier base is maintained where possible. Management continuously seeks out and assesses additional sources of supply for key raw materials. The Group has invested heavily in supply chain resources and systems. Regular quality control assessments including supplier site audits are conducted to ensure the areas of greatest social, political and economic exposure are identified. A significant increase in energy costs impacting the Group’s large scale processing operations. Further information Adverse impact on cash flow and earnings. Energy efficiency programmes are operated across all sites. When required the Group will enter into fixed price arrangements to cover certain future energy requirements. Chairman's introduction to corporate governance Our business models Our strategy 42 20 10 FOCUS  DELIVERY  MOMENTUM 29 GLANBIA PLC ANNUAL REPORT 2010      DIRECTORS' REPORT: CHAIRMAN’S STATEMENT GROUP PERFORMANCE GROUP MANAGING DIRECTOR’S REVIEW OUR BUSINESS MODELS GROUP FINANCE DIRECTOR’S REVIEW RISK MANAGEMENT OUR RESPONSIBILITIES 2011 Business focus and related risks 1. Successful integration of BSN acquisition Risk description Potential impact Mitigation Acquisition failure to deliver in accordance with business case objectives. Intended business benefits not realised impacting profitability and growth. Integration efforts may result in an excessive diversion of management attention. Glanbia has significant knowledge of the performance/sports nutrition sector. There is regular reporting against targets outlined in the acquisition business case. The Group has significant post acquisition integration experience within the Group management team. The acquired entity management team will be strengthened by the transfer of experienced Glanbia managers. 2. Achieve organic growth plans across each business unit Risk description Potential impact Mitigation Global economic downturn leading to declining consumer confidence. Negative impact on profitability and cash flow. The Group maintains a balanced spread of businesses and continues to diversify its earnings base in order to reduce volatility in financial performance. Volatile global dairy commodity markets. Inability to deliver higher quality and less volatile earnings. Negative impact on earnings and cash flow. Changes in the cost and availability of milk procurement can be impacted by a number of factors including quality, demand, weather conditions and agricultural policies. The Group continues to streamline its cost base as appropriate to ensure it remains competitive. Globally the Group has employed a number of risk management tools to limit volatility but the Group’s ability to pass back pricing volatility in dairy commodities to its Irish milk suppliers can be constrained by competitive conditions and the pricing methods employed. As the Group maintains a portfolio of businesses there are some natural hedges to global dairy markets within that portfolio. Group milk procurement teams constantly monitor the milk procurement environment to ensure that the Group remains competitive and that plant utilisation is maximised. Milk supply agreements have been entered into where possible. A number of risk management tools are made available to suppliers in the USA to facilitate them in managing their businesses. Strong links are sustained with the supplier base in Ireland. 3. Deliver Group results in line with market expectations Risk description Potential impact Mitigation Deterioration in market conditions or business unit performance, impacting on Group results. Reduced profitability and cash flow. Possible impact on the achievement of Group strategy. Monthly reviews take place with all business units tracking actual performance against planned assumptions and determining corrective actions as required. Regular reviews are undertaken with senior management on the status of business unit strategic objectives. Business unit senior management teams and the Board assess key market trends and implications for Group performance on an ongoing basis. Foreign currency and interest rate exposure. Unexpected variation in net earnings. Exposures are monitored by the Group Treasurer with oversight by the Group Finance Director and the Group Managing Director. Regular liaison with business units on updated currency exposure reports. FOCUS  DELIVERY  MOMENTUM 30 GLANBIA PLC ANNUAL REPORT 2010      DIRECTORS' REPORT: CHAIRMAN’S STATEMENT GROUP PERFORMANCE GROUP MANAGING DIRECTOR’S REVIEW OUR BUSINESS MODELS GROUP FINANCE DIRECTOR’S REVIEW RISK MANAGEMENT OUR RESPONSIBILITIES 4. Continue to develop people and organisation capability Risk description Potential impact Mitigation Recruitment and retention. The Group is dependent upon the quality, ability and commitment of key personnel in order to sustain, develop and grow the business. The ongoing success of the Group being put at risk by failing to attract and retain high quality management and staff throughout the business. The Group mitigates risk exposure through sustained succession management, strong recruitment processes, long term incentives and retention initiatives. The Group also operates management development programmes to ensure that there is a continuous pipeline of talent within the Group to support the ongoing growth and development of the business. The leadership structure provides a platform for management information to be relayed and discussed on a timely basis. 5. Review of Group financing facilities Risk description Potential impact Mitigation Refinancing of Group debt facilities is key to underpinning the liquidity requirements of the Group. Lack of liquidity to sustain and grow the Group. Strong current relationships with debt providers. Tight management of debt on a daily basis with significant headroom maintained against current covenants. New financing arrangements typically negotiated at least twelve months prior to expiration. Risk management governance The Board Sets risk appetite and tolerance Assurance/ self assessment Company culture Code of Conduct O p F r e a r a m t i e o w n o a r l k Risk management FOCUS  DELIVERY  MOMENTUM Assurance/self assessment Risk management • Group Operating • Review & Identify Executive reporting Monthly performance reports and quarterly risk assessment Quarterly key risk review by each business unit CEO and function head • Financial reporting • Evaluate Ongoing procedures in place designed to ensure financial reporting reliability Risks analysed for impact and probability to determine the exposure • Management • Respond representation letter Bi-annual process to assess the effectiveness of internal controls over financial reporting • Control self assessment Bi-annual programme to assess internal control and fraud prevention processes • Internal Audit function Audit plan and output reviewed by the Audit Committee Risk owners and action plans identified to manage key risks • Report Risk exposure, risk velocity and mitigation reviewed by the Group Risk Committee and the Board Operational framework • The Group risk management structures operate within a framework of defined organisation structure, mandated policies and processes and delegated authority to key personnel. 31 31 GLANBIA PLC GLANBIA PLC ANNUAL REPORT 2010      ANNUAL REPORT 2010      DIRECTORS' REPORT: CHAIRMAN’S STATEMENT GROUP PERFORMANCE GROUP MANAGING DIRECTOR’S REVIEW OUR BUSINESS MODELS GROUP FINANCE DIRECTOR’S REVIEW RISK MANAGEMENT OUR RESPONSIBILITIES Our responsibilities Over 60 Irish employees climbed Ireland’s highest mountain in September 2010 and raised almost €23,000 for Barretstown summer camp for sick children 4. Continue to develop people and organisation capability Risk description Potential impact Mitigation Recruitment and retention. The ongoing success of the Group The Group mitigates risk exposure through sustained succession management, The Group is dependent being put at risk by failing to attract strong recruitment processes, long term incentives and retention initiatives. upon the quality, ability and retain high quality management and commitment of key and staff throughout the business. personnel in order to sustain, develop and grow the business. The Group also operates management development programmes to ensure that there is a continuous pipeline of talent within the Group to support the ongoing growth and development of the business. The leadership structure provides a platform for management information to be relayed and discussed on a timely basis. 5. Review of Group financing facilities Risk description Potential impact Mitigation Lack of liquidity to sustain and grow Strong current relationships with debt providers. Refinancing of Group debt facilities is key to underpinning the liquidity requirements of the Group. the Group. Tight management of debt on a daily basis with significant headroom maintained against current covenants. to expiration. New financing arrangements typically negotiated at least twelve months prior FOCUS  DELIVERY  MOMENTUM FOCUS  DELIVERY  MOMENTUM 32 GLANBIA PLC ANNUAL REPORT 2010      DIRECTORS' REPORT: CHAIRMAN’S STATEMENT GROUP PERFORMANCE GROUP MANAGING DIRECTOR’S REVIEW OUR BUSINESS MODELS GROUP FINANCE DIRECTOR’S REVIEW RISK MANAGEMENT OUR RESPONSIBILITIES Our responsibilities Our corporate responsibilities include appropriate business conduct and accountability, fairness and respect for employees, health and safety, respect for the environment and community involvement. Our goal is to develop a sustainable business and to contribute to the communities in which we operate. Our people We employed an average of 4,313 people,  including Joint Ventures & Associates,  during 2010. While our average number   of employees was very similar to 2009,   there have been some significant changes  by division.  Employee numbers reduced in Dairy   Ireland by 148 people during the year  following a reduction of 210 people in 2009.  This reflects the rationalisation and change  programme we implemented to put our  Irish operations on a more sustainable  and competitive base. This restructuring  saw changes in operations, sales and  administration, supply chain management  and the implementation of significant new  technology and automation. A key task  for Human Resources (HR) throughout  this period has been to ensure that the  restructuring delivered effective change  and productivity gains. In recognition of  the delivery of this programme and to bring  clarity and stability to the pay environment,  a modest pay increase will be implemented  this year for our Irish businesses following a  pay freeze which was in place for 2009   and 2010. In US Cheese & Global Nutritionals we have  increased employee numbers by almost  7% to an average of 1,570 people. This is to  enhance our capabilities and ensure we are  appropriately resourced to take advantage  of market growth opportunities as we  expand the geographic reach and business  horizons for these business units. We  invested across a broad range of business  areas including operations, business  development, supply chain management,  marketing, research and development.  2010 HR agenda HR had clear business objectives in  2010. In the first instance it was to ensure  successful delivery of the restructuring of  the Irish businesses. In addition, during  the first half of the year in particular it was  to manage the uncertainty created by the  proposed disposal of the Group’s Irish  Dairy and Agri businesses and to support  the requirement to keep the business  focused on performance delivery in 2010.  Throughout the year, there were many  employee communication initiatives   to ensure that there was open and  transparent dialogue.  A strategic review of the Group’s pension  scheme arrangements was completed  during 2009 following which the Group  revised benefits under the main Irish  defined benefit schemes. During 2010,  revisions to the Group’s pension scheme  arrangements for three additional Irish  pension schemes, consistent with the  revisions made in the Group’s main pension  scheme, have been finalised. These  changes were necessary as a consequence  of significant funding deficits experienced  by these schemes and it is anticipated that  the changes will place the defined benefit  pension schemes on a firmer platform for  the future. Project Perform Perform, which is a SAP based HR system,  was rolled out across the Group in 2009.  2010 was a period of consolidation for this  project to ensure that Perform was being  used extensively within the business.  Perform gives HR and business unit  managers everything they need in relation  to employees, salary and benefits, and puts  performance/succession management  processes at their fingertips. It also ensures  that all essential HR processes are uniform  across Glanbia. Feedback on Perform  from business units has been very positive.  The system is providing better quality  information, performance management  and manager/employee engagement.  People strategy Our HR strategy is consistent and has two  core priorities: 1 Sustained succession management, which identifies people who have the potential to develop to the next level and focuses on making sure that the Group has the right mix of people, experience and skills to deliver its business plans and strategic objectives; and 2 Ensuring an effective HR organisation and systems to support the global scale of Glanbia’s operations. During the year we made a series of  changes to the leadership organisation of  Glanbia, strengthening how we manage  our business and the Group’s governance  and risk framework. Externally facilitated  coaching is being provided to members of  the new leadership organisation to improve  their effectiveness and increase their value  and contribution to the organisation.  “ The new HR system has been a great help to my team and me. It saves us effort as everything is recorded electronically, and I now have all the information I need at my fingertips, so it is very empowering. I can now manage our Performance Development and Succession Management processes using the interactive workflow. My team is up to date on their development objectives and my boss is in the loop at all times. The focus is now around performance and the delivery of the strategy rather than chasing paper.” Jeff Williams,   President  & CEO,  US Cheese FOCUS  DELIVERY  MOMENTUM 33 GLANBIA PLC ANNUAL REPORT 2010      DIRECTORS' REPORT: CHAIRMAN’S STATEMENT GROUP PERFORMANCE GROUP MANAGING DIRECTOR’S REVIEW OUR BUSINESS MODELS GROUP FINANCE DIRECTOR’S REVIEW RISK MANAGEMENT OUR RESPONSIBILITIES Dairy Ingredients Ireland Dairy Ingredients Ireland was  acknowledged as a leader in energy  efficiency by the European Committee  of Standardisation at the launch of  Europe’s newest energy management  system, EN 16001. Dairy Ingredients  Ireland is understood to be the first  dairy company in the world to achieve  this standard and this business unit was  fully compliant in 2010.  Dairy Ingredients Ireland also has   ISO 14001 accreditation for  environmental management systems  and the ISO 14001 Environmental  Standard audit conducted during the  year at the Virginia facility resulted in  its best ranking ever with zero non- conformances. This demonstrates a  strong commitment to environmental  governance and continuous  environmental improvement by Dairy  Ingredients Ireland. One of the biggest  accomplishments for this facility was on  heat recovery processes with energy  savings achieved at both the primary and  secondary stages.  Health and safety Environmental highlights Health and safety is at the heart of our  corporate responsibility. Protecting our  employees, contractors and all visitors is  fundamental to our business philosophy.  We are committed to developing and  maintaining a positive health and safety  culture, in which statutory requirements are  viewed as a minimum standard and strong  performance is our goal. In 2010, we ranked  safety across the Group through a detailed  technical survey. We also undertook health  and safety audits at 23 Glanbia sites during  the year. The results of both demonstrate a  continuous improvement across all health  and safety measures throughout the Group.  Health and safety is embedded in risk  management as part of our strategic  priority to achieve operational excellence.  The Glanbia Risk Management System  underpins a systematic approach to  ensuring a safe workplace for all employees.  Strong management teams and committed  senior management have proven to be  critical to the successful implementation of  good safety practice in all locations. In 2010,  we conducted a health and safety forum to  share best practice from around Glanbia to  promote a strong health and safety culture.  Glanbia has major processing operations  and significant consumer facing businesses  in Ireland and the USA. At a minimum we  seek to comply with all regulatory and  legislative requirements and we are also  committed to improving our environmental  performance across the Group each year. Dairy Ireland Dairy Ingredients Ireland has two principal  locations, including the largest integrated  dairy processing facility in Europe. This  business unit had a strong environmental  performance in 2010: • Energy efficiency per tonne of product produced improved by 4.5% • Production carbon emissions are down 25% since 2005; • A 7.5% reduction was achieved in site waste and 285 tonnes was diverted from landfill due to recycling; and • Chemical use in waste water treatment reduced by 16%. FOCUS  DELIVERY  MOMENTUM 34 GLANBIA PLC ANNUAL REPORT 2010      DIRECTORS' REPORT: CHAIRMAN’S STATEMENT GROUP PERFORMANCE GROUP MANAGING DIRECTOR’S REVIEW OUR BUSINESS MODELS GROUP FINANCE DIRECTOR’S REVIEW RISK MANAGEMENT OUR RESPONSIBILITIES Pictured left to right:   Tommy Walsh, Jackie Tyrell, Colin Gordon,CEO, Consumer  Products, TJ Reid and Michael Rice Consumer Products Consumer Products energy management  system was successfully accredited to the  EN 16001 standard in 2010. This is the first  multi site accreditation to the EN 16001  standard in Ireland. This management  system complements the environmental  management system ISO 14001 which is in  place since 2003. The energy management  system is fundamental to reducing the  carbon dioxide (CO2) emissions and  simultaneously decreasing fossil fuel  consumption and associated costs.  Consumer Products reduced CO2 emissions  in 2010 by 9%.  Packaging formats and the materials used  in packaging are continuously evaluated  with a view to improving their impact on the  environment. To this end, the liquid milk  production facilities have ceased the use  of phosphorous based detergents and the  weight of some packaging formats has been  reduced by 3%. Working with suppliers,  Consumer Products are using only cartons  which are produced from independently  sustainable forests verified by organisations  such as Forest Stewardship Council.  The business unit is currently recycling 60%  of all its waste and in conjunction with its  suppliers, Consumer Products is developing  reuse and recycle loops which will enable a  further 5% improvement in recycling rates. US Cheese Our US Cheese operations had a successful  environmental performance this year  improving water conservation, emissions  and energy usage. In 2010, our cheese operations in Idaho  had one of the most successful water  conservation years in recent history. This  business unit reduced water usage across all  operations by 12%. Several major projects  related to condensate and polished water  reuse, closed circuit cooling systems,  and efficient utilisation of water during  cleaning and sanitation processes resulted  in over 74 million gallons of water being  conserved. Connected to the successful  water conservation is a continued reduction  in carbon dioxide-equivalent (CO2-e)  emissions as a result of less water being  pumped from natural sources and more  energy efficient operations overall. CO2-e  emissions show a downward trend reflecting  the implementation of numerous energy  efficiency projects undertaken at the Idaho  facilities. Emissions per tonne of product  produced reduced by 7% since 2008. In 2010,  US Cheese also continued to fully utilise its  own renewable biogas energy resource.  Biogas is generated as a result of treating  wastewater at the Gooding facility. In 2010,  over 1 billion cubic feet of biogas was used as  fuel in the Gooding facility boilers. Sponsorship in the community In 2010, Glanbia signed a new   three-year sponsorship deal with  Kilkenny senior hurlers to continue  what has become one of the most  successful sponsorships in Irish sport.  Under the Avonmore brand, Glanbia  and Kilkenny hurling have enjoyed  a particularly successful partnership  over the last ten years. During this  period Kilkenny has become one  of the most successful teams of all  time winning seven All Ireland titles  (including four in a row).  Since 2005, under the Avonmore  Supermilk brand, Glanbia is the sole  sponsor of Munster Schools & Youths  Rugby. The sponsorship includes  Munster Schools Senior & Junior  Cups, sponsorship of Munster Schools  Interprovincial Team and the U17 &  U19 Munster Youths Cups as well as  the Munster Youths Interprovincial  team. These competitions cover all  schools in the province along with  all senior and junior clubs. Sport  sponsorships are an ideal fit for  Glanbia in promoting a healthy and  active lifestyle. FOCUS  DELIVERY  MOMENTUM 35 GLANBIA PLC ANNUAL REPORT 2010      DIRECTORS' REPORT: CHAIRMAN’S STATEMENT GROUP PERFORMANCE GROUP MANAGING DIRECTOR’S REVIEW OUR BUSINESS MODELS GROUP FINANCE DIRECTOR’S REVIEW RISK MANAGEMENT OUR RESPONSIBILITIES “ We are so thankful to Glanbia and all its fantastic employees who have made a tremendous contribution to life at Barretstown since this partnership began over two years ago. Glanbia has proven to be such fantastic supporters of the camp on so many levels and we look forward to continuing this relationship in the coming years. The Glanbia ‘Champions’ and employees all over Ireland should be so proud and know that they have made a direct impact on over 2,000 children and their families who are living and dealing with childhood cancer. On behalf of the camp, the children and families I would sincerely like to thank Glanbia and its employees for their tremendous contribution”. Dee Ahearn, Chief Executive of Barretstown Brian Phelan, Group Human Resources & Operations  Development Director, Maria Porter, Glanbia Consumer  Products ‘Champion’, Dee Ahearn, Chief Executive Barretstown  with the Mulvey family, former Barretstown campers at the  presentation by Glanbia staff of €60,000 to the charity. Southwest Cheese joint venture In 2010, there was a 40% expansion of  production capacity at Southwest Cheese  and in conjunction with this expansion many  sustainability improvement projects are  being implemented to improve efficiency of  those operations. This is an ongoing process. In 2010, the amount of water used to  process a pound of milk has reduced by  16% and further gains are expected in 2011  on foot of the new facilities and related  sustainability improvement projects. CO2  emissions declined year on year by 15%  per pound of product processed, reflecting  the positive benefits of the various  environmental initiatives undertaken in  2010. Southwest Cheese achieved biogas  generation and usage of 61 million cubic  feet of biogas in 2010. In 2011, the target is  1 billion cubic feet.  Local community initiatives Glanbia has a long tradition of working  with local communities through corporate  giving, sponsorship and employee  volunteering. 2010 was another strong year  of support.  brand and employee fundraising. The  association of Barretstown with the  Avonmore brand aligns our corporate  and employee giving with our business  strategy. A corporate donation of €250,000  plus employee fundraising of €60,000 saw  Glanbia donate €310,000 to the charity in  2010. Avonmore’s sponsorship of weather  forecasts on Irish television as part of its  brand strategy is being used to highlight  Glanbia’s association with the charity and  on-pack promotions gives Barretstown  substantial exposure across Ireland on a  daily basis.  During 2010 there was a lot of team spirit and  dedication among employees in support  of Barretstown, who rowed in behind their  business unit ‘Champions’ and volunteered  their personal time and money for the  benefit of the many sick children and families  that attend Barretstown camp. Record  numbers participated in the many events  organised throughout the year in an effort to  achieve the fundraising goal, including:  • Over 420 cyclists who took part in the Tour de Kilkenny in August; and • Over 60 Irish employees climbed Ireland’s highest mountain in September 2010 and raised almost €23,000. Ireland Glanbia’s collaboration with Barretstown  commenced in 2008 and has proven to be  a highly successful three tiered partnership  incorporating the Group, the Avonmore  The money raised by Glanbia is a significant  contribution to the running of Barretstown  and the Group’s contribution helped 220  sick children attend a 10-day summer camp  this year.  FOCUS  DELIVERY  MOMENTUM USA It is a million dollars ago that the US Cheese  team started an annual charity golf event  to raise money for local charities. $20,000  was raised in the first year and over the past  17 years over $1 million has been donated  to more than 50 local non-profit groups in  the Magic Valley in Idaho. With the help of  golfers, sponsors and Glanbia volunteers, a  million dollar event has been created.  $115,000 was raised in 2010.  Following the end of a two year partnership  with Shriner’s Hospitals in the USA, US  Cheese decided to work with community  projects in the town of Gooding, Idaho  where they have a major facility. A  committee was established consisting of  employees and representatives from the  town to explore the community’s needs.  The first project was Christmas decorations  for the streets of Gooding as the old lights  dated back to the 1950’s. The team also  distributed cheese to the teachers, staff  and administrators of local schools, in  recognition of their contribution and the  importance of their work in the community.  This partnership will be developed further  during 2011.  36 GLANBIA PLC ANNUAL REPORT 2010      DIRECTORS' REPORT: US CHEESE & GLOBAL NUTRITIONALS DIVISIONAL PERFORMANCE DAIRY IRELAND JOINT VENTURES & ASSOCIATES US Cheese & Global Nutritionals Constant Currency Reported 2010 €971.5m  €93.9m 9.7% €104.6m 10.8% €116.8m 2009 €792.4m €90.0m 11.4% €100.3m 12.7% €110.0m Change + 22.6% + 4.3% - 170bps + 4.3% - 190bps  + 6.2% 2010 €1,021.9m  €93.8m 9.2% €104.5m 10.2% €116.7m Change + 29.0% + 4.2% - 220bps + 4.2% - 250bps  + 6.1% cheese markets were volatile and difficult,  particularly in the fourth quarter when  markets declined sharply. This was due to  a combination of relatively high US cheese  stocks and softer buyer demand.  The Twin Falls plant refurbishment project  was a significant operational success  for the US Cheese team in 2010. The  project involved upgrading the plants  infrastructure and processing equipment.  The timing of this project coincided with  the commissioning of Southwest Cheese’s  capacity expansion, which enabled US  Cheese to seamlessly continue to meet our  customers’ product requirements.  Strategically, the business is well positioned  to continue to grow. This will be achieved  through increasing added value services  and products for customers, further  improving the industry-leading level  of efficiency and taking advantage of  long term, scale growth opportunities  internationally for US Cheese. 2011 outlook A strong rally commenced in US cheese  markets in early 2011, as a result of a  perceived overcorrection in the fourth  quarter of 2010. While overall milk supply  is expected to grow modestly in 2011,  we expect other dairy product prices to  outpace cheese prices and as a result the  milk procurement environment will remain  very competitive. US Cheese continuously  monitors the balance of milk cost to milk  availability as part of risk management  and has continued its strategy of reducing  its exposure to US cheese market price  volatility through hedging mechanisms.  Glanbia is forecasting steady domestic  US demand with expanding exports to  international markets in 2011. Overall, an  improved performance is expected for US  Cheese this year.  Global Nutritionals Global Nutritionals had a good year,  with strong volume and revenue growth  outpacing general market growth rates in  all three business units. There was strong  demand globally for sports nutrition  and protein fortified products for weight  management, active ageing, infant formula  and fortified bar and beverage products.  Ingredient Technologies Ingredient Technologies had a good year in  2010 as higher and broader demand, both  geographically and by sector, together  with higher global whey prices drove good  revenue, profit growth and higher margins.  Key factors in the 2010 market environment  were increasing demand from the sports  nutrition sector, more mainstream uptake  of whey in bars and beverages, demand in  new sectors such as processed and natural  meats, prepared foods and yoghurts and  growing consumer requirements for clean  labelling and use of natural ingredients.  The trends during 2010 are anticipated to  continue through 2011. For further information: www.glanbianutritionals.com www.glanbiausa.com www.optimumnutrition.com www.bsnonline.net Revenue Operating profit    Operating margin    EBITA    EBITA margin    EBITDA    Results are stated pre exceptional items Results overview on a constant currency basis In 2010, US Cheese & Global Nutritionals  revenue increased 22.6% to €971.5 million  (2009: €792.4 million). Operating profit pre  exceptional increased 4.3% to €93.9 million  (2009: €90.0 million). Operating margin pre  exceptional decreased 170 basis points to  9.7% (2009: 11.4%). EBITA pre exceptional  increased 4.3% to €104.6 million   (2009: €100.3 million). EBITDA pre  exceptional increased 6.2% to €116.8  million (2009: €110.0 million).  US Cheese Given the trading environment, US Cheese  performed reasonably well in 2010, however  profits and margins were lower than 2009.  Good revenue growth was achieved mainly  as a result of better cheese market prices,  which improved on the historical lows  reached in 2009. Market demand was solid  and export demand grew strongly from a  relatively low base. Production volumes  were lower in 2010 as a consequence of the  planned major refurbishment of the smaller  of the Idaho cheese plants in the first half. In  addition, following a very difficult farming  environment in 2009, milk production  was tight particularly in the first half. This  placed pricing pressure on securing supply,  necessitating the payment of milk premiums  during the year. Overheads were also higher  as the business invested in supply chain  management, technical services to cheese  customers and risk management services  to milk suppliers. While supply pressures  eased somewhat into the second half,  For details of US Cheese & Global Nutritionals management 47 FOCUS  DELIVERY  MOMENTUM 37 GLANBIA PLC ANNUAL REPORT 2010      DIRECTORS' REPORT: US CHEESE AND GLOBAL NUTRITIONALS DIVISIONAL PERFORMANCE DAIRY IRELAND JOINT VENTURES & ASSOCIATES Internationally, Performance Nutrition  established a clear route-to-market in key  territories and has developed distribution  relationships across the EMEA and Asia  Pacific regions. Another key milestone  was the launch of a transactional website  enabling e-commerce in selected markets.  At the moment this capability is live in  Ireland, the UK and South Korea and we plan  to roll it out to a wider audience over time. Market growth in the sports nutrition  sector both in the USA and internationally  is estimated to be approximately 7% in  2011and total market size at retail selling  price is in the region of $3 billion in the USA  and $1.5 billion internationally. The powder  sub-sector, where ON is particularly strong,  is estimated to represent 85% of the total  sports nutrition market.  Key priorities in 2011 for Performance Nutrition are: • Seamlessly integrate BSN and evaluate growth opportunities; • Enhance customer service through best in class operational efficiency; • Continue to drive new product commercialisation; • Continue to develop key brands in both the premium protein category and the energy category; and • Investment in resources and facilities to drive business growth momentum. Customised Premix Solutions Customised Premix Solutions achieved  good revenue growth in key market  segments and continued to develop  customer specific solutions for core end  markets globally. Revenue, profits and  margins were ahead of 2009. This   business unit achieved very solid   growth across all regions with both   organic growth and new business  development. In the market   environment, there was an increasing   rate of product innovation demand   from customers, beginning a shift away  from the product renovation and cost  saving projects of recent years.   Customised Premix Solutions is   increasingly being recognised by  multinational companies as a global  provider with a broad product offering.  Key priorities for this business unit in 2011  are to continue to deliver exceptional  service to our key customers, increase  geographic coverage and deepen the  customer base.  2011 outlook Glanbia’s core nutritionals sectors have  strong structural market growth drivers that  are expected to continue to gather pace  in 2011 and beyond. The new customer  collaboration centre in Idaho is contributing  to building joint development plans with  key customers for Global Nutritionals and  supporting business growth objectives.  Expectations are that Global Nutritionals  will perform well overall in 2011.  Highlights for Ingredient Technologies for the year include: • Strong innovation and product development with: • good success in the growing lifestyle/granola and bar sector; • numerous launches globally to sports nutrition customers; • a range of novel functional whey propositions for processed food applications; and • partnering with customers to develop different protein beverage offerings and new whey ingredients to facilitate the development of complex beverage solutions; • Formulation success by incorporating an increasing level of non-dairy ingredients into ingredient solutions to expand the range of offerings to customers; and • Restructuring of the regional business to drive growth in value-added solutions in key markets. 2011 priorities for this business are to  continue to grow value-added solutions,  leverage Glanbia’s scale and regional  spread, develop complementary ingredient  opportunities, continue to drive international  development and further enhance R&D to  focus on customer partnering. Performance Nutrition Performance Nutrition also had a good  year, driven by strong volumes and  innovation. Revenue growth significantly  outpaced market rates but margins  declined due to increased investment in  marketing and management together  with the impact of higher input costs. The  business continued to perform strongly  both in the USA and internationally and key  new product launches for 2010 exceeded  expectations. The ABB brand was  successfully repackaged and relaunched.  A new product in the growing pre-workout  energy category – Amino Energy – was also  successfully launched. The business won a  number of industry awards including four  prestigious supplement awards for best  protein powder, best supplement, best new  supplement and best brand. In addition,  ON brand athletes were voted the top male  and female BodySpace spokes models for  the year. BodySpace is the largest online  fitness forum in the world with over 700,000  active profiles. FOCUS  DELIVERY  MOMENTUM 38 GLANBIA PLC ANNUAL REPORT 2010      DIRECTORS' REPORT: US CHEESE & GLOBAL NUTRITIONALS DIVISIONAL PERFORMANCE DAIRY IRELAND JOINT VENTURES & ASSOCIATES Dairy Ireland Revenue Operating profit    Operating margin    EBITA    EBITA margin    EBITDA    Results are stated pre exceptional items 2010 2009 €1,138.6m €1,028.8m €43.5m 3.8% €47.9m 4.2% €66.9m €24.0m 2.3% €27.5m 2.7% €45.2m Change + 10.7% + 81.3% + 150bps + 74.2% + 150bps + 48.0% Results overview Dairy Ingredients Ireland Dairy Ireland made a good recovery  in 2010, compared with a very difficult  2009. Revenue grew 10.7% to €1.1 billion  (2009: €1.0 billion). Operating profit pre  exceptional increased 81.3% to €43.5  million (2009: €24.0 million) and the  operating margin pre exceptional increased  150 basis points to 3.8% (2009: 2.3%).  EBITA pre exceptional increased 74.2% to  €47.9 million (2009: €27.5 million). EBITDA  pre exceptional increased 48.0% to €66.9  million (2009: €45.2 million).  Love Irish Food Over 25 of Ireland’s leading food  and drink brands formed a new  independent organisation called Love  Irish Food. This was established to  promote Irish manufactured food and  drink brands to consumers, in a bid to  help enhance the future of Ireland’s  largest indigenous industry which  offers direct and indirect employment  to over 230,000 workers. Consumer  Products is a key supporter of this  initiative, which celebrated its first  anniversary in 2010. In 2010, market conditions improved  across all global dairy product categories  in line with firm demand and tight supply  conditions. This delivered an improved  performance in Dairy Ingredients Ireland,  despite higher milk costs during the year.  This business recovered from being loss  making for the first time in 2009 but margins  were at the lower end of the historical range.  There was a strong focus on cost  management during the year and targeted  saving initiatives both at gross margin and  overhead level were achieved. A significant  number of people exited the business  resulting in considerable reorganisation of  resources and reshaping of work systems.  A reallocation of management and  technical resources coupled with the first  full year’s operation of a new manufacturing  execution system facilitated by SAP, the  Group’s IT platform, resulted in a step  change in operational performance of the  processing facilities. Cost reduction and  value creation are on-going aims within the  business and the focus on these areas will  continue into 2011.  Dairy Ingredients Ireland was recognised  as ‘Innovation Exporter of the Year’ by The  Irish Exporters Association for its successful  commercialisation of the specialist milk  protein product called Solmiko. Significant  progress was also made in developing the  Middle East as a market for cheese and  fat-filled milk powders through having a  dedicated sales team in the region and  offering customised cheese solutions for  local processing by key customers. Dairy Ingredients Ireland continues to  examine methods for reducing the effects of  global dairy market price volatility on both  the business and its supplier base. Towards  the end of 2010 a fixed milk price scheme  for a period of three years was discussed  with milk suppliers. The concept was well  received and the business will seek to  develop the scheme further to reflect more  closely current market conditions.  Global dairy markets have risen further to  date in 2011 and are currently expected  to remain firm throughout the year. Dairy  Ingredients Ireland is expected to perform  well in 2011. For details of Dairy Ireland management 47 FOCUS  DELIVERY  MOMENTUM For further information: www.glanbia.com www.avonmoresupermilk.ie www.glanbiaagribusiness.ie 39 GLANBIA PLC ANNUAL REPORT 2010      DIVISIONAL PERFORMANCE US CHEESE & GLOBAL NUTRITIONALS DAIRY IRELAND JOINT VENTURES & ASSOCIATES Consumer Products 2010 awards: • The Supermilk marketing campaign won • The milk production facility in Ballitore a gold medal in ‘advertising effectiveness’ from The Institute of Advertising Practitioners in Ireland; was shortlisted as a finalist in the National Standards Authority of Ireland Environmental awards; • A Gold Medal from the Marketing Institute of Ireland for Avonmore’s Corporate Social Responsibility (CSR) programme with Barretstown camp for sick children; For more on this see Our responsibilities 31 • Consumer Products became the first Irish business to be awarded a multi-site award for IS 16001 energy management; and • Consumer Products supply chain won a prestigious environmental award from the Chartered Institute of Transport and Logistics. Consumer Products Market conditions for Consumer Products  remained very challenging in 2010 and  overall revenue, operating profit and  margins were lower than 2009. Consumer  confidence in Ireland declined as the year   progressed and value remains the key   focus in all food categories.  Consumer Products had a mixed year  across its portfolio. The highlights include  market share gains for Avonmore milk and  a good performance in particular by the  value added branded milk products. The  innovations in Avonmore ‘Easy Pour’ jug and  Supermilk continued to underpin branded  milk volumes in 2010, with household  penetration of Avonmore ‘Easy Pour’ jug  increasing by 50% in the year. 2010 also  saw Consumer Products achieve national  distribution for the Avonmore milk range.  Subject to regulatory approval, Consumer  Products has agreed to acquire the Limerick- based liquid milk business of Kerry Group  plc. This will enable Consumer Products  expand its successful liquid milk business.  The trading environment for fresh dairy  products was difficult in 2010 driven by  intensive price promotion activity. For the  food business overall it was a difficult year  with margin pressure both on pricing and  input costs.Significant cost reductions  were achieved in the operational cost  base driven primarily by headcount  and process re-engineering. Consumer  Products continued to invest in supply chain  management in 2010 and now has the most  advanced route-to-market capability within  the chilled grocery sector in Ireland. While  Consumer Products performance was lower  year-on-year, this business is now on a more  sustainable operating platform given the  prevailing market conditions.  While underlying volume trends have  stabilised for Consumer Products the market  remains fragile and the trading environment  for 2011 is expected to continue to be  difficult. In 2011, Consumer Products plans  to continue to drive cost reductions to  offset input and promotional cost pressures.  Overall performance for 2011 is expected to  be broadly in line with 2010. Pictured receiving the Marketing Institute of  Ireland award were – L to R – Aidan Power,  EBS Building Society and Robert Jordan,  Marketing Manager, Glanbia Beverages. Agribusiness In 2010, the recovery in milk and grain prices  boosted farm incomes. This supported  good volume growth across key categories  of feed and fertiliser in Agribusiness during  the year. Throughout 2010 the business  focused on:  • cost reduction programmes to achieve a more sustainable and competitive cost base; and • enhanced customer offering by developing focused business manager teams with capability to add value for farmer customers. In 2010, the business performed broadly   in line with 2009. In 2011, the Group   expects a marginal improvement in  performance through an improved   product mix and continued tight  management of the cost base. CountryLife Garden Centres From a standing start three years  ago Agribusiness has developed  a niche garden centre offering in  our CountryLife retail outlets. This  business has strong growth prospects  centered on excellent customer  service supported by horticultural  expertise, strong product quality  and competitive pricing. Just one  year after opening, the CountryLife  Garden Centre in Castlecomer,   Co. Kilkenny, has been awarded the  prestigious Bord Bia `2010 Best DIY/ Garden Centre of the Year Award´   and the `2010 Best New Garden  Centre of the Year Award´ and 4   Star Accreditation. FOCUS  DELIVERY  MOMENTUM 40 GLANBIA PLC ANNUAL REPORT 2010      DIRECTORS' REPORT: US CHEESE & GLOBAL NUTRITIONALS DIVISIONAL PERFORMANCE DAIRY IRELAND JOINT VENTURES & ASSOCIATES Joint Ventures & Associates Revenue(1) Operating profit    Operating margin    EBITA    EBITA margin    EBITDA    (1) Not included in Group revenue. Constant Currency Reported 2010 €401.1m  €20.6m 5.1% €20.6m 5.1% €26.7m 2009 €297.6m €17.4m 5.8% €17.4m 5.8% €23.8m Change + 34.8% + 18.4% - 70bps + 18.4% - 70bps + 12.2% 2010 €416.6m  €21.6m 5.2% €21.6m 5.2% €27.8m Reconciliation of operating profit to the share of results per the income statement Operating profit Finance costs  Income taxes Share of results of Joint Ventures & Associates Reported 2010 €m 21.6 (4.7) (6.8) 10.1 Change + 40.0% + 24.1% - 60bps + 24.1% - 60bps + 16.8% 2009 €m 17.4 (3.5) (3.7) 10.2 Analysis on a constant currency basis Joint Ventures & Associates had a  reasonable year. Revenue and operating  profit improved as a result of market price  increases in US cheese and European  mozzarella markets. Glanbia’s share of  revenue grew 34.8% to €401.1 million (2009:  €297.6 million). Glanbia’s share of operating  profit increased 18.4% to €20.6 million  (2009: €17.4 million). Operating margins  declined 70 basis points year-on-year to  5.1%, mainly as a result of lower margins in  Southwest Cheese, which was challenged  by the significant decline in cheese markets  in the last quarter of the year. The Group’s  share of profit after interest and tax was  €10.1 million, down marginally from €10.2  million in 2009. The above table reconciles  operating profit with share of results of Joint  Ventures & Associates, as reported in the  income statement. Glanbia expanded its US cheese position  in 2010 to become one of the largest US  manufacturers of American-style cheddar  cheese, following the 40% expansion of  production capacity of Southwest Cheese in  New Mexico which was completed on time  and on budget in 2010. Southwest Cheese  is the largest of the Group’s joint ventures  and is located in New Mexico, a major milk  producing region in the USA. This business is a  50:50 joint venture with The Greater Southwest  Agency. Overall operating performance was in  line with expectation for 2010.  Glanbia Cheese in the UK, the Group’s  European mozzarella cheese joint venture  with Leprino Foods Company, benefited  from good pizza demand across Europe,  particularly in the home delivery segment  where strong customer relationships and  unique technologies underpinned growth.  This business increased revenue, operating  profit and operating margin in 2010.  Nutricima, based in Nigeria, is a 50:50 joint  venture with PZ Cussons plc. This business is  developing a portfolio of branded dairy- based consumer products for the Nigerian  market, including liquid, condensed and  powdered milk products. Nigeria is a large  market with an estimated population of  150 million people. It has a significant local  FOCUS  DELIVERY  MOMENTUM oil industry and high oil prices support  a positive economic outlook. In 2010,  Nutricima continued to make steady  progress. Revenue growth in the year was  in line with expectations. However, margin  pressure was a feature of the second half,  as increased dairy commodity prices were  not fully recovered in the retail market.  There is a strong pipeline of new product  development for the Ready-to-Drink (RTD)  sector, a key growth market for this business.  In 2011, Joint Ventures & Associates is  expected to deliver some growth relative to  2010 with a good cash return to the Group  through the forecast dividends.  For further information: www.glanbia.com www.southwestcheese.com www.glanbiacheese.co.uk 41 GLANBIA PLC ANNUAL REPORT 2010      Southwest Cheese is one of the largest cheese and high protein whey processing facilities in the USA. In 2010, a 40% expansion of production capacity, costing $90 million, was fully commissioned on time and on budget. FOCUS  DELIVERY  MOMENTUM 42 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Chairman’s introduction to corporate governance Liam Herlihy Chairman Biography 44 We focus on governance in a way that promotes: • Transparency, giving our shareholders the information they need to assess our performance; • Effective decision-making, risk management and control; • A good balance between executive, senior management and non-executive Director's roles and responsibilities; • Keeping the interests of the shareholders aligned with how we manage the business; and • Maintaining a good dialogue with other stakeholder groups who are associated with our business such as employees, customers, suppliers, regulators and the communities where we operate. In keeping with the above, this year we have undertaken a review of our annual report and made changes in key areas such as setting out our strategy and business models in more detail; explaining how we manage the business and how governance and risk management is embedded in the organisation; giving greater detail on the risks Glanbia faces; and an enhancement in governance reporting and information. Board effectiveness Every three years we conduct an external evaluation of Board effectiveness and the last external review was completed in 2009. In 2010, I undertook a structured internal review through one-on-one interviews with each Director. Full details of this process are set out on page 50 of this report. Overall the results showed a high level of satisfaction amongst the Directors regarding Board processes and decision-making. In my view this is a very positive outcome in a year of significant strategic initiatives and very high levels of engagement by the Board. There are some recommendations from this review process, including more frequent reporting of risk to the Board and more Board meetings hosted at key Group locations. Both of these recommendations will be addressed this year. Shareholder engagement There was a high level of investor relations activity undertaken by senior management in 2010 and over 100 individual investor meetings were held. Whenever possible, all Directors attend the AGM and shareholders are invited to ask questions during the meeting and have the opportunity to meet with the Directors following the conclusion of the formal part of the meeting. There were a number of meetings with the Council of Glanbia Co-operative Society Limited, including formal presentations to the Council on results and major strategic decisions such as the acquisition of Bio- Engineered Supplements and Nutrition business (BSN) in January 2011. Looking ahead to 2011 As set out in corporate governance highlights on page 15 of my Chairman’s statement, the Board has a strong commitment to high standards of conduct and good governance. Our 2011 governance objectives and targets include: • Delivery of earnings growth in line with market expectations; • Successful integration of the BSN acquisition; • Ongoing assessment of key risks and uncertainties; • Enhance Board relationships with key business units and personnel through on-site Board meetings at Irish and US business locations; • Implement regulatory and governance changes at an appropriate level for the Group; • Review and update of the Group remuneration policy framework. FOCUS DELIVERY MOMENTUM "TheBoardandmanagementofGlanbiaarecommittedtoachievingthehigheststandardsofcorporategovernance.WetakegovernanceseriouslyatalllevelsoftheorganisationandarobustgovernancestructureunderpinsthedeliveryoftheGroup’sstrategy.IsetoutbelowwhatgovernancemeanstoGlanbiaandthoseapproachesthatworkforus,inthecontextofourbusinessandculture."43 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Governance & risk framework Board of Directors Non-executive Chairman Two non-executive vice-Chairmen Senior Independent Director Three executive Directors Fourteen non- executive Directors Group Operating Executive Monthly meetings Purpose is to monitor performance and make key strategic recommendations to the Board. This forum is also the Group Risk Committee. Audit Committee Key activities include review of financial statements and auditor’s independence, internal control and risk management systems, and the effectiveness of the Internal Audit function. Remuneration Committee Key activities include review of executive Directors and senior management salaries and benefits, approval of annual bonus targets and long term incentive plan awards. Nomination Committee Key activities include making recommendations on the appointment of the Chairman, vice-Chairmen and new non- executive Directors, planning for the orderly succession of Directors and review of the independence and time commitment of non-executive Directors. Group Management Committee Quarterly meetings The Group Management Committee brings together key business unit CEOs and the Group Operating Executive and has responsibility for delivery of Glanbia’s annual business plans and strategy. Risk management The Board has ultimate responsibility for risk, which includes the Group’s risk governance structure and maintaining appropriate internal controls. The Audit Committee has responsibility for reviewing the effectiveness of the Group internal control and risk management systems. Group Senior Leadership Team Bi-annual meetings This brings together the Group Operating Executive, Group Management Committee members, senior business unit teams and Group functional heads. The focus is to drive shared understanding of Glanbia's goals and objectives and the role of each business unit in delivering the annual business plan and strategy and to build on Group-wide capabilities, initiatives and collaboration opportunities. FOCUS DELIVERY MOMENTUM Find out more How we are structured Group Managing Director’s review Group Finance Director’s review Risk management Divisional performance Board of Directors and senior management Audit Committee report Nomination Committee report Remuneration Committee report Go online www.glanbia.com/report 9 16 22 27 36 44 57 59 61 44 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Board of Directors and senior management Non-executive Directors Jerry Liston John Callaghan Victor Quinlan Martin Keane Liam Herlihy Jerry Liston Chairman of Remuneration Committee Jerry Liston (B.A., MBA) (aged 70) was appointed to the Board in 2002. He was formerly Chief Executive of United Drug plc and past Executive Chairman of the Michael Smurfit Graduate School of Business. Chair: Remuneration Committee Member: Nomination Committee/ Audit Committee John Callaghan Senior Independent Director John Callaghan (FCA, FIB) (aged 68) was appointed to the Board in 1998 and is the Senior Independent Director. He is a director of a number of companies including Topaz Energy Group, ACC Bank plc and Rabobank Ireland plc. He was formerly Managing Partner of KPMG (Ireland), Chief Executive of Fyffes plc and Chairman of First Active plc. Chair: Audit Committee Member: Nomination Committee/ Remuneration Committee FOCUS DELIVERY MOMENTUM Victor Quinlan1 Vice-Chairman Liam Herlihy1 Chairman Victor Quinlan (B.Agr.Sc.) (aged 65) is vice-Chairman. He was first appointed to the Board in 1996 and was appointed vice-Chairman in 2005. He is Chairman of Irish Co-operative Society Limited and the Malting Company of Ireland Limited and a director of D Walsh & Sons Limited and a number of other Irish companies. He farms at Baptistgrange, Lisronagh, Clonmel, Co. Tipperary. Member: Audit Committee/ Remuneration Committee Martin Keane Vice-Chairman Martin Keane (aged 55) is vice-Chairman. He was appointed to the Board in 2006 and vice-Chairman on 29 June 2010. He is a director of Co-operative Animal Health Limited and Donaghmore Famine Work House and Agricultural Museum Co- operative Society Limited. He farms at Errill, Portlaoise, Co. Laois. Member: Audit Committee/ Remuneration Committee Liam Herlihy (aged 59) is Chairman. He was appointed to the Board in 1997, vice- Chairman in 2001 and Chairman in May 2008. He is also Chairman of Glanbia Co- operative Society Limited and a director of the Irish Dairy Board Co-operative Limited and Irish Co-operative Organisation Society Limited. He completed the Institute of Directors Development Programme (2006) and holds a certificate of merit in Corporate Governance at UCD. He farms at Headborough, Knockanore, Tallow, Co. Waterford. Chair: Nomination Committee Member: Audit Committee/ Remuneration Committee 1 Completed the University College Cork Diploma in Corporate Direction 45 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Henry Corbally1 (aged 56) was appointed to the Board in 1999. He is vice-Chairman of the National Dairy Council. He farms at Kilmainhamwood, Kells, Co. Meath. Member: Audit Committee Edward Fitzpatrick1 (aged 62) was appointed to the Board in 1999. He is a director of South Eastern Cattle Breeding Society Limited and Castlegannon Show Limited. He farms at Knockmoylan, Mullinavat, Co. Kilkenny. James Gannon (aged 60) was appointed to the Board in 2009. He farms at Oldtown, Ballyragget, Co. Kilkenny. James Gilsenan1 (aged 51) was appointed to the Board in 1999. He farms at Drogheda Road, Collon, Co. Louth. Patrick Gleeson (aged 49) was appointed to the Board in 2006. He is a Committee Member of Centenary Thurles Co-operative Society Limited and farms at Loughmore, Templemore, Co. Tipperary. Paul Haran (aged 53) was appointed to the Board in 2005. He serves on the Court of Directors of the Bank of Ireland, chairs the Board of the UCD Michael Smurfit Graduate School of Business and holds a number of other directorships. Member: Audit Committee / Remuneration Committee/ Nomination Committee Brendan Hayes (aged 50) was appointed to the Board on 29 June 2010. He farms at Ballyquinn, Carrick- on-Suir, Co. Waterford. Michael Keane (aged 58) was appointed to the Board on 29 June 2010. He farms at Foxhall, Ballinamona, Ardmore, Youghal, Co. Cork. Michael previously served on the Board from June 2005 to May 2007. Matthew Merrick (aged 59) was appointed to the Board in 2005. He is Chairman of the County Offaly Enterprise Board. He farms at Shean, Edenderry, Co. Offaly. John Murphy (aged 48) was appointed to the Board on 29 June 2010. He farms at Ballinacoola, Craanford, Gorey, Co. Wexford. William Murphy (B. Comm) (aged 65) retired as Deputy Group Managing Director of Glanbia plc in 2005. He was appointed to the Board in 1989. He is a director of Aryzta plc and a number of unlisted companies. Anthony O’Connor1 (aged 59) was appointed to the Board in 2008. He farms at Ballymacsimon, Kilmuckridge, Gorey, Co. Wexford. Robert Prendergast1 (aged 49) was appointed to the Board in 2008. He farms at Jeanville, Goresbridge, Co. Kilkenny. FOCUS DELIVERY MOMENTUM 46 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Group Operating Executive John Moloney Brian Phelan Kevin Toland Michael Horan Siobhán Talbot John Moloney Group Managing Director and Executive Director Brian Phelan Group Human Resources & Operations Development Director John Moloney (B.Agr.Sc., MBA) (aged 56) is Group Managing Director since 2001, having been appointed to the Board in 1997. He joined the Group in 1987 and held a number of senior management positions including Chief Executive of Food Ingredients and Agribusiness. He was appointed Deputy Group Managing Director in 2000 and assumed the responsibilities of Chief Operating Officer in 2001. Prior to joining the Group he worked with the Department of Agriculture, Food and Forestry and in the meat industry in Ireland. He is a director of the Irish Dairy Board Co-operative Limited, DCC plc and a Council Member of the Irish Business and Employers Confederation. Brian Phelan (B. Comm, FCA) (aged 44), is Group Human Resources & Operations Development Director of Glanbia plc. Brian was appointed to his Human Resources role in 2004 and his role was expanded in May 2007 to include Operations Development and in July 2009 to include the Group Purchasing and Group Business Service areas. Prior to this he was CFO of the Consumer Foods Division. He also worked in Glanbia Ingredients in Ireland and the USA. Prior to joining the Group in 1993 he worked with KPMG. Kevin Toland CEO and President of Glanbia USA and Global Nutritionals and Executive Director Kevin Toland (FCMA) (aged 45) was appointed to the Board in 2003. He is CEO and President of Glanbia USA and Nutritionals, having previously held the positions of Group Development Director and Chief Executive of the Consumer Foods Division. Prior to joining Glanbia in 1999, he held a number of senior management positions with Coca-Cola Bottlers in Russia and with Grand Metropolitan plc in Ireland and Central Europe. Michael Horan Group Secretary Michael Horan (B.Comm, FCA) (aged 46), was appointed Group Secretary of Glanbia plc in June 2005, having previously held the position of Group Financial Controller since June 2002. He joined the Glanbia Group in 1998 as Financial Controller of the Fresh Pork business in Ireland. Michael previously worked with Almarai Company Ltd in Saudi Arabia and BDO Simpson Xavier. Siobhán Talbot Group Finance Director and Executive Director Siobhán Talbot (B.Comm, FCA) (aged 47), joined the Board as Group Finance Director in July 2009. She was appointed Deputy Group Finance Director of Glanbia plc in June 2005. She was formerly Group Secretary and also held a number of senior finance positions, since she joined the Group in 1992. Prior to joining the Group she worked with PricewaterhouseCoopers in Dublin and Sydney, Australia. FOCUS DELIVERY MOMENTUM 47 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Group Management Committee Jim Bergin CEO Dairy Ingredients Ireland Jim Bergin (B. Comm, M. Sc. Mngt. Practice) (aged 48), is Chief Executive of Dairy Ingredients Ireland. He joined the Group in 1984 and has held a number of senior positions including Finance Director Agribusiness and subsequently Group Business Process Director. He joined the Ingredients Business as Operations Manager in May 2003 and was appointed Chief Executive of Dairy Ingredients Ireland in March 2005. Colm Eustace CEO Agribusiness Colm Eustace (B. Ag. Sc, C Dip AF, MBA ) (aged 49 ), is Chief Executive of Agribusiness. He joined the Group in 1985 and has held a number of senior positions within Agribusiness (including Commercial Manager since 1997). He has been Chief Executive of Agribusiness since October 2005 and is a director of Co-operative Animal Health Limited. Colin Gordon CEO Consumer Products Colin Gordon (BBS, MBS, FMII) (aged 49), is Chief Executive of Consumer Foods since his appointment to the Group in 2006. He previously worked in C&C Group plc, the drinks and snack food company where he held a number of senior positions, including Managing Director of C&C (Ireland) Ltd. Colin is currently a member of the Consumer Foods Board of Bord Bia and Chairman of the Consumer Foods Council of the Irish Business and Employers Confederation. Raimund C. Hoenes CEO Customised Premix Solutions Raimund C. Hoenes (Ph.D., M.Sc.) (aged 44) is Chief Executive of Glanbia Nutritionals Customised Premix Solutions. He joined the Group in 2008 and was appointed Chief Executive of Glanbia Nutritionals Customised Premix Solutions in 2009. He previously worked in a variety of senior roles in the ingredients sector and held positions in several countries. Hugh McGuire CEO Performance Nutrition Hugh McGuire (M.Sc, Dip Finance) (aged 40), is Chief Executive of Glanbia Performance Nutrition. He joined the Group in 2003 and was appointed as Chief Executive of Performance Nutrition in 2008. He previously worked for McKinsey & Co. as a consultant across a range of industry sectors. Prior to this he worked in the consumer products industry with Nestle and Leaf. Jerry O’Dea CEO & President Ingredient Technologies Jerry O’Dea (B. Sc Dy., MBA) (age 51), is the President and Chief Executive of Glanbia Nutritionals Ingredient Technologies. He joined the Group in 1981 and has held a number of senior positions including General Manager of Glanbia Ingredients USA and President of Glanbia Nutritionals. He was appointed Chief Executive of Glanbia Nutritionals Ingredient Technologies in 2008. Jeff Williams CEO & President US Cheese Jeff Williams (BA, MBA) (aged 54), is the President and Chief Executive of US Cheese and has management responsibilities for Glanbia’s joint venture Southwest Cheese. He joined the Group in 1989 and has held many positions in the US Cheese business including Chief Operations Officer and Executive Vice President. Jeff was appointed President and Chief Executive of US Cheese in 2005. Jeff previously worked for six years in the banking industry. Find out more Divisional performance: US Cheese & Global Nutritionals Divisional performance: Dairy Ireland Divisional performance: Joint Ventures & Associates 36 38 40 FOCUS DELIVERY MOMENTUM 48 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Applying the principles of the Combined Code on Corporate Governance and the 2010 UK Corporate Governance Code We conduct our business with due regard for applicable laws, regulations and internal policies. This includes the main and supporting principles in the UK 2008 Combined Code on Corporate Governance (the “Code”). We also acknowledge that laws, regulations and policies do not provide guidance on all types of behaviour. As a result, we have a Code of Conduct for everybody in Glanbia. The Glanbia Code of Conduct is intended as a code of best practice and provides a broad range of guidance about the expected standards of integrity and business conduct. The Code of Conduct is not intended to be a substitute for our responsibility and accountability to exercise good judgment and obtain guidance on proper business conduct. Glanbia employees are encouraged and expected to seek additional guidance and support from others when in doubt. Compliance with the Code Our Board Board effectiveness It is our view that except in relation to the representation of the majority shareholder on the Board, the Company has been compliant throughout 2010 with the provisions set down in Section 1 of the 2008 Combined Code on Corporate Governance as this applies to all accounting periods beginning before 29 June 2010. We have noted the changes made in the 2010 UK Corporate Governance Code which has replaced the 2008 Combined Code on Corporate Governance for accounting periods beginning on or after 29 June 2010 and the recommendations of the Irish Stock Exchange contained in the Irish Corporate Governance Annex (which is publicly available on the Irish Stock Exchange's website www.ise.ie), which will not impact the Company until 2011, and are reviewing our current corporate governance practices to ensure that the Company remains compliant and high standards are maintained. The Code is referred to in the Listing Rules, applicable to Irish and UK listed companies and is publicly available on the Financial Reporting Council’s website www.frc.org.uk/corporate/ ukcgcode.cfm Our Board consists of the Chairman (Liam Herlihy), two vice-Chairmen (Martin Keane and Victor Quinlan); fifteen other non-executive Directors (including John Callaghan, the Senior Independent Director) and three executive Directors (John Moloney, the Group Managing Director, Siobhán Talbot, the Group Finance Director and Kevin Toland, the CEO and President of Glanbia USA and Global Nutritionals). The roles of the Chairman and Managing Director are separate, with clear written guidance to support the division of responsibility. Glanbia Co-operative Society Limited (“the Society”), an Irish industrial and provident society, owns 54.5% of the share capital of the Company. The Society nominates from its Board of Directors, which is elected on a three-year basis, fourteen non-executive Directors for appointment to our Board. All of the Directors nominated for appointment by the Society are full time farmers whose involvement in farming has brought them into the agricultural co-operative movement in Ireland. All have significant expertise in the dairy and agricultural industry in Ireland and a significant majority of them have overseen the growth of Glanbia plc into an international nutritional solutions and cheese group over the last number of years. We consider that, to function effectively, all members of our Board need appropriate knowledge of the Group and access to its operations and staff. By reviewing the Group’s operating performance at each Board meeting Directors are kept informed of its progress. Between Board meetings, Directors are supplied with monthly performance reports, including detailed commentary and analysis. Additionally, presentations and reports on commercial initiatives, the Group’s markets, the Group’s competitive position and general economic indicators are given periodically to our Board. We also hold a number of Board meetings away from the head office, which provide our Directors with the opportunity to broaden their understanding of the business and key markets and to gain invaluable insights through direct contact with business managers and the operations. The September 2010 Board meeting was held in the US. Our Directors used this opportunity to meet the management of the US Performance Nutrition business, the US Cheese business and the Southwest Cheese business and inspect these facilities. FOCUS DELIVERY MOMENTUM 49 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Key matters reserved to the Board Our Board is responsible for the leadership, direction and control of the Company and its subsidiary companies and is accountable to shareholders for financial performance. • Capital expenditure including the annual approval of the operating and capital expenditure budgets and any material changes to them and the implementation of a Group wide policy on capital expenditure which defines limits on expenditure. • Dividend policy including the annual review of our dividend policy and declaration of the interim dividend and recommendation of the final dividend. • Shareholder documentation including approval of resolutions and corresponding documentation to be put forward to shareholders at a general meeting, approval of all circulars, prospectuses and listing particulars and approval of all press releases concerning matters decided by the Board. • Key business policies including approval of the remuneration, treasury and risk policies. • Group strategy and business plans including responsibility for the overall leadership of the Group, approval of the Group’s long-term objectives and commercial strategy, oversight of the Group’s operations and review of performance in the light of our strategy, objectives, business plans and budgets and ensuring that any necessary corrective action is taken. • Acquisitions, disposals and other transactions outside delegated limits. The Group Operating Executive considers all major acquisitions, disposals and other transactions prior to its consideration by the Board. • Financial reporting and controls including approval of the half-yearly report, interim management statements and preliminary announcement of the final results. Approval of the annual report and financial statements, including this corporate governance statement and Committee reports. Approval of any significant changes in accounting policies or practices, ensuring maintenance of a sound system of internal control and risk management including: receiving reports on, and reviewing the effectiveness of, the Group’s risk and control processes to support its strategy and objectives. Undertaking an annual assessment of these processes and approving an appropriate statement for inclusion in this annual report. Following appointment to our Board, Directors undertake an induction programme aimed at familiarising themselves with the Company and the Group. The programme for Directors who joined during 2010 included a review of the following: • Directors’ duties, corporate governance and Board procedures. The Company has a corporate manual which is issued to all Directors and is regularly updated for new legislation and procedures; • Business planning and internal control processes; • Strategy and planning; • Metrics used to monitor business performance; • Investor relations; • Corporate responsibility (including ethical business conduct, and health and safety); and • Internal Audit. In addition to the above, as part of the induction process, the new Directors visited the Group’s largest processing plant in Ireland at Ballyragget in order to meet employees and gain an understanding of our products and services. Briefing sessions on legislative and accounting developments are held for our Board when appropriate. Our Board has received updates from the Group Secretary regarding regulatory changes and new legislation, including, amongst other things, the changes adopted in the 2010 UK Corporate Governance Code, the Irish Stock Exchange Annex, the new UK Stewardship Code and the European Communities (Directive 2006/46/EC) Regulations 2009. All Directors also have access to the advice and services of the Group Secretary, who is also responsible for advising our Board on all governance matters. The Directors also have access to external advice, if required, at the expense of the Group. FOCUS DELIVERY MOMENTUM 50 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Evaluation of the effectiveness of our Board Internal control and risk management d e re g n a ctio A Implementation Board performance Board process Additional issues Board culture & relationships Overall performance Non-executive Directors Q u e s t i o n n a i r e s R e p ort to B o ard Board composition g s e tin e e m n e t o o n O Risk assessment The control environment Glanbia objectives The Board Identify & evaluate risks & control objectives Monitoring Information & communication Control procedures to discuss the performance of the Board and individual Directors. The results showed a high level of satisfaction amongst the Directors as to the effectiveness of our Board, its individual Directors and Committees. Arising from the review, our Board has agreed to: • enhance our risk monitoring policies to include more regular reporting of the status of risks to the Audit Committee and our Board • ensure that more Board meetings are held at on-site locations to enhance our Directors opportunities to broaden their understanding of the business and key markets The Chairman wishes to confirm that, following the completion of the performance evaluation process, the members of the entire Board who are all being proposed for re-appointment continue to be effective and continue to demonstrate commitment to their roles. The Senior Independent Director, John Callaghan confirms that the Chairman, also standing for re-appointment at this year’s Annual General Meeting, continues to perform effectively and demonstrates commitment to his role. Find out more 52 Independence During the year, the Nomination Committee reviewed the independence of the non-executive Directors in accordance with the guidance in the Code and reported its recommendations to the Board. Our Board determined that throughout the reporting period, John Callaghan, Paul Haran and Jerry Liston were independent. We recognised, however, that the remaining non-executive Directors did not throughout the entire reporting period meet the criteria for independence as specified in the Code. We, however, considered that they are independent in character and judgement. All of the non-executive Directors bring an independent perspective to their advisory and monitoring roles. Board and Committee attendance The Board held 10 scheduled Board meetings in 2010 (2009: 10) and as in 2009 also held a two day planning and strategy session. The attendance of each Director at the scheduled Board meetings and the two day planning and strategy session Evaluation of the effectiveness of our Board We have established a formal process for the annual evaluation of the performance of the Board, its principal Committees and individual Directors. Questionnaires are drawn up, which provide the framework for the evaluation process. Each member of the Board and appropriate Committee is invited to comment on the performance of the individual, the Board and appropriate Committee and submits replies to the questionnaires which are then collated. The Chairman then meets with each Director individually to discuss the performance of the Board and appropriate Committee and individual Directors and reports his findings to the Board. It is the practice that evaluation of the performance of the Board be externally facilitated every three years. An external review was completed in 2009. During 2010 our Board and/or its Committees conducted an evaluation of its own performance, its principal Committees and individual Directors. In completing the annual performance evaluation, the Chairman met each Director individually FOCUS DELIVERY MOMENTUM 51 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Board Meeting attendance L Herlihy (Chairman) Mn Keane (Vice-Chairman) V Quinlan (Vice-Chairman) J Moloney J Callaghan H Corbally N Dunphy 1 J Fitzgerald 1 E Fitzpatrick J Gannon J Gilsenan P Gleeson P Haran B Hayes 2 C Hill 1 Ml Keane 2 J Liston M Merrick J Murphy 2 W Murphy A O’Connor R Prendergast S Talbot K Toland 1 Retired 29 June 2010 2 Appointed 29 June 2010 11/11 11/11 11/11 11/11 11/11 11/11 5/5 5/5 11/11 11/11 11/11 11/11 11/11 6/6 5/5 6/6 11/11 11/11 6/6 11/11 11/11 11/11 11/11 10/11 Nomination Committee Meeting attendance L Herlihy (Chairman) J Callaghan P Haran J Liston 2/3 3/3 3/3 3/3 Remuneration Committee Meeting attendance J Liston (Chairman) J Callaghan J Fitzgerald 1 P Haran L Herlihy Mn Keane 2 V Quinlan 1 Retired 29 June 2010 2 Appointed 29 June 2010 Audit Committee Meeting attendance J Callaghan (Chairman) H Corbally J Fitzgerald 1 P Haran L Herlihy Mn Keane 2 J Liston V Quinlan 1 Retired 29 June 2010 2 Appointed 29 June 2010 7/7 7/7 3/4 7/7 7/7 3/3 7/7 3/3 3/3 1/2 3/3 3/3 1/1 2/3 3/3 Further information Directors and senior management biographies 44 are shown opposite. The Committee attendance of those Directors who are members of the principal Board are also shown opposite. Committees Finance Sub-Board The Finance Sub-Board is chaired by Liam Herlihy and its other members are Victor Quinlan, Martin Keane, John Callaghan, Edward Fitzpatrick, Paul Haran, Jerry Liston, John Moloney and Siobhán Talbot. The Finance Sub-Board met twice during 2010. The Finance Sub-Board’s key objectives are to consider and, where appropriate, make recommendations to the Board in respect of any change in Group Strategy or any acquisition or divestment above a certain level. US Advisory Board The US Advisory Board was established to assist the Board in developing a greater awareness of activities and market trends in the relevant industry sectors in the US. Liam Herlihy is Chairman of the US Advisory Board. The membership of the Advisory Board currently comprises John Callaghan, Kevin Toland, Martin Keane, Victor Quinlan, Michael Walsh (Glanbia Group Chairman from 2005 to 2008); and Joseph McCullough, Peter Rogers, Wayne Seltzer and Susan Davis (USA based members).* John Moloney and Siobhán Talbot also attend meetings of the US Advisory Board. * Joseph McCullough, retired, was previously Chief Executive Officer of CRH Americas Products and Distribution. He joined CRH in 1979 and held a number of senior management positions with that company. Peter Rogers, retired, was previously President of Nabisco Foods Americas and held a variety of other senior positions in food companies. Wayne Seltzer recently retired as Chief Executive Officer of Seltzer Companies, Inc. Susan Davis is Chairperson of Susan Davis International, a Washington D.C. based public affairs agency. FOCUS DELIVERY MOMENTUM 52 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Our key systems of internal control and risk management are summarised below: • a Code of Conduct that defines a set of agreed standards and guidelines for corporate behaviour; • a Control Self Assessment programme has been implemented which assesses internal control and fraud prevention processes; • a clearly defined organisation structure and • Internal control and risk management systems lines of authority including appropriate terms of reference for Board committees; • Group-wide risk assessment process which is maintained by business unit management reporting to the Group Operating Executive and Board; • the Audit Committee, a formally constituted committee of the Board comprising non- executive Directors only. It meets with internal and external auditors to satisfy itself that control procedures are in place and are being followed; in relation to the process for preparing consolidated accounts and financial reporting which includes the following main features: 1 2 Board approval of the annual business plan following Group and business unit strategy plan reviews; Monitoring of performance against the plan through monthly board reports detailing actual versus budgeted results, analysis of material variances, review of key performance indicators and re- forecasting where required; • a Group Internal Audit function, which is 3 regulated by an Internal Audit Charter which monitors financial, operational and regulatory controls and reports to the Audit Committee and management. The annual audit plan is approved by the Audit Committee; Audit Committee review of the integrity of the half-year and annual financial statements. Any resulting recommendations are included in the Audit Committee Chairman’s Board report; 4 5 6 7 8 Board review and approval of the Group consolidated half-year accounts, consolidated annual accounts, interim management statements and any formal announcements; The establishment of clearly defined guidelines for capital expenditure, including detailed budgeting, appraisal and post-investment reviews; Board approval of acquisitions and divestments; The use of a Group finance management manual that clearly sets out Group accounting policies and financial control procedures; and Board approved treasury risk management policies, designed to ensure that Group foreign exchange and interest rate exposures are managed within defined parameters. Group Secretary The appointment and removal of the Group Secretary is a matter for the Board. All Directors have access to the advice and services of the Group Secretary, who is responsible to the Board for ensuring compliance with Board procedures. Internal control and risk management The Board has overall responsibility for the Group’s system of internal control, for reviewing its effectiveness and for confirming that a process exists for the identification, evaluation and management of risk in order to ensure that the Group’s strategic objectives are achieved. The Board also has responsibility for determining the Group’s risk appetite. This process has been in place for the year covered in this Annual Report and financial statements and up to the date of its approval. The Turnbull Guidance sets out best practice on internal control for Irish and UK listed companies to assist them in assessing the application of the Code’s principles and compliance with the Code’s provisions with regard to internal control. In accordance with Section 91(6)(b) of the EC (Directive 2006/43) Regulations 2010, responsibility for monitoring the effectiveness of the Group’s risk management and internal control systems has been delegated to the Audit Committee. The Group’s systems of internal control are regularly reviewed by the Audit Committee and the Board and accord with the Turnbull Guidance which the Board has fully adopted. While acknowledging its responsibility for the system of internal control, we are aware that such a 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. Our Board has reviewed the effectiveness of the current systems of internal control specifically for the purpose of this statement. In judging the effectiveness of the Group’s controls, our Board monitors the reports of the Audit Committee and management. Without diminishing its own responsibilities the Board has delegated certain acts to the Audit Committee. These include detailed reviews of key risks inherent in the business and of the systems for managing these risks. The Chairman of the Audit Committee reports to the Board after each meeting of the Committee. In addition, the Board has also taken assurance through the work of the various other Board Committees. We are satisfied that the Group internal controls systems are properly reviewed and effective. The Directors, through the use of appropriate procedures and systems, have also ensured that measures are in place to secure compliance with the Company’s obligation to keep proper books of account. These books of account are kept at the registered office of the Company. Share ownership and dealing In order to maintain investor confidence in the stock markets, quoted companies have an obligation to ensure that their Directors and employees, and anyone closely associated or connected to them, do not place themselves in positions where investors might suspect them of abusing inside information. For this reason, the Company has issued rules covering share dealings by Directors and employees who regularly, or even occasionally, have access to inside information. FOCUS DELIVERY MOMENTUM 53 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Annual General Meeting (AGM) The Board views the AGM, which is held in Kilkenny, as an opportunity to communicate with investors and sets aside time at these meetings for shareholders to ask questions of the Board. At the AGM, the Group Managing Director provides a brief summary of the Company’s activities for the previous year to the shareholders. At the meeting, the Company complies with the Code as it relates to voting, the separation of resolutions and the attendance of Committee chairmen. Whenever possible, all Directors attend the AGM and shareholders are invited to ask questions during the meeting and have an opportunity to meet with the Directors following the conclusion of the formal part of the meeting. In line with the Code, details of proxy voting by shareholders, including votes withheld, are made available on request and are placed on the Company’s website following the meeting. To ensure shareholders have time to consider the annual report and accounts and notice of the AGM and lodge their proxy votes they are mailed more than 20 working days prior to the meeting. The Group offers all shareholders the choice of submitting proxy votes either electronically or in paper format. It also offers them the ability to abstain. Annual Report The Company’s annual report and accounts and annual review, together with the Company’s half-yearly reports, interim management statements and other public announcements are designed to present a balanced and understandable view of the Group’s activities and prospects and are available on the Company’s website. The Chairman’s statement, Group Managing Director’s review, the Group Finance Director's review and Divisional performance review provide an assessment of the Group’s affairs and are supported by a presentation to be made at the AGM. The main principle underlying the rules is that no one should trade in shares of the Company while in possession of inside information about the Company and the Group. Likewise, no one should deal in the shares of the Company, if it would give rise to a suspicion that they are abusing inside information. As a safeguard against any actual or potential abuse of these rules, the Company has appointed as Compliance Officers, the Group Secretary and the Group Finance Director from whom approval must be obtained, in advance, for any share dealings by persons to whom the rules apply. Communication with shareholders The Company has a well-developed investor relations programme managed by the Group Finance Director, which includes regular meetings with investors and Glanbia Co-operative Society Limited, its main shareholder, the annual general meeting and our corporate website. The Company is committed to maintaining and improving dialogue with shareholders in order to ensure that the objectives of both the Group and the shareholders are understood. Institutional shareholders, fund managers and analysts A programme of meetings with institutional shareholders, fund managers and analysts takes place each year. The Company also makes presentations to analysts and investors around the time of the half-year and full-year results announcements. In addition, the Board consults with shareholders in connection with specific issues where it considers this appropriate. During the year, in a number of additional meetings preceding the proposed disposal of the Irish Dairy and Agribusinesses to Glanbia Co-operative Society Limited, various members of the Board met with institutional shareholders and representative bodies, reinforcing the continuation of open dialogue and discussion of strategy between the Board and its shareholders. The Board receives reports on matters that have been raised with executive Directors at the regular meetings held with investors. The Senior Independent Director is available to meet with major shareholders to discuss any areas of concern that cannot be resolved through normal channels of investor communication and arrangements can be made to meet with the Senior Independent Director through the Group Secretary. Similarly, arrangements can be made for major shareholders to meet with newly appointed Directors or any of the other Directors. Glanbia Co-operative Society Limited A programme of meetings with Glanbia Co-operative Society Limited takes place each year. This includes presentations at the time of the half-year and full-year results announcement. Private shareholders The Board is equally interested in the concerns of private shareholders and, on its behalf, the Group Secretary oversees communication with these investors. All material information reported to the regulatory news services is simultaneously published on the Company’s website affording all shareholders full access to Company announcements. Corporate website Presentations and webcasts on the development of the business are available to all shareholders on the Company’s corporate website. The Company also uses email alerts and actively promotes downloading of all reports enhancing speed and equality of shareholder communication. The Company has availed of the provisions within the Transparency (Directive 2004/109/EC) Regulations 2007 allowing the website to be used as the primary means of communication with shareholders where they have not requested hard copy documentation. The shareholder information section on pages 139 to 141 contains further details on electronic shareholder communications together with more general information of interest to shareholders which is also included on the Company’s corporate website. FOCUS DELIVERY MOMENTUM 54 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Other statutory information Principal activities Glanbia plc is an international nutritional solutions and cheese group, headquartered in Ireland. Further detail can be found in the Overview section 3 The Company has set out in this report a fair review of the business of the Group during the financial year ended 1 January 2011 including an analysis of the position of the Group at the end of the financial year, and a description of the principal risks and uncertainties facing the Group (known as a ‘Business review’). The information that fulfils the Business review requirements can be found in the Group and Divisional Performance sections of this report on pages 12 to 41. Directors The current Directors who served during the 2010 financial year are listed on pages 44 to 46. 44 Brendan Hayes, Michael Keane and John Murphy were appointed to the Board on 29 June 2010 following the retirement of John Fitzgerald, Nicholas Dunphy and Christopher Hill. Retirement of Directors In accordance with the 2010 UK Corporate Governance Code, all Directors will retire at the 2011 Annual General Meeting and, being eligible, offer themselves for re-appointment. Annual General Meeting (AGM) The Company’s AGM will be held on 11 May 2011. Full details of the AGM, together with explanations of the resolutions to be proposed, are contained in the Notice of Meeting available on the Company’s website www.glanbia.com and posted with this report. In addition to the routine ordinary business of an AGM, shareholders are being asked to: • authorise the Directors to fix the ordinary remuneration of the non-executive Directors from time to time up to an aggregate amount not exceeding #600,000 in any financial year. • approve the re-election of all the Directors of the Board which is now required by the 2010 UK Corporate Governance Code. FOCUS DELIVERY MOMENTUM • renew the Directors’ authority to allot relevant securities, within the meaning of Section 20 of the Companies (Amendment) Act, 1983, up to an aggregate nominal amount equal to the authorised but unissued share capital of the Company of the date of the AGM which currently represents 4.14% of the nominal value of the Company’s issued share capital. • renew the authority to disapply the strict statutory pre-emption provisions in the event of a rights issue or in any other issue up to an aggregate amount equal to the nominal value of the Company's authorised but unissued share capital as at 11 May 2011 which is currently equal to 4.14% of the nominal value of the Company's issued share capital. • extend the authority to purchase up to 10% of its own shares until the earlier of the close of business on 10 August 2012 or the date of the AGM of the Company in 2012. • pass a resolution authorising the Company to reissue such shares purchased by it and not cancelled as treasury shares. • approve a resolution to permit an Extraordinary General Meeting to be called on 14 days notice. Powers of the Directors The Directors are responsible for the management of the business of the Company and may exercise all powers of the Company subject to applicable legislation and regulation, and the Articles of Association. At the 2010 AGM, the Directors were given the power to issue new shares up to a nominal amount of €746,658.96. This power will expire on the earlier of the conclusion of the 2011 AGM or 24 August 2011. Accordingly, a resolution will be proposed at the 2011 AGM to renew the Company’s authority to issue further new shares. At the 2010 AGM, the Directors were also given the power to disapply the strict statutory pre-emption provisions in the event of a rights issue or in any other issue up to an aggregate nominal amount of €746,658.96. This authority too will expire on the earlier of the conclusion of the 2011 AGM or 24 August 2011, and a resolution will be proposed at the 2011 AGM to renew this additional authority. At the 2010 AGM, the Directors were given the power to buy back a maximum number of 29,355,568 ordinary shares at a minimum price of €0.06 each. The maximum price was an amount equal to 105% of the average of the middle market quotations of the Company’s ordinary shares as derived from the Irish Stock Exchange Daily Official List for the five business days immediately preceding the day on which such ordinary shares are contracted to be purchased. This power will expire at the earlier of the conclusion of the 2011 AGM or 24 August 2011 and a resolution will be proposed at the 2011 AGM to renew this power. A special resolution will be proposed at the 2011 AGM to renew the Company’s authority to acquire its own shares. At the 2010 AGM, shareholders also authorised the maximum and minimum prices at which the Company may reissue off-market such shares as it may purchase. This authority will expire at the earlier of the conclusion of the 2011 AGM or 24 August 2011 and a resolution will be proposed at the 2011 AGM to renew this authority. Dividends An interim dividend of 3.03 cent per share was paid on 29 September 2010 to shareholders on the register at the close of business on 10 September 2010. The Directors propose a final dividend of 4.49 cents per share. Subject to shareholder approval, the final dividend will be paid on 20 May 2011 to shareholders on the register of members on 8 April 2011. All dividend payments will be made by direct credit transfer into a nominated Bank or Financial institution. If a shareholder has not provided his/her account details prior to the payment of the dividend, a shareholder will be sent the normal tax voucher advising a shareholder of the amount of his/her dividend and that the amount is being held because his/her direct credit transfer instructions had not been received in time. A shareholder’s dividends will not accrue interest while they are held. Payment will be transferred to a shareholder’s account as soon as possible on receipt of his/her direct credit transfer instructions. Additionally, if a shareholder’s registered address is in the UK and a shareholder has not previously provided the Company with a mandate form for an Irish Euro account, a shareholder will default to a Sterling payment. All other shareholders will default to a Euro payment. 55 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Political donations The Electoral Act, 1997 requires companies to disclose all political donations over €5,079 in aggregate made during the financial year. The Directors, on enquiry, have satisfied themselves that no such donations in excess of this amount have been made by the Group. Issued share capital At 1 January 2011 the authorised share capital of the Company was 306,000,000 ordinary shares of €0.06 each and the issued share capital was 293,835,684 (2009: 293,555,684) ordinary shares of €0.06 each, of which 54.5% was held by Glanbia Co-operative Society Limited. All the Company’s shares are fully paid up and quoted on the Irish and London Stock Exchanges. During the year 280,000 ordinary shares of €0.06 each were allotted to Geoff Meagher, former Finance Director, upon the exercise of his outstanding share options, for a total consideration of €522,125 (205,000 shares at €1.55 each and 75,000 shares at €2.725 each). The prices at which the shares were allotted were fixed on 29 August 2002 and 9 December 2004, the date of the grant of the options (being the market price at close of business on the day preceding the grant of the options). Details of the Company’s share capital and shares under option or award at 1 January 2011 are given in note 22 and note 23 to the financial statements. Rights and obligations of ordinary shares On a show of hands at a general meeting every holder of ordinary shares present in person or by proxy and entitled to vote shall have one vote. On a poll, every member present in person or by proxy, shall have one vote for every ordinary share held. In accordance with the provisions of the Articles of Association, holders of ordinary shares are entitled to a dividend where declared or paid out of profits available for such purposes. On return of capital on a winding up, holders of ordinary shares are entitled to participate in such a return. Restrictions on transfer of shares With the exception of restrictions on transfer of shares under the Company’s share schemes while the shares are subject to the schemes, there are no restrictions on the voting rights attaching to the Company’s ordinary shares or the transfer of securities in the Company. Under the articles of association of the Company, the Directors have the power to impose restrictions on the exercise of rights attaching to shares where the holder of the share fails to disclose the identity of any person who may have an interest in those shares. No person holds securities in the Company carrying special rights with regard to control of the Company. The Company is not aware of any agreements between holders of securities that may result in restrictions in the transfer of securities or voting rights. Exercise of rights of shares in employee share schemes As detailed in note 22 to the financial statements at 1 January 2011, 485,304 ordinary shares were held in an employee benefit trust for the purpose of the Company’s employee share schemes. The Trustees of the employee trust do not seek to exercise voting rights on shares held in the employee trust other than on the direction of the underlying beneficiaries. No voting rights are exercised in relation to shares unallocated to individual beneficiaries. Rights under the Shareholders’ Rights Directive 2007/36/EC Regulations 2009 Members have the right to ask questions related to items on the agenda of a general meeting and to receive answers, subject to certain qualifications. Members (s) holding 3% of the issued share capital of the Company, representing at least 3% of its total voting rights, will have the right to put items on the agenda and to table draft resolutions at AGMs. The request must be received by the Company at least 42 days before the relevant meeting. Further details of shareholders rights under the Shareholders’ Rights (Directive 2007/36/ EC) Regulations 2009 are contained in the notice of the 2011 AGM available on the Company website www.glanbia.com and posted with this report. Restrictions on voting deadlines The notice of any general meeting shall specify the deadline for exercising voting rights and appointing a proxy or proxies to vote in relation to resolutions to be proposed at the general meeting. The number of proxy votes for, against or withheld in respect of each resolution are published on the Company’s website after the meeting. Substantial interests As at 1 March 2011, the Company has been advised of the following notifiable interests in its ordinary share capital: Shareholder No. of ordinary shares % of issued share capital Glanbia Co-operative Society Limited 160,277,308 54.5% Memorandum and Articles of Association The Company’s Memorandum and Articles of Association set out the objects and powers of the Company. The Articles detail the rights attaching to each share class; the method by which the Company’s shares can be purchased or re-issued; the provisions which apply to the holding of and voting at general meetings; and the rules relating to the Directors, including their appointment, retirement, re-election, duties and powers. A copy of the Memorandum and Articles of Association can be obtained from the Company’s website, www.glanbia.com. Unless expressly specified to the contary, the Company’s Memorandum and Articles of Association may be amended by a special resolution at a general meeting of shareholders. FOCUS DELIVERY MOMENTUM 56 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Change of control provisions Research and development The Group has certain debt facilities which may require repayment in the event that a change in control occurs with respect to the Group. There are also a number of agreements that take effect, alter or terminate upon a change of control of the Group, which include the Group’s joint ventures with Leprino Foods Company and PZ Cussons plc. If a third party were to acquire control of the Group, Leprino Foods Company could elect to terminate its joint venture with the Group and if this were to occur, the Group could then be required to sell its shareholding in the joint venture to Leprino Foods at a price equal to its fair value. In the same circumstances PZ Cussons plc can also elect to terminate its Nutricima joint venture with the Group and if this were to occur, the Group could then be required to sell to PZ Cussons plc at a nominal price certain trade marks which had been originally transferred from the PZ Cussons group to the Nutricima business. The Nutricima joint venture company would then be wound up. In addition, the Company’s long term incentive plans contain change of control provisions which can allow for the acceleration of the exercisability of share options and the vesting of share awards in the event that a change of control occurs. Corporate social responsibility As the Group grows and develops as a leading international nutritional solutions and cheese Group, so also does the Group’s commitment to conducting its business in a way that is economically, socially and environmentally sustainable. During 2010 the Group made further progress in its corporate citizenship objectives. More particular details of which are summarised in the Our responsibilities section 31 The Group’s key business objectives include central ownership of its worldwide intellectual property (IP) in Ireland, whether acquired IP or developed organically, to facilitate central management and control over IP development and its commercial exploitation. Accordingly, the Group’s principal research and development centre is Global Nutritionals’ Glanbia Innovation Centre, Kilkenny (the “GIC”) and it has direct responsibility for overall Group research and development activity, including that undertaken at the Group’s other substantial research and development centre at Twin Falls, Idaho where it also operates a Customer Collaboration Centre. The Group is committed to achieving the highest standards of best practice in relation to science-based innovation and to an ongoing and extensive innovation programme to support a consumer-led business and marketing approach. The programme is directed towards the development of technically superior dairy-based food ingredients, nutritional products, cheese and high value consumer food products, using proprietary technologies and processes. Through its research and development facilities at the GIC and Idaho, the Group has developed and launched advanced, differentiated and branded ingredients and consumer products, bringing a range of nutritional benefits that enhance physiological wellbeing, texture and flavour enhancements in foods. In Kilkenny, the R&D activity has focused on the customer-led areas of sports nutrition, beverages, protein and energy bars, food texture and functionality, dietetic products, weight management, healthy aging, and medical nutrition. These developments cut across the Group’s global business by collaboration with the Customer Collaboration Centre at Idaho. The GIC has performed a key role in connecting the Glanbia Research & Development Community with Food for Health Ireland (FHI), a joint development programme between Enterprise Ireland, Irish dairy research universities (UCC, UCD, UL) and organisations (Moorepark), and the Irish dairy industry. In 2010, the collaboration with FHI focused on Glanbia-produced milk and whey products that were screened for a variety of physiological functions. These FOCUS DELIVERY MOMENTUM programme collaborations will continue through 2011. The work programme performed at the Collaboration Centre in Twin Falls, Idaho for the GIC during 2010 consisted of developments in sports nutrition and beverages, protein and energy bars, food texture and functionality, weight management, healthy aging, medical nutrition, and a move into the US health- food, retail markets under the beveri brand. These development areas are being addressed through both whey and flax- derived ingredients and solutions. The US Collaboration Centre has become a focal point for joint research with US customers, particularly in beverage and bar applications and, mediated through the GIC, it was also able to connect to the FHI programme.  Subsidiary and associated undertakings A list of the principal subsidiary and associated undertakings is included in note 40 to the financial statements. Responsibility Statement Directors’ responsibilities for preparing the financial statements for the Company and the Group are detailed on page 71. The auditors’ report details the respective responsibilities of Directors and auditors.  Going concern After making enquiries the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operation and existence for the foreseeable future, and accordingly they continue to adopt a going concern basis in preparing the financial statements. Auditors The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office in accordance with Section 160(2) of the Companies Act, 1963. 57 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Audit Committee report Governance Relationship with the auditors The Committee was in place throughout 2010. John Callaghan is the current chairman of the Committee. He is a fellow of the Institute of Chartered Accountants in Ireland and formerly Managing Partner of KPMG (Ireland), an international provider of audit, tax and advisory services in Ireland. At the invitation of the Committee, the Group Managing Director, the Group Finance Director, Group Head of Internal Audit, the Group Financial Controller and external auditor regularly attend meetings. During the year the Group Managing Director, the Group Finance Director, Group Head of Internal Audit and external auditor attended all meetings. The Group Financial Controller attended two of the three meetings. The Group Secretary acts as secretary to the Committee. The Committee comprises seven non- executive Directors and three members constitute a quorum. Membership of the Committee is reviewed by the Chairman of the Committee and the Group Chairman and they recommend new appointments to the Nomination Committee for onward recommendation to the Board. Martin Keane joined the Committee on 29 June 2010 following the retirement of John Fitzgerald. The Committee may obtain at the Company’s expense independent professional advice on any matters covered by its terms of reference. The Committee believes that it is not appropriate to limit the level of work undertaken by the auditors by reference to a set percentage of the audit work fee, as this does not take into account important estimates that need to be made concerning the nature of work undertaken, to help safeguard the auditors’ independence. It has in place an approved Auditor Relationship and Independence Policy which governs the relationship between the Company and its auditors and recognises that certain work of a non-audit nature is best undertaken by the external auditors. As part of its responsibilities, the Committee reviews annually the independence of the auditors and the amount and nature of non- audit work they perform. The Committee has agreed that the external auditors may provide audit and audit related services provided that any individual audit related service to be undertaken by the auditors in excess of €100,000 does not impair their independence and is approved by the Chairman of the Audit Committee in advance. The following services are prohibited unless approved under the terms of the Policy: • bookkeeping or other administrative services related to the Group’s accounting records or financial statements; • financial information systems design and implementation; • internal audit services; • management functions; The external auditors and Group Head of Internal Audit have direct access to the Chairman of the Committee and the Chairman of the Board. • executive searches for the Group Managing Director or Group Finance Director; and • legal services. Auditors fees are detailed in note 6 of the financial statements. In 2010, the Committee met three times and details of attendance at these meetings are provided in the Applying the Principles of the Combined Code section 101 51 John Callaghan Audit Committee Chairman and Senior Independent Director Biography 44 Members • John Callaghan (Chairman) • Martin Keane (Vice-Chairman) • Henry Corbally • Jerry Liston • Paul Haran • Liam Herlihy (Group Chairman) • Victor Quinlan (Vice-Chairman) Key responsibilities • Monitor and review the effectiveness of the Group’s financial reporting process, the Group’s systems of internal control and risk management processes. • Monitor and review the role and effectiveness of the Internal Audit function, including the review of the Internal Audit programme, the review of all Internal Audit reports and the monitoring and review of management’s responses to the findings and recommendations of the Internal Audit function. • Monitoring the statutory audit of the annual and consolidated financial statements and reviewing significant financial reporting issues and application of accounting policies. • Considering and making recommendations to the Board on the appointment of the auditors. • Keeping the relationship with the auditors under review, including the terms of their engagement and fees, their independence (in particular the provision of non- audit services), expertise, resources and qualification, and assessing the effectiveness of the audit process. The full terms of reference of the Audit Committee can be found on the Company’s website or can be obtained from the Group Secretary. FOCUS DELIVERY MOMENTUM 58 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES • approved the Internal Audit programme for 2010; • reviewed output from the Internal Audit programme during the year and considered progress against the programme; and • reviewed the effectiveness of the Group’s Internal Audit function. External auditors The Committee: • agreed the approach and scope of the audit work to be undertaken by the auditors; • reviewed the Group’s processes for disclosing information to the auditors; • reviewed the effectiveness and independence of the auditors. Based on the results of this review the Committee proposed to the Board that it recommend that the shareholders support the re-appointment of the auditors at the 2010 Annual General Meeting; and • agreed the auditors’ fees in respect of the 2011 audit work. Terms of reference The Board engaged a leading external governance expert to review the terms of reference of the Committee. This review indicated that the terms of reference met very high standards of corporate governance. Some opportunities for minor incremental improvement were noted and have now been incorporated into the terms of reference which are available for inspection on the Company’s website. Review of Committee performance The Board and Committee assessed its performance, covering terms of reference, composition, procedures, contribution and effectiveness. As a result of that assessment, the Committee is satisfied that it is functioning effectively and it has met its terms of reference. On behalf of the Audit Committee John Callaghan Audit Committee Chairman Activities The principal activities undertaken by the Committee in the period under review are set out below. Risk management • The Committee terms of reference include monitoring of the financial reporting process and the effectiveness of the Group internal control, internal audit and risk management systems. • In fulfilling this responsibility the Committee continued its programme of evaluating the key areas of risk for Glanbia through a series of risk report presentations on the steps taken to manage such risks from the relevant responsible individuals within the Group. • During 2010 the Committee also approved the introduction of a quarterly, formal, documented key risk review process to identify and analyse the principal risks across each business unit and Group function. • This process is aimed at the early identification of key risks to the Group’s businesses and the Group’s overall strategy, followed by an understanding of the nature of those risks, the probability of them occurring and their likely impact if they did occur. • Risk owners and robust action plans are developed and implemented with the aim of reducing or removing the likelihood of the risk occurring or managing the impact if the risk cannot be avoided. The results of the year end risk review are outlined in the risk management section of this report on pages 27 to 30. • A full and half yearly assessment of the Board’s performance against regulatory requirements and best practice guidance was completed following which the Committee reported to the Board expressing their level of satisfaction with the Group’s internal control and risk management systems. Internal controls • The Committee received and considered reports during the year from the Group’s auditors, PricewaterhouseCoopers, which included reports on any key matters arising from the statutory audit and on any material weaknesses in internal control in relation to the financial reporting process. The Committee also received and considered reports from the Group’s Internal Audit function on the work undertaken in reviewing and auditing the control environment, in order to assess the quality and effectiveness of the internal control system. FOCUS DELIVERY MOMENTUM • A comprehensive Internal Audit programme is agreed annually and is designed to ensure that all business units and key Group functions are audited on a regular basis. Internal Audit reports are issued to relevant senior management following the completion of the reviews which set out agreed Management Action Plans (MAPs) to address recommended areas of improvement. Members of the Committee receive an executive summary of all such Internal Audit reports. • All MAPs are kept under review by the Internal Audit team until they are resolved. The Group Head of Internal Audit provides an update on the status of the resolution of the MAPs at regular intervals. • Internal controls were assessed in detail as part of the bi-annual Control Self-Assessment (CSA) process. This assessment is approved by senior management and reviewed by Internal Audit for completeness. • The Committee assessed the effectiveness of the Group’s internal controls and reviewed the related disclosures in the Annual Report. • As part of the Board and the Committee’s programme to gain a greater awareness of the Group’s operations, during 2010 the Board (which also comprised the Committee’s members) met with senior executives from all US businesses in the USA and inspected the facilities of the Performance Nutrition business in the USA, US Cheese and Southwest Cheese, one of the Group’s principal joint ventures. Financial reporting The Committee monitored the statutory audit of the annual and consolidated financial statements and: • reviewed the financial statements and, as part of this process, the significant financial reporting estimates contained within them; • reviewed the basis for preparing the Group accounts on a going concern basis, including the analysis supporting the going concern statement and disclosures in the financial statements; and • reviewed the financial statements in the 2009 Annual Report and the 2010 Half-Yearly Report, and received a report from the auditors on the statements. Internal Audit The Committee: • approved the Internal Audit Charter which sets out the framework for the Internal Audit department, its role and responsibilities, its authority, the conduct of the function and how it will operate to accomplish its mission; 59 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Provision A.3.1 of the Code suggests that the following could be relevant to the determination of a non-executive Director’s independence: • serving more than nine years from the date of their first election. • represents a significant shareholder. • has been an employee of the company or Group within the last five years. The Committee concluded that: • Jerry Liston and John Callaghan, in the same manner as the other non-executive Directors, continued to demonstrate the essential characteristics of independence expected by the Board and that there are no relationships or circumstances that are likely to affect, or could appear to affect, their judgment. Futhermore, they continue to constructively and appropriately challenge the executive Directors and the Board • throughout the reporting period, John Callaghan, Paul Haran and Jerry Liston were independent • William Murphy demonstrates the essential characteristics of independence and from September 2010, the fifth anniversary of his retirement from the Group, was independent • the remaining non-executive Directors did not meet the criteria for independence as specified in the Code but considered that they were independent in character and judgement The Committee reported its conclusions to the Board for final determination. In 2010, the Committee met three times and details of attendance at these meetings are provided in the Applying the Principles of the Combined Code section 51 Nomination Committee report Governance The Committee was in place throughout 2010. Liam Herlihy, the Chairman of the Group, has been Chairman of the Committee since 2008. The Committee comprises four non- executive directors and two members constitute a quorum.The Group Managing Director and vice-Chairmen attend certain meetings at the invitation of the Nomination Committee. During the year, the Group Managing Director attended one Meeting. The Group Secretary acts as secretary to the Committee. When dealing with any matters concerning his membership of the Board the Group Chairman will absent himself from the meeting of the Committee as required and meetings will accordingly be chaired by the Senior Independent Director, John Callaghan. Liam Herlihy Nomination Committee Chairman and Group Chairman Biography 44 Members • Liam Herlihy • Paul Haran (Group Chairman) • John Callaghan (Senior Independent Director) • Jerry Liston Responsibilities Activities The principal activities undertaken by the Committee in the period under review are set out below. Review of Directors’ independence The Nomination Committee reviewed the independence of the non-executive Directors in accordance with the guidance in the UK 2008 Combined Code on Corporate Governance. The Committee’s review took into consideration the fact that: • John Callaghan had served on the Board for thirteen years and Jerry Liston had served on the Board for eight years. • Fourteen of the non-executive Directors are nominated by the Board of the Society, for appointment to the Board of the Company, of which each of Henry Corbally, Edward Fitzpatrick, James Gilsenan, Liam Herlihy and Victor Quinlan had served as Directors for nine years or more. • William Murphy, who retired as Deputy Group Managing Director in September 2005, remains on the Board as a non-executive Director. • Making recommendations to the Board on the appointment and re-appointment of the Directors. Glanbia Co-operative Society Limited (“the Society”), which owns 54.5% of the Company, nominates from its Board of Directors fourteen of the eighteen non-executive Directors for appointment to our Board. The Nomination Committee recommendations are made with due regard to these nominations. • Planning for the orderly succession of new Directors to the Board. • Recommending to the Board the appointment of the Chairman and vice-Chairmen. • Keep under review the leadership needs of the Group both executive and non- executive, with a view to ensuring the continued ability of the Group to compete effectively in the market place. • Recommending to the Board the membership and chairmanship of the Audit and Remuneration Committees. • Keep the extent of Directors’ other interests under review to ensure that the effectiveness of the Board is not compromised The full terms of reference of the Nomination Committee can be found on the Company’s website or can be obtained from the Group Secretary. FOCUS DELIVERY MOMENTUM 60 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES The Chairman holds a number of other directorships including the Irish Dairy Board Co-operative Society Limited and Irish Co-operative Organisation Society Limited and farms at Headborough, Knockanore, Tallow, Co. Waterford, but the Committee and the Board considers that these do not interfere with the discharge of his duties to the Group. Board committee membership The Committee is responsible for recommending appropriate individuals for membership of the Board’s committees to ensure that the committees are comprised of individuals with the necessary skills, knowledge and experience. During the year the Committee recommended to the Board that Martin Keane be appointed to the Audit and Remuneration Committees following the retirement of John Fitzgerald. This was implemented during the year by the Board. Review of committee performance The Board and Committee assessed its performance, covering terms of reference, composition, procedures, contribution and effectiveness. As a result of that assessment, the Committee is satisfied that it is functioning effectively and it has met its terms of reference. Arising from the review, our Board has agreed to review the terms of appointment of the non-executive Directors arising from the changes to the UK Corporate Governance Code and other related matters. The Nomination Committee did not use an external search consultancy or open advertising in the appointment of the new non-executive Directors, Brendan Hayes, Michael Keane and John Murphy, as they were nominated by the Board of the Society for appointment to the Board. On behalf of the Nomination Committee Liam Herlihy Chairman Appointment of vice-Chairman The Committee considered the appointment of Martin Keane as vice-Chairman of the Company and recommended his appointment to the Board. As part of their consideration, the Committee noted that Martin Keane had been appointed as vice-Chairman of Glanbia Co-operative Society Limited and while there was no obligation on the Board of the Company to appoint the same candidate as the Society to the position of vice-Chairman, the custom and practice to- date had been that the vice-Chairman of the Society is also appointed vice-Chairman of the Company. The Committee considered the merits of the custom and practice in this regard and the quality of the candidate elected by the Society. The Committee noted the experience of Mr. Keane and his suitability for the role of vice-Chairman of the Company and recommended his appointment to the Board of the Company which was subsequently approved. Review of the time required from a non-executive Director The Committee assessed the time dedicated to the Company by each non- executive Director.  Each of the Directors at the time of appointment agrees to a minimum time commitment of one to two days per month (after the induction phase). This will include attendance at monthly board meetings, the Annual General Meeting, two annual board away days, and at least one site visit per year and appropriate preparation time ahead of each meeting. The nature of the Directors appointments is, however, such that the Directors are required to be flexible in terms of their availability. Sometimes they can be required to work part-time, and sometimes significant time input is required depending on the criticality of the issues and challenges facing the Group. This review also considers the extent of the Directors’ other interests to ensure that the effectiveness of the Board is not compromised by such interests. The Board and Committee are satisfied that the Chairman and each of the non- executive Directors commit sufficient time to the fulfilment of their duties as Chairman and Directors of the Company respectively. FOCUS DELIVERY MOMENTUM 61 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Remuneration Committee report The Remuneration report is structured as follows: a Governance b Remuneration reporting: Remuneration strategy and policy 1 2 Chairman’s appointment 3 Non-executive Directors Tabular information on Directors’ shareholdings, share-based incentives, emoluments and pensions c a Governance The Committee comprises six non-executive Directors and three members constitute a quorum. Following John Fitzgerald’s retirement from the Board on 29 June 2010, the Board, on the recommendation of the Nomination Committee, appointed Martin Keane in his place. The Group Managing Director and the Group Human Resources and Operations Development Director attend Committee meetings by invitation only. They do not attend where their remuneration is discussed and no Director is involved in deciding his own remuneration. The Group Secretary acts as secretary to the Committee. During the year the Committee received material assistance and advice on remuneration policy from the Group Human Resources and Operations Development Director, Mr. Brian Phelan. External consultants provide advice to the Committee on market trends and competitive positioning of remuneration packages as required. Legal advice to the Committee has been provided by Arthur Cox, who also provided services to the Company during the year. The Committee is satisfied that the services provided to it by Arthur Cox are of a technical nature and did not create any conflict of interest. If a conflict of interest were to arise in the future, the Committee would appoint separate legal advisors from those used by the Company. The Board engaged a leading external governance expert to review the terms of reference of the Committee. This review indicated that the terms of reference met very high standards of corporate governance whilst making recommendations for further incremental improvement and fine-tuning which have now been incorporated into the terms of reference. An updated version of the terms of reference are available for inspection on the Company’s website. In 2010, the Committee met seven times and details of attendance at these meetings are provided in the Applying the Principles of the Combined Code section 51 Activities During the period under review, the Committee: • considered and approved executive Directors and other senior executives bonus arrangements for 2010. • assessed and agreed the level of achievement against bonus objectives for 2009 under the approved Annual Incentive Plan. • reviewed and approved the 2010 grant under the 2008 Long Term Incentive Plan (“2008 LTIP”) to executive Directors and other senior executives. • considered the outcome of the performance conditions for the 2007 LTIP share awards and the real growth in Adjusted Earnings Per Share1 (“EPS”) and Total Shareholder Return2 (“TSR”) over the three-year performance and determined the level of shares to be vested. • initiated an external remuneration consultant selection process to assist the Committee in formulating an updated executive remuneration policy to be put to the Board for approval in 2011. • undertook a review of executive Directors and other senior executives base salaries. • assessed its performance, covering terms of reference, composition, procedures, contribution and effectiveness. As a result of that assessment, the Committee is satisfied that it is functioning effectively and has met its terms of reference. 1 2 Adjusted EPS is calculated as the profit for the year attributable to the equity holders of the Parent before exceptional items and amortisation of intangible assets (net of tax). TSR represents the change in capital value of a listed/quoted company over a period, plus dividends, expressed as a plus or minus percentage of the opening value. Jerry Liston Remuneration Committee Chairman Biography 44 • Liam Herlihy • Martin Keane • Victor Quinlan Members • Jerry Liston (Chairman) • John Callaghan • Paul Haran Responsibilities • Determine and agree with the Board the framework or broad policy for the remuneration of the Chairman, the Group Managing Director, executive Directors, members of the Group Operating Executive, the Group Management Committee, the Group Secretary and other senior executives, as required. • Within the agreed policy, determining individual total compensation packages for the Chairman, the Group Managing Director, executive Directors, members of the Group Operating Executive, the Group Management Committee, the Group Secretary and other senior executives, as required. • Recommending to the Board any employee share-based incentive schemes and any performance conditions to be used for such schemes. The full terms of reference of the Remuneration Committee (the “Committee”), can be found on the Company’s website or can be obtained from the Group Secretary. FOCUS DELIVERY MOMENTUM 62 GLANBIA PLC ANNUAL REPORT 2010 Remuneration package DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Elements Base salary Purpose Recognise market value of role and the stage of professional consolidation of the role holder. Annual incentive plan Incentivise executives to achieve specific short term business and personal performance goals during a one year period. Long term incentive plan Aligns senior executives’ interests with those of shareholders and incentivise them to pursue superior results over a three year period within the limits of the Group’s risk appetite. The TSR metric measures the relative return from the Company’s shares against an agreed group of comparator companies, providing alignment with shareholders interests. The EPS metric is also a key performance measure aligned with shareholders’ interests. Pension provision Provide competitive, affordable and sustainable retirement benefits. Other benefits Provide a car benefit or equivalent. Provide suitable medical insurance. b Remuneration reporting 1 Remuneration strategy and policy Remuneration policy is based on attracting, retaining and motivating executives to ensure that they perform in the best interests of the Group and its shareholders. Performance-related elements of remuneration are designed to form an appropriate portion of the total remuneration package of executive Directors. These link remuneration to individual performance and the Group’s performance and align the interests of executive Directors with those of shareholders. This framework is applied to the most senior executives within the Group globally (Business unit CEOs and their senior teams) to create a consistent global approach to reward. The principles of the remuneration strategy are also applied consistently across the Group below this level, taking account of seniority and local market practice. Executive remuneration policy is generally reviewed by the Committee on a three year basis and is planned to be reviewed in 2011, with the assistance of an external advisor. The updated policy will be put to the Board for consideration and approval during 2011 and is to be effective from 2012. Remuneration policy The Board determines the remuneration policy for executive Directors and other senior executives. Key elements of the policy are as follows: The financial targets are derived from the annual business plan as approved by the Board and are based on growth in annual Group EPS or business unit planned profitability as appropriate. • setting base salary by reference to the market median based on an external evaluation of the role. • incentivising executive Directors and senior executives to achieve specific performance goals which are linked to the Group’s business plans. Long-term incentive plans (LTIPs) The Company has operated three LTIPs – the 2002 LTIP (the “2002 Share Option Scheme”), the 2007 LTIP and the 2008 LTIP. The principal plan for executives is the 2008 LTIP which has received shareholder approval. • incentivising executive Directors and senior executives to deliver performance exceeding business plans. • aligning the interests of executive Directors, senior executives and shareholders. • provide an appropriate balance between: • short-term and long-term reward • fixed and variable reward • provide a competitive benefits package Incentives The Group’s strategy is set out in the Strategic Review along with the Group Strategic Framework. The remuneration strategy incentivises and rewards executives to deliver the Group’s strategy through the combination of short-term and long-term incentives. Annual incentive plan The Group operates a performance-related bonus scheme for executive Directors and senior executives. Payments under the scheme for executive Directors depend on the achievement of pre-determined financial targets for the Group or business unit performance and an assessment of individual performance against pre-agreed objectives relevant to their business unit or area of responsibility. The combination of the annual incentive plan and the LTIPs (which are designed to link reward to the key long term drivers of the business and to align the interests of the executive Directors and senior executives with the long term interests of the shareholders through a long-term reward being delivered in shares) provide a balance between short-term cash reward and longer-term share-based reward as per recommended best practice. LTIP awards under the 2008 LTIP are granted annually and vesting is dependent on the achievement of TSR and EPS performance conditions, full details of which are contained in the Summary of Long-Term Incentive Plans on page 63. The TSR and EPS performance conditions are designed to ensure that an appropriate proportion of an executive Directors’ and senior executives’ total incentive package is delivered through longer-term performance. To the extent that any performance condition is not met the relevant part of the award will lapse. FOCUS DELIVERY MOMENTUM 63 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES How the 2008 LTIP works 50% of award based on TSR growth relative to a pre-determined sectoral comparator group of companies over the three-year performance period. 2008 LTIP Award Sustained improvement 50% of award based on actual EPS growth over the three-year performance period 2008 LTIP Award paid in shares reflecting performance achieved Year 0 Year 1 Year 2 Year 3 Summary of long-term incentive plans Plan provisions Performance conditions for grants of awards to be made under the 2002 Share Option Scheme (if any) and the 2008 LTIP are detailed below. It is not intended that any future awards will be granted under the 2007 LTIP. 2008 LTIP 2008 LTIP grant awards are generally based on a percentage of salary and share price at the date of grant. Key features are as follows: • the shares are subject to satisfaction of three- year performance conditions; • 50% of the 2008 LTIP award is based on a TSR performance condition and the other 50% is based on an EPS performance condition; and • shares under award do not attract dividends prior to vesting. How the 2008 LTIP works An award shall not vest unless the Committee is satisfied that the Company’s underlying financial performance has shown a sustained improvement in the period since the date of grant. If this condition is met, the extent of vesting shall be determined by the EPS condition and the TSR performance condition set out below. 2008 EPS performance condition 50% of the award is capable of vesting as determined by the rate of growth in the EPS over the three-year performance period, with nil vesting at EPS growth of less than the Consumer Price Index (CPI) plus 5%, 50% vesting at EPS growth in excess of CPI plus 5% and 100% vesting at EPS growth in excess of CPI plus 10%. Where EPS is between CPI plus 5% and CPI plus 10% then a pro rata vesting on a straight line basis will apply. The rationale for the EPS performance measure is that investors consider EPS to be a key indicator of long-term financial performance and value creation of a public limited company. • 0% of the TSR amount vested (0% of the overall award) • 100% of the EPS element vested (50% of overall award) 2008 TSR performance condition 50% of the award is capable of vesting as determined by the Company’s TSR (share price growth plus dividends) ranking relative to an agreed comparator group of 17 other international food and nutritional companies. None of the shares vest if the Company’s TSR performance is below the top 50% of TSR performance achieved by the sectoral comparator group (the “Comparator Group TSR performance”). 30% vests if the Company’s TSR performance is equal to or above the top 50% Comparator Group TSR performance. 100% vests if the Company’s TSR performance is equal to or above the top 25% of the Comparator Group TSR performance. Where the Company’s TSR performance is between the top 50% and 25% of Comparator Group TSR performance then a pro rata vesting on a straight line basis will apply. The rationale for using a TSR performance measure is that major investors regard TSR as an important indication of both earnings and capital growth relative to other major companies in the same sector and to ensure that awards only vest if there has been a clear improvement in the Company’s relative performance over the relevant period. 2002 Share Option Scheme Key features for 2002 Share Option Scheme options are: • grant of options over shares are granted based on a percentage of salary and share price at the date of grant; • the shares are subject to satisfaction of rolling three-year performance conditions; • the vesting of the options is all based on an EPS performance condition; • shares under options will not attract dividends prior to vesting; and • to encourage participating executives to hold the shares issued to them on the exercise of their options, share awards specified as a percentage of the shares held will be made on the second and fifth anniversaries of the exercise of the option. The number of shares which may be the subject of such awards may not exceed 20% and 10% of the number of shares so held on the respective anniversaries. The grant of such an award is at the discretion of the Committee. 2002 EPS performance condition Whether an option is capable of exercise is determined by the rate of growth in EPS over a three-year performance period, with nil vesting at EPS growth of less than CPI plus 5% and 100% vesting at CPI plus 5% or more growth. Vesting/lapse during the year under the 2007 LTIP In relation to the 2007 award which was based on performance in the three year period to 2 January 2010, the Committee assessed the performance criteria of the 2007 LTIP and the final award was as follows: Other information on share plans Share usage for employee share schemes The Company currently intends to use existing shares to satisfy future share awards under the 2008 LTIP and an employee benefit trust was set up for this purpose. At 1 January 2011, 485,304 FOCUS DELIVERY MOMENTUM 64 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES How the 2002 share option scheme works 2002 LTIP Grant of Option Options exercisable if there has been growth in EPS of at least CPI plus 5% compounded over a three- year performance period Options exercisable Potential Award of additional shares if shares acquired are retained for two or five years from the date of exercise ordinary shares were held by the employee benefit trust. The Company currently intends to issue new shares to satisfy future share options and awards under the 2002 Share Option Scheme. The table below sets out the dilutive effect on the share capital if all options under the 2002 Share Option Scheme capable of being exercised and all awards under the 2002 Share Option Scheme capable of vesting were issued: Total issued share capital: 293,835,684 Outstanding share options under 2002 Share Option Scheme capable of being exercised Outstanding share awards under 2002 Share Option Scheme 1,930,000 90,600 Enlarged issued share capital 295,856,284 Information on post-retirement and other benefits The Glanbia executive Directors are members of the Glanbia pension scheme and the Glanbia executive pension scheme. As such, they are subject to the same contribution rates payable by employee members of the Glanbia pension scheme. The pension schemes also provide a lump sum death-in-service benefit and spouse death in service pension. Executive directors’ service contracts No Director has a service contract with a notice period in excess of one year or with provisions for pre-determined compensation on termination which exceed one year’s salary and benefits-in-kind. Policy on external board appointments The long-standing policy of allowing executive Directors to hold external non- Glanbia related non-executive directorships with the prior approval of the Committee will continue. The Committee considers that external directorships provide the Company’s senior executives with valuable experience that is of benefit to Glanbia. It is also considered appropriate for Glanbia to contribute to the pool of non-executive expertise available for the benefit of the wider business community. The Committee believes that it is reasonable for the individual executive Director to retain any fees received from such appointments given the additional personal responsibility that this entails. Such fees retained by executive Directors in 2010 were as follows: John Moloney: The Irish Dairy Board Co-operative Limited: €17,500 and DCC plc: €61,000. 2 Chairman’s appointment Liam Herlihy was appointed Chairman on 28 May 2008. His appointment is subject to annual re-appointment by the shareholders. His appointment as Chairman will automatically terminate if he ceases to be a Director of the Company or a Director of Glanbia Co-operative Society Limited. His fee, which was set by the Committee at €79,000 per annum, will be subject to review in 2011. This fee reflects the level of commitment and responsibility of the role and is determined by the Committee. 3 Non-executive directors’ appointment The non-executive Directors do not have service contracts but do have letters of appointment detailing the basis of their appointment. The terms and conditions of appointment of non-executive Directors are available for inspection at the Company’s registered office during normal business hours and at the Annual General Meeting (AGM) of the Company. The non-executive Directors do not have periods of notice and the Company has no obligation to pay compensation when their appointment terminates. They are subject to annual re-election at the AGM. Directors’ fees, which will be subject to review in 2011, have been set as follows: Chairman Vice-Chairman Senior Independent Director Remuneration Committee Chairman Paul Haran William Murphy Director appointed by Glanbia Co-operative Society Limited €79,000 €38,000 €63,000 €63,000 €56,000 €56,000 €18,000 FOCUS DELIVERY MOMENTUM 65 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Table A: Directors and Secretary’s interests in Glanbia plc As at 1 January 2011 As at 3 January 2010* Ordinary shares 2008 LTIP awards 2007 LTIP awards 2002 LTIP options 2002 LTIP awards Ordinary shares 2008 LTIP awards 2007 LTIP awards 2002 LTIP options 2002 LTIP awards Directors L Herlihy V Quinlan Mn Keane 91,804 31,347 20,000 – – – J Moloney 1 104,593 484,000 J Callaghan H Corbally E Fitzpatrick J Gannon J Gilsenan P Gleeson P Haran B Hayes Ml Keane J Liston M Merrick J Murphy W Murphy A O'Connor R Prendergast S Talbot K Toland Secretary M Horan 2 2 2 1 1 35,000 7,495 50,501 12,552 5,842 24,923 7,462 18,920 22,104 15,000 3,600 4,000 230,827 15,743 4,007 – – – – – – – – – – – – – – – 29,693 221,000 23,243 337,000 10,093 110,000 1 Executive Director 2 Appointed 29 June 2010 * Or at date of appointment if later – – – – – – – – – – – – – – – – – – – – – – – – – – – – 91,804 31,347 20,000 – – – 510,000 38,900 104,593 284,000 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 35,000 7,495 50,501 12,552 5,842 24,923 7,462 18,920 22,104 15,000 3,600 4,000 230,827 15,743 4,007 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 510,000 38,900 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 75,000 7,900 17,693 101,000 24,000 75,000 7,900 312,000 16,400 23,243 192,000 – 312,000 16,400 – – 4,593 48,000 11,000 – – c Information subject to audit The information in Tables A, A(1), B and C are covered by the Independent auditors’ report 74 The table above and the tables on pages 66 to 68 give details of the interests in shares in Glanbia plc and Glanbia Co-operative Society held by Directors, Secretary and their connected persons for those individuals who were Directors and Secretary of the Company as at 1 January 2011. There have been no changes in the interests of the current Directors listed in the table above between 1 January 2011 and 1 March 2011. The market price of the ordinary shares as at 1 January 2011 was €3.68 and the range during the year was €2.43 to €3.68. The average price for the year was €3.12. The Company’s register of Directors’ and Secretary’s interests (which is open to inspection) contains full details of Directors’ share interests. FOCUS DELIVERY MOMENTUM 66 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Table A(1): Directors and Secretary’s interests in Glanbia Co-operative Society Limited As at 1 January 2011 As at 3 January 2010* "A" Ordinary Shares of €1.00 Convertible Loan Stock of €0.01269738 "C" Shares of €0.01 "A" Ordinary Shares of €1.00 Convertible Loan Stock of €0.01269738 "C" Shares of €0.01 – – – – – – – – – – – – – – – – – 48,176,819 3,576,185 84,564 4,952,304 1,040,133 10,036,078 142,905 5,157,402 1,500,000 1,875,940 387,464 – 1,714,149 – – 9,145,071 1,000,000 90,397 12,245 6,360 – 5,814 24,329 10,759 3,917 9,874 20,084 6,074 14,517 – 19,785 6,620 – – 410,210 48,176,819 – 3,576,185 56,298 – 79,510 85,412 83,584 83,439 – – 92,334 – – 104,550 48,671 – – 84,564 4,952,304 1,040,133 10,036,078 142,905 5,157,402 1,500,000 2,052,647 387,464 283,234 1,714,149 – – 9,145,071 1,000,000 Directors L Herlihy V Quinlan Mn Keane J Moloney H Corbally E Fitzpatrick J Gannon J Gilsenan B Hayes Ml Keane M Merrick J Murphy W Murphy A O'Connor R Prendergast S Talbot Secretary M Horan 1 2 2 2 1 1 Executive Director 2 Appointed 29 June 2010 * Or at date of appointment if later 91,425 12,387 6,626 – 5,912 24,623 10,974 3,971 9,996 20,157 6,309 14,834 – 20,530 6,683 – – FOCUS DELIVERY MOMENTUM 67 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Table B: Share Options and LTIP Awards – John Moloney 2002 LTIP 2002EPS 2002EPS 2002EPS 03–Jan–10 290,000 150,000 70,000 510,000 Granted during the year Exercised during the year Lapsed during the year 01–Jan–11 – – – – – – – – – – – 290,000 150,000 70,000 – 510,000 LTIPs 03–Jan–10 Granted during the year Vested during the year Lapsed during the year 01–Jan–11 2008TSR 2008EPS 2008TSR 2008EPS 2008TSR 2008EPS 71,000 71,000 71,000 71,000 – – – – – – 100,000 100,000 284,000 200,000 – – – – – – – – – – – – – – 71,000 71,000 71,000 71,000 100,000 100,000 484,000 Exercise price € 1.55 2.725 4.03 Market price at date of award € 4.45 4.45 2.72 2.72 2.82 2.82 Date of exercise or lapse Date of grant 29–Aug–02 9–Dec–04 30–Aug–07 – – – Market price on exercise € – – – Earliest date exercisable from Expiry date Note 30–Aug–05 28–Aug–12 10–Dec–07 8–Dec–14 31–Aug–10 29–Aug–17 1, 2 1, 3 1 Date of award Date of vesting or lapse 28–Aug–08 28–Aug–08 9–Jun–09 9–Jun–09 25–May–10 25–May–10 – – – – – – Market price at vesting € – – – – – – Earliest date for vesting Expiry date Performance period Note 28–Aug–11 28–Aug–12 28–Aug–11 28–Aug–12 9–Jun–13 9–Jun–13 25–May–13 25–May–14 25–May–13 25–May–14 9–Jun–12 9–Jun–12 2008–2010 2008–2010 2009–2011 2009–2011 2010–2012 2010–2012 4 4 4 4 4 4 Note: Performance conditions for the options and awards set out above are detailed below. 1 2 Subject to a performance condition that has been met. Eligible for a share award of 10% of the ordinary shares he continues to hold following the second anniversary of the exercise of the option 3 4 Eligible for a share award of 6.6% of the ordinary shares he continues to hold following the second anniversary of the exercise of the option Subject to a performance condition that is yet to be tested. Table B: Share Options and LTIP Awards – Siobhán Talbot 2002 LTIP 2002EPS Granted during the year Exercised during the year Lapsed during the year 01–Jan–11 03–Jan–10 75,000 75,000 – – – – – – 75,000 75,000 LTIPs 03–Jan–10 Granted during the year Vested during the year Lapsed during the year 01–Jan–11 2007TSR 2007EPS 2008TSR 2008EPS 2008TSR 2008EPS 2008TSR 2008EPS 12,000 12,000 22,500 22,500 28,000 28,000 – – – – – – – – 60,000 60,000 125,000 120,000 – 12,000 – – – – – – 12,000 12,000 – – – – – – – 12,000 – – 22,500 22,500 28,000 28,000 60,000 60,000 221,000 Exercise price € 2.725 Market price at date of award € 4.03 4.03 4.45 4.45 2.72 2.72 2.82 2.82 Date of grant Date of exercise or lapse 9–Dec–04 – Market price on exercise € – Earliest date exercisable from Expiry date Note 10–Dec–07 8–Dec–14 1, 2 Date of award Date of vesting or lapse 30–Aug–07 25–May–10 30–Aug–07 25–May–10 – 28–Aug–08 – 28–Aug–08 – 9–Jun–09 – 9–Jun–09 – 25–May–10 – 25–May–10 Market price at vesting € – 2.82 – – – – – – Earliest date for vesting Expiry date Performance period Note Mar–10 30–Aug–11 Mar–10 30–Aug–11 28–Aug–11 28–Aug–12 28–Aug–11 28–Aug–12 9–Jun–13 9–Jun–13 25–May–13 25–May–14 25–May–13 25–May–14 9–Jun–12 9–Jun–12 2007–2009 2007–2009 2008–2010 2008–2010 2009–2011 2009–2011 2010–2012 2010–2012 3 1 4 4 4 4 4 4 Ms. S. Talbot is also eligible for a share award of 10% of the 4,000 ordinary shares (400) allotted to her on 28 August 2008. Note: Performance conditions for the options and awards set out above are detailed below. 1 2 Subject to a performance condition that has been met. Eligible for a share award of 10% of the ordinary shares she continues to hold following the second anniversary of the exercise of the option 3 4 The award lapsed in 2010 having not met the performance condition. Subject to a performance condition that is yet to be tested. FOCUS DELIVERY MOMENTUM 68 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Table B: Share Options and LTIP Awards – Kevin Toland 2002 LTIP 2002EPS 2002EPS 2002EPS 03–Jan–10 164,000 100,000 48,000 312,000 Granted during the year Exercised during the year Lapsed during the year 01–Jan–11 – – – – – – – – – – – – 164,000 100,000 48,000 312,000 Date of exercise or lapse Date of grant Exercise price € 2.725 1.55 29–Aug–02 9–Dec–04 4.03 30–Aug–07 – – – LTIPs 03–Jan–10 Granted during the year Vested during the year Lapsed during the year 01–Jan–11 2008TSR 2008EPS 2008TSR 2008EPS 2008TSR 2008EPS 48,000 48,000 48,000 – – – 48,000 – – – 72,500 72,500 192,000 145,000 – – – – – – – – – – – – – – 48,000 48,000 48,000 48,000 72,500 72,500 337,000 Market price at date of award € Date of award Date of vesting or lapse 4.45 28–Aug–08 4.45 28–Aug–08 9–Jun–09 2.72 9–Jun–09 2.72 2.82 25–May–10 2.82 25–May–10 – – – – – – Note: Performance conditions for the options and awards set out above are detailed below. 1 2 3 Subject to a performance condition that has been met. Eligible for a share award of 10% of the ordinary shares he continues to hold following the second anniversary of the exercise of the option Subject to a performance condition that is yet to be tested. Table B: Share Options and LTIP Awards – Michael Horan Market price on exercise € – – – Market price at vesting € – – – Earliest date exercisable from Expiry date Note 30–Aug–05 28–Aug–12 10–Dec–07 8–Dec–14 31–Aug–10 29–Aug–17 1, 2 1 1 Earliest date for vesting Expiry date Performance period Note 28–Aug–11 28–Aug–12 28–Aug–11 28–Aug–12 9–Jun–13 9–Jun–12 – – – 9–Jun–12 9–Jun–13 25–May–13 25–May–14 25–May–13 25–May–14 2008–2010 2008–2010 2009–2011 2009–2011 2010–2012 2010–2012 3 3 3 3 3 3 LTIPs 03–Jan–10 Granted during the year Vested during the year Lapsed during the year 01–Jan–11 Market price at date of award € Date of award Date of vesting or lapse Market price at vesting € Earliest date for vesting Expiry date Performance period Note 2007TSR 2007EPS 2008TSR 2008EPS 2008TSR 2008EPS 2008TSR 2008EPS 5,500 5,500 12,000 12,000 12,000 12,000 – – 59,000 – – – – – – 31,000 31,000 62,000 – 5,500 – – – – – – 5,500 5,500 – – – – – – – 5,500 – – 12,000 12,000 12,000 12,000 31,000 31,000 110,000 4.03 30–Aug–07 25–May–10 4.03 30–Aug–07 25–May–10 – 4.45 28–Aug–08 – 4.45 28–Aug–08 – 9–Jun–09 2.72 – 2.72 9–Jun–09 – 2.82 25–May–10 – 2.82 25–May–10 – 2.82 – – – – – – Mar–10 30–Aug–11 Mar–10 30–Aug–11 28–Aug–11 28–Aug–12 28–Aug–11 28–Aug–12 9–Jun–13 9–Jun–13 25–May–13 25–May–14 25–May–13 25–May–14 9–Jun–12 9–Jun–12 2007–2009 2007–2009 2008–2010 2008–2010 2009–2011 2009–2011 2010–2012 2010–2012 2 1 3 3 3 3 3 3 Note: Performance conditions for the options and awards set out above are detailed below. 1 2 3 Subject to a performance condition that has been met. The award lapsed in 2010 having not met the performance condition. Subject to a performance condition that is yet to be tested. FOCUS DELIVERY MOMENTUM 69 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Table C: Directors remuneration The salary, fees and other benefits pursuant to the remuneration package of each Director during the year were: Salary €'000 Fees €'000 Performance bonus €'000 Pension contribution €'000 Other benefits €'000 Executive Directors J Moloney G Meagher (note (a)) K Toland S Talbot (note (b)) 2010 2009 Non – executive Directors 452 – 344 251 1,047 1,070 L Herlihy Mn Keane (note (c)) V Quinlan J Callaghan H Corbally N Dunphy (note (d)) J Fitzgerald (note (e)) E Fitzpatrick J Gannon (note (f)) J Gilsenan P Gleeson P Haran B Hayes (note (g)) C Hill (note (d)) Ml Keane (note (g)) J Liston M Merrick J Murphy (note (g)) W Murphy A O'Connor M Parsons (note (h)) R Prendergast 2010 2009 Total 2010 Total 2009 – – – – – – – – – – – – – – – – – – – – – – – – 1,047 1,070 – – – – – – 79 28 38 63 18 9 19 18 18 18 18 56 9 9 9 63 18 9 56 18 – 18 591 594 591 594 580 – 430 326 1,336 – 94 – 73 60 227 239 33 – 60 15 108 113 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – 1,336 – 227 239 108 113 2010 Total €'000 1,159 – 907 652 2,718 2009 Total €'000 587 199 472 164 1,422 79 28 38 63 18 9 19 18 18 18 18 56 9 9 9 63 18 9 56 18 – 18 79 18 38 64 18 18 38 18 11 18 18 56 – 18 – 64 18 – 56 18 8 18 591 3,309 594 2,016 (a) Mr G Meagher retired as an executive Director on 30 June 2009. (b) Ms S Talbot was appointed as an executive Director on 1 July 2009. (c) Mr Mn Keane was appointed vice-Chairman on 29 June 2010. (d) Messrs N Dunphy and C Hill resigned as Directors on 29 June 2010. (e) Mr J Fitzgerald resigned as a vice-Chairman and Director on 29 June 2010. (f) Mr J Gannon was appointed as a Director on 27 May 2009. (g) Messrs B Hayes, Ml Keane and J Murphy were appointed Directors on 29 June 2010. (h) Mr M Parsons resigned as a Director on 27 May 2009. FOCUS DELIVERY MOMENTUM 70 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Table C: Directors remuneration (continued) The pension benefits of each of the executive Directors during the year were as follows: Transfer value of increase in accrued pension €' 000 Annual pension accrued in 2010 in excess of inflation €' 000 Total annual accrued pension 1 January 2011 €' 000 77 51 35 163 219 9 9 6 24 28 338 118 117 573 784 J Moloney K Toland S Talbot 2010 2009 The Remuneration Committee of the Board, which comprises solely of non-executive Directors, determines the Company's policy on executive Director remuneration and sets the remuneration package of each of the executive Directors. There are no contracts of service for executive Directors which are required to be made available for inspection. All emoluments and compensation paid to the Directors during the year are shown above. Where the individual was appointed during the year the amount shown is for the period from appointment. The benefits received by the Irish executive Directors include, where applicable, the provision of a car and suitable medical insurance. The benefits received by the US-based executive Director include a cash allowance for a car, medical examination, dental benefits and insured life benefits. On behalf of the Remuneration Committee Jerry Liston Remuneration Committee Chairman FOCUS DELIVERY MOMENTUM 71 GLANBIA PLC ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Statement of Directors’ responsibilities The Directors are responsible for keeping proper books of account that disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Acts 1963 to 2009 and, as regards the group financial statements, article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the Republic of Ireland concerning the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Directors’ statement pursuant to the Transparency (Directive 2004/109/EC) Regulations 2007 Each of the Directors, executive and non- executive, whose names and functions are listed on pages 44 to 46 confirms that to the best of each person’s knowledge and belief: • the financial statements prepared in accordance with IFRS as adopted by the EU give a true and fair view of the assets, liabilities and financial position of the Company and the Group and of the profit of the Group; and • the Directors’ report contained in the annual report includes a fair review of the development and performance of the business and the position of the Company and Group, together with a description of the principal risks and uncertainties that they face. The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations. Irish company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. The financial statements are required by law to give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group. In preparing these financial statements the Directors are required to: • Select suitable accounting policies and then apply them consistently; • Make judgements and estimates that are reasonable and prudent; • State that the financial statements comply with IFRSs as adopted by the European Union; and • Prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the Group will continue in business, in which case there should be supporting assumptions or qualifications as necessary. The Directors are also required by applicable law and the Listing Rules issued by the Irish Stock Exchange to prepare a Directors’ report and reports relating to Directors’ remuneration and report on corporate governance in accordance with the European Communities (Directive 2006/46/EC) Regulations 2009 (as amended) and the Directors are required to include a management report containing a fair review of the business and a description of the principal risks and uncertainties facing the Group in accordance with the Transparency (Directive 2004/109/EC) Regulations 2007. Directors' Report On behalf of the Board L Herlihy J Moloney S Talbot Directors 1 March 2011 FOCUS DELIVERY MOMENTUM 72 GLANBIA PLC ANNUAL REPORT 2010 Financial statements DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES FOCUS DELIVERY MOMENTUM 73 73 GLANBIA PLC GLANBIA PLC ANNUAL REPORT 2010 ANNUAL REPORT 2010 DIRECTORS' REPORT: CHAIRMAN’S INTRODUCTION FINANCIAL STATEMENTS GOVERNANCE BOARD OF DIRECTORS & SENIOR MANAGEMENT APPLYING THE PRINCIPLES OF THE COMBINED CODE OTHER STATUTORY INFORMATION COMMITTEE REPORTS STATEMENT OF DIRECTORS RESPONSIBILITIES Independent auditors’ report to the members of Glanbia plc Group income statement Group statement of comprehensive income Group statement of changes in equity Group statement of financial position Group statement of cash flows Company statement of financial position Company statement of changes in equity Company statement of comprehensive income and statement of cash flows Notes to the financial statements 1. General information 2. Summary of significant accounting polices 3. Financial risk management 4. Critical accounting estimates and judgements 5. Segment information 6. Operating expenses 7. Exceptional items 8. Employee benefit expense 9. Directors’ remuneration 10. Finance income and costs 11. Income taxes 12. Earnings per share 13. Dividends 14. Property, plant and equipment 15. Intangible assets 16. Investments in associates 17. Investments in joint ventures 18. Available for sale financial assets 19. Trade and other receivables 20. Inventories 21. Cash and cash equivalents 22. Other reserves 23. Share capital and share premium 24. Retained earnings 25. Non-controlling interests 26. Borrowings 27. Deferred income taxes 28. Retirement benefit obligations 29. Provisions for other liabilities and charges 30. Capital grants 31. Trade and other payables 32. Derivative financial instruments 33. Contingent liabilities 34. Commitments 35. Cash generated from operations 36. Business combinations 37. Related party transactions 38. Events after the reporting period 39. Comparatives 40. Principal subsidiary and associated undertakings 74 76 77 78 79 80 81 82 83 84 84 90 95 96 101 102 103 103 103 104 105 106 106 107 110 111 112 113 115 115 116 120 121 121 122 124 126 129 130 130 130 131 132 132 133 134 135 136 136 FOCUS DELIVERY MOMENTUM 74 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS Independent auditors’ report to the members of Glanbia plc We have audited the Group and Parent Company financial statements (the “financial statements”) of Glanbia plc for the year ended 1 January 2011, which comprise the Group income statement, the Group and Parent Company statements of financial position, the Group and Parent Company statements of changes in equity, the Group and Parent Company statements of cash flows, the Group and Parent Company statements of comprehensive income and the related notes. These financial statements have been prepared under the accounting policies set out therein. Respective responsibilities of Directors and auditors The Directors’ responsibilities for preparing the Annual Report and the financial statements, in accordance with applicable Irish law and International Financial Reporting Standards (IFRSs) as adopted by the European Union, are set out in the statement of Directors’ responsibilities. Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). This report, including the opinion, has been prepared for and only for the Parent Company’s members as a body in accordance with section 193 of the Companies Act, 1990 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. We report to you our opinion as to whether the Group financial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union. We report to you our opinion as to whether the Parent Company financial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union, as applied in accordance with the provisions of the Companies Acts, 1963 to 2009. We also report to you whether the financial statements have been properly prepared in accordance with Irish statute comprising the Companies Acts, 1963 to 2009 and Article 4 of the IAS Regulation. We state whether we have obtained all the information and explanations we consider necessary for the purposes of our audit, and whether the Parent Company statement of financial position is in agreement with the books of account. We also report to you our opinion as to: (cid:159) whether the Parent Company has kept proper books of account; (cid:159) whether the Directors’ report is consistent with the financial statements; and (cid:159) whether at the reporting date there existed a financial situation which may require the Parent Company to convene an extraordinary general meeting of the Parent Company; such a financial situation may exist if the net assets of the Parent Company, as stated in the Parent Company statement of financial position are not more than half of its called-up share capital. We also report to you if, in our opinion, any information specified by law or the Listing Rules of the Irish Stock Exchange regarding Directors’ remuneration and Directors’ transactions is not disclosed and, where practicable, include such information in our report. We are required by law to report to you our opinion as to whether the description in the statement on corporate governance of the main features of the internal control and risk management systems in relation to the process for preparing the Group financial statements is consistent with the Group financial statements. In addition, we review whether the statement on corporate governance reflects the Company's compliance with the nine provisions of the June 2008 Combined Code specified for our review by the Listing Rules of the Irish Stock Exchange, and report if it does not. We are not required to consider whether the Board’s statements on internal controls cover all risks and controls, or form an opinion on the effectiveness of the Group’s corporate governance procedures or its risk and control procedures. We read the other information contained in the Annual Report and consider whether it is consistent with the audited financial statements. The other information comprises of the following sections: our strategy, Group performance, divisional performance and governance. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information. Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the Directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Group’s and Parent Company’s circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Opinion In our opinion: (cid:159) (cid:159) (cid:159) the Group financial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union, of the state of the Group’s affairs as at 1 January 2011 and of its profit and cash flows for the year then ended; the Parent Company financial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union, as applied in accordance with the provisions of the Companies Acts, 1963 to 2009 of the state of the Parent Company’s affairs as at 1 January 2011 and cash flows for the year then ended; and the financial statements have been properly prepared in accordance with the Companies Acts, 1963 to 2009 and Article 4 of the IAS Regulation. 75 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS We have obtained all the information and explanations which we consider necessary for the purposes of our audit. In our opinion proper books of account have been kept by the Parent Company. The Parent Company statement of financial position is in agreement with the books of account. In our opinion the information given in the Directors’ report is consistent with the financial statement, and the description in the statements on corporate governance of the main features of the internal control and risk management systems in relation to the process for preparing the Group financial statements is consistent with the Group financial statements The net assets of the Parent Company, as stated in the Parent Company statement of financial position are more than half of the amount of its called-up share capital and, in our opinion, on that basis there did not exist at 1 January 2011 a financial situation which under section 40 (1) of the Companies (Amendment) Act, 1983 would require the convening of an extraordinary general meeting of the Company. PricewaterhouseCoopers Chartered Accountants and Registered Auditors Waterford, Ireland 1 March 2011 76 GLANBIA PLC ANNUAL REPORT 2010 Group income statement for the financial year ended 1 January 2011 FINANCIAL STATEMENTS Pre- exceptional 2010 €’000 Notes Exceptional 2010 €’000 (note 7) Total 2010 €’000 Pre- exceptional 2009 €'000 Exceptional 2009 €'000 (note 7) Total 2009 €'000 Revenue Cost of sales Gross profit Distribution expenses Administration expenses Other gains and losses 5 2,166,695 (1,784,263) 382,432 (115,896) (130,029) – – – – – – 10,238 2,166,695 1,830,327 – 1,830,327 (1,784,263) (1,507,119) (5,084) (1,512,203) 382,432 323,208 (5,084) 318,124 (115,896) (130,029) 10,238 (116,115) (95,927) – (1,486) (8,485) 60,730 (117,601) (104,412) 60,730 Operating profit 136,507 10,238 146,745 111,166 45,675 156,841 Finance income Finance costs Share of results of Joint Ventures & Associates Profit before taxation Income taxes 10 10 11 3,290 (25,420) 10,103 – – – 3,290 (25,420) 5,542 (29,576) 10,103 10,225 – – – 5,542 (29,576) 10,225 124,480 (25,527) 10,238 134,718 (558) (26,085) 97,357 (19,103) 45,675 (10,770) 143,032 (29,873) Profit for the year 98,953 9,680 108,633 78,254 34,905 113,159 Attributable to: Equity holders of the Parent Non-controlling interests 25 Basic earnings per share (cents) Diluted earnings per share (cents) 12 12 108,047 586 108,633 36.86 36.63 112,676 483 113,159 38.46 38.35 On behalf of the Board L Herlihy J Moloney S Talbot Directors 77 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS Group statement of comprehensive income for the financial year ended 1 January 2011 Notes 2010 €'000 2009 €'000 Profit for the year 108,633 113,159 Other comprehensive income/(expense) Actuarial gain/(loss) – defined benefit schemes Deferred tax (charge)/credit on actuarial gain/loss Share of actuarial gain/(loss) – Joint Ventures & Associates Deferred tax (charge)/credit on actuarial gain/loss – Joint Ventures & Associates Currency translation differences Revaluation of available for sale financial assets Fair value movements on cash flow hedges Deferred tax on cash flow hedges and revaluation of available for sale financial assets 28 27 24 24 22 22 22 27 13,379 (1,250) 2,760 (316) 20,169 (5,381) 3,936 2,267 (31,215) 2,684 (1,730) 366 6,258 (3,367) 5,114 (503) Other comprehensive income/(expense) for the year, net of tax 35,564 (22,393) Total comprehensive income for the year 144,197 90,766 Total comprehensive income attributable to: Equity holders of the Parent Non-controlling interests 25 143,611 586 90,283 483 144,197 90,766 78 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS Group statement of changes in equity for the financial year ended 1 January 2011 Attributable to equity holders of the Parent Share capital and share premium €'000 Other reserves €'000 Retained earnings €'000 Total €'000 (note 23) (note 22) (note 24) Non- controlling interests €'000 (note 25) Total €'000 Balance at 3 January 2009 99,219 100,983 19,707 219,909 8,010 227,919 Profit for the year Other comprehensive income/(expense) Actuarial loss – defined benefit schemes Deferred tax on actuarial loss Share of actuarial loss – Joint Ventures & Associates Fair value movements Deferred tax on fair value movements Exceptional non-cash foreign exchange loss Currency translation differences Total comprehensive income for the year Dividends paid during the year Cost of share based payments – – – – – – – – – – – – – – – 1,747 (503) 18,280 (12,022) 112,676 112,676 483 113,159 (31,215) (31,215) 2,684 (1,364) – – – – 2,684 (1,364) 1,747 (503) 18,280 (12,022) – – – – – – – (31,215) 2,684 (1,364) 1,747 (503) 18,280 (12,022) 7,502 82,781 90,283 483 90,766 – (19,484) (19,484) (2,000) (21,484) 187 – 187 – 187 Balance at 2 January 2010 99,219 108,672 83,004 290,895 6,493 297,388 Profit for the year Other comprehensive income/(expense) Actuarial gain – defined benefit schemes Deferred tax on actuarial gain Share of actuarial gain – Joint Ventures & Associates Fair value movements Deferred tax on fair value movements Currency translation differences Total comprehensive income for the year Dividends paid during the year Cost of share based payments Transfer on exercise, forfeit or lapse of share based payments that have vested Shares issued Premium on shares issued – – – – – – – – – – – 17 505 – – – – (1,445) 2,267 20,169 108,047 108,047 586 108,633 13,379 (1,250) 2,444 – – – 13,379 (1,250) 2,444 (1,445) 2,267 20,169 – – – – – – 13,379 (1,250) 2,444 (1,445) 2,267 20,169 20,991 122,620 143,611 586 144,197 – (20,453) (20,453) (187) (20,640) 2,937 (373) – – – 2,937 373 – – – 17 505 – – – – 2,937 – 17 505 Balance at 1 January 2011 99,741 132,227 185,544 417,512 6,892 424,404 Goodwill previously written off amounting to €93.0 million (2009: €93.0 million) is included in opening and closing retained earnings. 79 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS Group statement of financial position as at 1 January 2011 ASSETS Non-current assets Property, plant and equipment Intangible assets Investments in associates Investments in joint ventures Trade and other receivables Deferred tax assets Available for sale financial assets Derivative financial instruments Current assets Inventories Trade and other receivables Derivative financial instruments Cash and cash equivalents Total assets EQUITY Issued capital and reserves attributable to equity holders of the Parent Share capital and share premium Other reserves Retained earnings Non-controlling interests Total equity LIABILITIES Non-current liabilities Borrowings Derivative financial instruments Deferred tax liabilities Retirement benefit obligations Provisions for other liabilities and charges Capital grants Current liabilities Trade and other payables Current tax liabilities Borrowings Derivative financial instruments Provisions for other liabilities and charges Total liabilities Total equity and liabilities On behalf of the Board L Herlihy J Moloney S Talbot Directors Notes 2010 €'000 2009 €'000 14 15 16 17 19 27 18 32 20 19 32 21 23 22 24 25 26 32 27 28 29 30 31 26 32 29 369,346 356,830 11,757 58,945 23,084 7,388 14,127 1,643 363,152 342,112 10,041 58,276 50,555 12,022 20,397 2,718 843,120 859,273 303,881 246,831 3,912 229,101 201,577 204,326 7,501 152,789 783,725 566,193 1,626,845 1,425,466 99,741 132,227 185,544 99,219 108,672 83,004 417,512 290,895 6,892 6,493 424,404 297,388 636,251 3,315 75,966 48,560 22,392 18,609 594,462 5,631 66,337 85,765 20,133 18,582 805,093 790,910 366,246 2,538 972 6,487 21,105 295,481 2,816 945 10,615 27,311 397,348 337,168 1,202,441 1,128,078 1,626,845 1,425,466 80 GLANBIA PLC ANNUAL REPORT 2010 Group statement of cash flows for the financial year ended 1 January 2011 Cash flows from operating activities Cash generated from operations Interest received Interest paid Tax paid Net cash inflow from operating activities Cash flows from investing activities Acquisition of subsidiary, net of cash acquired Payment of deferred consideration on acquisition of subsidiaries Purchase of property, plant and equipment Purchase of intangible assets Dividends received from joint ventures Loans repaid by/(advanced to) joint ventures Decrease in available for sale financial assets Proceeds from sale of property, plant and equipment Net cash outflow from investing activities Cash flows from financing activities Proceeds from issue of ordinary shares Increase in borrowings Finance lease principal payments Dividends paid to Company shareholders Dividends paid to non-controlling interests Capital grants received Net cash inflow from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Effects of exchange rate changes on cash and cash equivalents Notes 35 17 23 13 25 FINANCIAL STATEMENTS 2010 €'000 2009 €'000 107,214 3,054 (25,613) (11,955) 104,710 5,352 (30,484) (5,533) 72,700 74,045 – (644) (31,631) (4,333) 11,210 23,280 438 1,163 (521) (762) (47,463) (3,724) 17,924 (21,508) 433 1,609 (517) (54,012) 522 21,823 (926) (20,453) (187) 1,432 – 16,642 (908) (19,484) (2,000) 6,793 2,211 1,043 74,394 21,076 152,789 1,918 132,572 (859) Cash and cash equivalents at the end of the year 21 229,101 152,789 Reconciliation of net cash flow to movement in net debt Net increase in cash and cash equivalents Cash movements from debt financing Fair value movement of interest rate swaps qualifying as fair value hedges Exchange translation adjustment on net debt Movement in net debt in the year Net debt at the beginning of the year Net debt at the end of the year Net debt comprises: Borrowings Cash and cash equivalents 2010 €'000 74,394 (20,897) 2009 €'000 21,076 (15,734) 53,497 5,342 (2,165) (16,836) 34,496 (442,618) 597 3,526 9,465 (452,083) (408,122) (442,618) 26 21 (637,223) 229,101 (595,407) 152,789 (408,122) (442,618) 81 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS Company statement of financial position as at 1 January 2011 ASSETS Non-current assets Investments in associates Available for sale financial assets Investments in subsidiaries Current assets Trade and other receivables Cash and cash equivalents Total assets EQUITY Issued capital and reserves attributable to equity holders of the Company Share capital and share premium Retained earnings Other reserves Total equity LIABILITIES Current liabilities Trade and other payables Borrowings Total liabilities Total equity and liabilities Notes 16 18 18 19 21 23 24 2010 €'000 2,298 265 2009 €'000 1,395 740 599,325 452,814 601,888 454,949 109 8,200 76,327 – 8,309 76,327 610,197 531,276 455,009 40,578 7,340 454,487 59,913 4,545 502,927 518,945 31 26 107,270 – 2,781 9,550 107,270 12,331 610,197 531,276 As permitted by section 148(8) of the Companies Act, 1963 and section 7(1A) of the Companies (Amendment) Act, 1986 the Parent Company is availing of the exemption from presenting its separate income statement in these financial statements and from filing it with the Registrar of Companies. The profit for the year dealt with in the financial statements of Glanbia plc, amounts to €0.7 million (2009: €43.3 million). On behalf of the Board L Herlihy J Moloney S Talbot Directors 82 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS Company statement of changes in equity for the financial year ended 1 January 2011 Other reserves Share capital and share premium €'000 (note 23) Retained earnings €'000 Capital reserve €'000 Own shares €'000 Share based payment reserve €'000 Total €'000 (note 24) (note 22 a) (note 22 f) (note 22 g) Balance at 3 January 2009 454,487 36,056 4,227 (1,899) 1,612 494,483 Profit for the year Dividends paid during the year Cost of share based payments Transfer from trade and other payables – share based payments – – – – 43,341 (19,484) – – – – – – – – – – – – 167 438 43,341 (19,484) 167 438 Balance at 2 January 2010 454,487 59,913 4,227 (1,899) 2,217 518,945 Profit for the year Dividends paid during the year Cost of share based payments Transfer on exercise, forfeit or lapse of share based payments that have vested Transfer of reserves between Group companies Shares issued Premium on shares issued – – – – – 17 505 745 (20,453) – 373 – – – – – – – – – – – – – 283 – – – – – 2,937 (656) 231 – – 745 (20,453) 2,937 – 231 17 505 Balance at 1 January 2011 455,009 40,578 4,227 (1,616) 4,729 502,927 83 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS Company statement of comprehensive income and statement of cash flows for the financial year ended 1 January 2011 Company statement of comprehensive income Notes 2010 €'000 2009 €'000 Profit for the year 24 745 43,341 Total comprehensive income for the year 745 43,341 Company statement of cash flows Cash flows from operating activities Cash generated from operations 2010 €'000 2009 €'000 35 33,192 23,124 Net cash inflow from operating activities 33,192 23,124 Cash flows from investing activities Decrease in available for sale financial assets Acquisition of other Group companies Net cash (outflow)/inflow from investing activities Cash flows from financing activities Proceeds from issue of ordinary shares Dividends paid to Company shareholders Capital contribution from other Group companies Net cash outflow from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year 18 23 13 475 (5,986) (5,511) 522 (20,453) 10,000 550 – 550 – (19,484) – (9,931) (19,484) 17,750 4,190 (9,550) (13,740) 8,200 (9,550) 84 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS Notes to the financial statements for the financial year ended 1 January 2011 1. General information Glanbia plc (“the Company”) and its subsidiaries (together “the Group”) is a global nutritional solutions and cheese Group with its main operations in Ireland, Europe, the USA, Canada, Asia and Nigeria. The Company is a public limited company incorporated and domiciled in Ireland. The address of its registered office is Glanbia House, Kilkenny, Ireland. The Group is controlled by Glanbia Co- operative Society Limited (“the Society”), which holds 54.5% of the issued share capital of the Company and is the ultimate parent of the Group. The Company shares are quoted on the Irish and London Stock Exchanges. These consolidated financial statements have been approved for issue by the Board of Directors on 1 March 2011. 2. Summary of significant accounting polices New accounting standards and IFRIC interpretations adopted by the Group during the year ended 1 January 2011 are dealt with in section (z) below. The adoption of these standards and interpretations had no significant impact on the results or financial position of the Group during the year. The other principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated. (a) Basis of preparation These consolidated financial statements have been prepared in accordance with EU adopted International Financial Reporting Standards (IFRS), IFRIC interpretations and those parts of the Companies Acts, 1963 to 2009 applicable to companies reporting under IFRS. The consolidated financial statements have been prepared under the historical cost convention as modified by use of fair values for available for sale financial assets and derivative financial instruments. The preparation of the financial statements in conformity with IFRS requires the use of estimates, judgements and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best knowledge of the amount, event or actions, actual results ultimately may differ from these estimates. Amounts are stated in euro thousands (€’000) unless otherwise stated. These financial statements are prepared for a 52 week period ending on 1 January 2011, comparatives are for the 52 week period ended 2 January 2010. The statements of financial position for 2010 and 2009 have been drawn up as at 1 January 2011 and 2 January 2010 respectively. (b) Consolidation The Group financial statements incorporate: (i) The financial statements of Glanbia plc (“the Company”) and enterprises controlled by the Company (“its subsidiaries”). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are consolidated from the date on which control is transferred to the Group and are no longer consolidated from the date that control ceases. The Group uses the acquisition method of accounting to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree's net assets. Investments in subsidiaries are accounted for at cost less impairment. Cost is adjusted to reflect changes in consideration arising from contingent consideration amendments. Costs also includes direct attributable costs of investment. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognised directly in the income statement. Inter-company transactions, balances and unrealised gains on transactions between Group companies are eliminated. Where necessary, the accounting policies for subsidiaries have been changed to ensure consistency with the policies adopted by the Group. (ii) The Group’s share of the results and net assets of associated companies and joint ventures are included based on the equity method of accounting. An associate is an enterprise over which the Group has significant influence, but not control, through participation in the financial and operating policy decisions of the investee. A joint venture is an entity subject to joint control by the Group and other parties. Under the equity method of accounting, the Group’s share of the post-acquisition profits and losses of associates and joint ventures is recognised in the income statement and its share of post acquisition movements in reserves is recognised directly in other comprehensive income. The cumulative post acquisition movements are adjusted against the cost of the investment. Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group’s interest in the associate or joint venture. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. When the Group’s share of losses in an associate or joint venture equals or exceeds its interest in the associate or joint venture, the Group does not recognise further losses, unless the Group has incurred obligations or made payments on behalf of the associate or joint venture. 85 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS (c) Segment reporting In accordance with the requirements of IFRS 8 – Segment Reporting, operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker. The Chief Operating Decision Maker responsible for allocating resources and assessing performance of the operating segments has been identified as the Glanbia Operating Executive Committee who make strategic decisions. (d) Foreign currency translation (i) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’). The consolidated financial statements are presented in euro, which is the Company’s functional and Group’s presentation currency. (ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in the income statement, except when deferred in equity as qualifying cash flow hedges. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the reporting date. Currency translation differences on monetary assets and liabilities are taken to the income statement, except when deferred in equity in the currency translation reserve as (i) qualifying cash flow hedges or (ii) exchange gains or losses on long term intra-group loans and on foreign currency borrowings used to finance or provide a hedge against Group equity investments in non-euro denominated operations to the extent that they are neither planned nor expected to be repaid in the foreseeable future or are expected to provide an effective hedge of the net investment. When long term intra-group loans are repaid the related cumulative currency translation recognised in the currency reserve is not recycled through the income statement. Translation differences on non-monetary financial assets and liabilities held at fair value through profit or loss are recognised in the income statement as part of the fair value gain or loss. Translation differences on non-monetary financial assets such as equities classified as available for sale are included in the fair value reserve in equity. (iii) Group companies The income statement and statement of financial position of Group companies that have a functional currency different from the presentation currency are translated into the presentation currency as follows: – assets and liabilities at each reporting date are translated at the closing rate at the reporting date of the statement of financial position. – income and expenses in the income statement are translated at average exchange rates for the year, or for the period since acquisition, if appropriate. Resulting exchange differences are taken to a separate currency reserve within equity. When a foreign entity is sold, outside the Group such exchange differences are recognised in the income statement as part of the gain or loss on sale. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as local currency assets and liabilities of the foreign entity and are translated at the exchange rate at the end of the reporting period. In accordance with IFRS 1, the cumulative translation differences on foreign subsidiaries was set to zero on IFRS transition date (4 January 2004). The Group uses the direct method of consolidation for revaluation of the net investments in foreign operations where the financial statements of the foreign operation are translated directly into the functional currency of the ultimate parent. (e) Property, plant and equipment Property, plant and equipment is stated at cost or deemed cost less subsequent depreciation less any impairment loss. Historic cost includes expenditure that is directly attributable to the acquisition of the assets. Cost may also include transfers from equity of any gains/losses on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Certain items of property, plant and equipment that had been revalued prior to the date of transition to IFRS (4 January 2004) are measured on the basis of deemed cost, being the revalued amount depreciated to date of transition. Items of property, plant and equipment that were fair valued at date of transition are also measured at deemed cost, being the fair value at date of transition. Depreciation is calculated on the straight-line method to write-off the cost of each asset over their estimated useful life at the following rates: Land Buildings Plant and equipment Motor vehicles % Nil 2.5 – 5 4 – 33 20 – 25 The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date. Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease. Property, plant and equipment is tested for impairment when indicators arise. Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount and are included in operating profit. Repairs and maintenance expenditure is charged to the income statement during the financial period in which they are incurred. The cost of major renovations is included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. Major renovations are depreciated over the remaining useful life of the related asset. Intangible assets (f) (i) Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired subsidiary or associate at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill associated with the acquisition of associates is included within the investment in associates. 86 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS Goodwill is carried at cost less accumulated impairment losses, if applicable. Goodwill is tested for impairment on an annual basis. Goodwill impairments are not reversed. In accordance with IFRS 1 - First time adoption of International Financial Reporting Standards, goodwill written off to reserves prior to date of transition to IFRS remains written off. In respect of goodwill capitalised and amortised at transition date, its carrying value at date of transition to IFRS remains unchanged. Goodwill is allocated to cash generating units for the purpose of impairment testing. The allocation is made to those cash generating units or groups of cash generating units that are expected to benefit from the business combination in which the goodwill arose. (ii) Research and development costs Research expenditure is recognised as an expense as incurred. Costs incurred on development projects (relating to the design and testing of new or improved products) are recognised as intangible assets when it is probable that the project will be a success, considering its commercial and technological feasibility, and costs can be measured reliably. Development costs are amortised using the straight line method over their estimated useful lives, which is normally 6 years. (iii) Brands/know-how, customer relationships and other intangibles Expenditure to acquire brands/know-how, customer relationships and other intangibles is capitalised and amortised using the straight-line method over its useful life, which is normally between 10 and 20 years. Indefinite life intangible assets are those for which there is no foreseeable limit to their expected useful life. Indefinite life intangible assets are carried at cost less accumulated impairment losses, if applicable, and are not amortised on an annual basis. (iv) Computer software Costs incurred on the acquisition of computer software are capitalised, as are costs directly associated with developing computer software programmes, if they meet the recognition criteria of IAS 38 – Intangible Assets. Computer software costs recognised as assets are written off over their estimated useful lives, which is normally between 5 and 10 years. (g) Available for sale financial assets Available for sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of the available for sale financial asset within 12 months of the reporting date. They are initially recognised at fair value plus transaction costs and are subsequently adjusted to fair value at each reporting date. Unrealised gains and losses arising from changes in the fair value of the available for sale financial assets classified as available for sale are recognised in other comprehensive income. When such available for sale assets are sold or impaired, the accumulated fair value adjustments are included in the income statement as gains or losses from available for sale financial assets. The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active the Group establishes fair value using valuation techniques. Where the range of reasonable fair values is significant and the probability of various estimates cannot be reasonably assessed, the Group measures the investment at cost. Investments in subsidiaries held by the Company are carried at cost. Impairment losses recognised in the income statement on equity instruments are not reversed through the income statement. (h) Leases Leases of assets where the Group has substantially all the risks and rewards of ownership are classified as finance leases. A determination is also made as to whether the substance of an arrangement could equate to a finance lease, considering whether fulfilment of the arrangement is dependant upon the use of a specific asset and the arrangement contains the right to use an asset. If the specified criteria are met, the arrangement is classified as a finance lease. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased asset or the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligation, net of finance charges is included in borrowings and split between current and non-current, as appropriate. The interest element of the finance cost is charged to the income statement over the lease period. The property, plant and equipment acquired under finance leases is depreciated over the shorter of the useful life of the asset or the lease term. Leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease. Inventories (i) Inventories are stated at the lower of cost or net realisable value. Cost is determined by the first-in, first-out (“FIFO”) method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related production overheads (based on normal capacity). Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the costs of selling expenses. Costs of inventories include the transfer from equity of any gains/losses on qualifying cash flow hedges which relate to purchases of raw materials. (j) Trade and loan receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method less provision for impairment. Loan receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. These are classified as non-current assets, except for those maturing within 12 months of the reporting date. A provision for impairment of receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. If collectability appears unlikely according to the original terms of the receivable the Group will determine the appropriate provision based on the available evidence at that time. Significant financial difficulties of the trade/loan receivable, probability that the trade/loan receivable will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the receivable is impaired. The amount of the provision is the difference between the asset’s carrying value and the estimated future cash flows. The carrying amount of the asset is reduced through the use of a provision account and the amount of the loss is recognised in the income statement within distribution costs. When a receivable is uncollectible, it is written off against the provision account for receivables. Subsequent recoveries of amounts previously written 87 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS off are credited against distribution costs in the income statement. Where risks associated with receivables are transferred out of the Group under debt purchase agreements, such receivables are recognised on the statement of financial position to the extent of the Group’s continued involvement and retained risk. (k) Cash and cash equivalents Cash and cash equivalents comprise cash on hand, deposits held on call with banks, other short-term highly liquid investments with original maturities of 3 months or less and bank overdrafts. In the statement of financial position, bank overdrafts, if applicable, are included in borrowings in current liabilities. Income taxes (l) Current tax represents the expected tax payable or recoverable on the taxable profit for the year, taking into account adjustments relating to prior years. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Tax rates enacted or substantively enacted by the reporting date are used to determine deferred income tax. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred income tax is provided on temporary differences arising on investments in subsidiaries, associates and joint ventures, except where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. (m) Employee benefits Pension obligations (i) Group companies operate various pension schemes. The schemes are generally funded through payments to insurance companies or trustee-administered funds, determined by periodic actuarial calculations. The Group has both defined benefit and defined contribution plans. The liability recognised in the statement of financial position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the reporting date less the fair value of the plan assets, together with adjustments for unrecognised past-service costs. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability. The fair value of plan assets are measured at their bid value. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. Past- service costs, negative or positive, are recognised immediately in the income statement, unless the changes to the pension plan are conditional on the employees remaining in service for a specified period of time (the vesting period). In this case, the past-service costs are amortised on a straight line basis over the vesting period. A curtailment arises when the Group is demonstrably committed to make a significant reduction in the number of employees covered by a plan or amends the terms of a defined benefit plan, so that a significant element of future service by current employees will no longer qualify for benefits or will qualify for reduced benefits. A past service cost, negative or positive, arises following a change in the present value of the defined benefit obligation for employee service in prior periods, resulting in the current period from the introduction of, or changes to, post employment benefits. A settlement arises where the Group is relieved of responsibility for a pension obligation and eliminates significant risk relating to the obligation and the assets used to effect the settlement. Losses arising on settlement or curtailment not allowed for in the actuarial assumptions are measured at the date on which the Group becomes demonstrably committed to the transaction. Gains arising on a settlement or curtailment are measured at the date on which all parties whose consent is required are irrevocably committed to the transaction. Curtailment and settlement gains and losses are dealt with in the income statement. Payments to defined contribution schemes are charged as an expense when they fall due. (ii) Share based payments The Group operates a number of equity settled share based compensation plans which include executive share option schemes and share awards. The charge to the income statement in respect of share- based payments is based on the fair value of the equity instruments granted and is spread over the vesting period of the instrument. The fair value of the instruments is calculated using the Trinomial Model. In accordance with the transition arrangements set out in IFRS 2 – Share Based Payments, this standard has been applied in respect of share options granted after 7 November 2002 which had not vested by the date of transition to IFRS (4 January 2004). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each reporting date, the Group revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to other comprehensive income. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised. In accordance with IFRS 2 (Amendment), vesting conditions are service conditions and performance conditions only. Any other features do not impact the number of awards expected to vest or valuation thereof subsequent to grant date. In addition, all cancellations, whether by the entity or other parties, receive similar accounting treatment. (iii) Awards under the 2007 Long Term Incentive Plan and 2008 Long Term Incentive Plan The fair value of shares awarded under the 2007 LTIP and 2008 LTIP schemes are determined using a Monte Carlo simulation technique. The LTIP contains inter-alia a Total Shareholder Return (TSR) based (and hence market-based) vesting condition, and accordingly, the fair value assigned to the related equity instruments on initial application of IFRS 2 is adjusted so as to reflect the anticipated likelihood at the grant date of achieving the market-based vesting condition. 88 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS (n) Government grants Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions. Government grants relating to costs are deferred and recognised in the income statement over the period necessary to match them with the costs they are intended to compensate. Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities and are credited to the income statement on a straight-line basis over the expected lives of the related assets. Research and development taxation credits are recognised at their fair value in operating profit where there is reasonable assurance that the credit will be received. (o) Revenue recognition Revenue comprises the fair value of the consideration receivable for the sale of goods and services to external customers net of value-added tax, rebates and discounts. The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefit will flow to the entity and when specific criteria have been met for each of the Group’s activities. Revenue from the sale of goods is recognised when significant risks and rewards of ownership of the goods are transferred to the buyer, in the ordinary course of the Group’s business which generally arises on delivery, or in accordance with specific terms and conditions agreed with customers. The timing of recognition of services revenue equals the timing of when the services are rendered. Interest income is recognised using the effective interest method. Dividends are recognised when the right to receive payment is established. Revenue from the sale of property is recognised when there is an unconditional and irrevocable contract for sale. (p) (i) Impairment of assets Financial assets The Group assesses at each reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of equity securities classified as available for sale, a significant or prolonged decline in the fair value of the security below its cost is considered an indicator that the securities are impaired. If any such evidence exists for available for sale financial assets, the cumulative loss is measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in the income statement is removed from equity and recognised in the income statement. Impairment losses recognised in the income statement on equity instruments are not reversed through the income statement. Impairment testing of trade receivables is described in (j) above. (ii) Non-financial assets Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets which have a finite useful life are subject to amortisation and reviewed for impairment when events or changes in circumstance indicate that the carrying value may not be recoverable. Goodwill is reviewed at least annually for impairment. An impairment loss is recognised to the extent that the carrying value of the assets exceed their recoverable amount. The recoverable amount is the higher of the assets fair value less costs to sell and its value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units). (q) Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction from the proceeds. Own shares The cost of own shares, held by an Employee Share Trust in connection with the Company’s Sharesave Scheme, is deducted from equity. Ordinary shares purchased under the terms of the 2007 LTIP and 2008 LTIP schemes are accounted for as own shares and recorded as a deduction from equity. (r) Dividends Dividends to the Company’s shareholders are recognised as a liability of the Company when approved by the Company’s shareholders. (s) Derivative financial instruments The activities of the Group expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates. The Group uses derivative financial instruments such as foreign exchange contracts, interest rate swap contracts and forward rate agreements to hedge these exposures. The Group accounts for financial instruments under IAS 32 (Amendment), ‘Financial Instruments: Presentation’, IAS 39 (Amendment), ‘Financial Instruments: Recognition and Measurement’ and IFRS 7 – Financial Instruments Disclosures. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value at the reporting date. The fair value of forward foreign currency contracts is estimated by discounting the difference between the contractual forward price and the current forward price for the residual maturity of the contract using the European Central Bank interest rate at the measurement date. The fair value of interest rate swaps is based on discounting estimated future cash flows based on the terms and maturity of each contract and using market interest rates for a similar instrument at the measurement date. The fair value of commodity contracts is estimated by discounting the difference between the contracted futures price and the current forward price for the residual maturity of the contracts using the European Central Bank and US Federal Reserve interest rates. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as either: (1) hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value hedge); (2) hedges of a particular risk associated with a recognised asset or liability or a highly probable forecast transaction (cash flow hedge). The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. The fair values of various derivative instruments used for hedging purposes are disclosed in note 32. Movements on the fair value reserve are shown in note 22. The full fair value of a hedging derivative is classified as a non-current asset or liability if the remaining maturity of the hedged item is more than 12 months, 89 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS and as a current asset or liability, if the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as a current asset or liability. (i) Fair value hedge Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the effective interest method is used is amortised to the income statement. (ii) Cash flow hedge The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item affects profit or loss (for instance when the forecast sale that is hedged takes place). The recycled gain or loss relating to the effective portion of interest rate swaps hedging variable interest rates on borrowings is recognised in the income statement within ‘finance costs’. The recycled gain or loss relating to the effective portion of forward foreign exchange contracts hedging export sales is recognised in the income statement within revenue. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset (for example, inventory) or a non-financial liability, the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in other comprehensive income is immediately transferred to the income statement. (iii) Derivatives that do not qualify for hedge accounting Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instruments that do not qualify for hedge accounting are recognised immediately in the income statement. (iv) Financial guarantee contracts Financial guarantee contracts are issued to banking institutions by the entity Glanbia plc on behalf of certain of its subsidiaries. These subsidiaries engage in ongoing financing arrangements with these banking institutions. Under the terms of IAS 39 – Financial Instruments: Recognition and Measurement,financial guarantee contracts are required to be recognised at fair value at inception and subsequently measured as a provision under IAS 37 – Provisions, Contingent Liabilities and Contingent Assets on the company statement of financial position. Guarantees provided by Glanbia plc, the entity, over the payment of employer contributions in respect of the UK defined benefit pension schemes are treated as insurance contracts. (t) Earnings per share Earnings per share represents the profit in cents attributable to owners of the parent, divided by the weighted average number of ordinary shares in issue in respect of the period. Adjusted earnings per share is calculated on the net profit attributable to the owners of the Parent, pre exceptional items and intangible asset amortisation (net of related tax). Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. (u) Borrowing costs In accordance with IAS 23 (Revised), ‘Borrowing Costs’, borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalised. Other borrowing costs are expensed. (v) Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method. Preference shares, which are mandatorily redeemable on a specific date, are classified as borrowings. The dividends on these preference shares are recognised in the income statement as a finance cost. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. (w) Provisions Provisions are recognised when the Group has a constructive or legal obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in provision due to passage of time is recognised as an interest expense. (x) Termination benefits Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal; or providing termination benefits as a result of an offer made to encourage voluntary redundancy. (y) Exceptional items The Group has adopted an income statement format, which seeks to highlight significant items within the Group results for the year. Such items may include restructuring, impairment of assets, profit or loss on disposal or termination of operations, litigation settlements, legislative changes and profit or loss on disposal of investments. Judgement is used by the Group in assessing the particular items, which by virtue of their scale and nature, should be disclosed in the income statement and notes as exceptional items. 90 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS (z) New accounting standards and IFRIC interpretations The Group’s assessment of the impact of these new standards and interpretations is set out below; The following standards and interpretations, issued by the IASB and the International Financial Reporting Interpretations Committee (‘IFRIC’), are effective for the Group for the first time in the year ended 1 January 2011 and have been adopted by the Group: IAS 32 (Amendment) – Classification of Rights Issues (effective for annual periods beginning on or after 1 February 2010). The amendment addresses the accounting for rights issues that are denominated in a currency other than the functional currency of the issuer. Provided certain conditions are met, such rights issues are now classified as equity regardless of the currency in which the exercise price is denominated. Previously such issues had to be accounted for as derivative liabilities. (cid:159) (cid:159) (cid:159) IFRS 3, (Revised),’Business Combinations’ IAS 27 (Revised), ‘Consolidated and Separate Financial Statements’ IAS 39 (Amendment), – Eligible Hedged Items, ’Financial Instruments: Recognition and Measurement’ (cid:159) Improvements to IFRS’s 2009 As highlighted in note 36 the Group acquired two businesses in 2011 and incurred acquisition related costs of €0.6m in 2010. Apart from the above, adoption of the standards and interpretations had no significant impact on the results or financial position of the Group during the year ended 1 January 2011. Standards, amendments and interpretations effective in 2010, reviewed by the Group and determined not applicable by the Group for the year ended 1 January 2011: (cid:159) IFRS 2 ‘Group Cash Settled Share Based Payment Transactions’. (cid:159) (cid:159) (cid:159) (cid:159) (cid:159) (cid:159) IFRIC 17, ‘Distributions of Non–cash Assets to Owners’. IFRIC 18, ‘Transfers of Assets from Customers’. IFRIC 9 and IAS 39 (Amendments), ‘Embedded Derivatives’. IFRIC 13, ‘Customer Loyalty Programmes’ IFRIC 15, ‘Agreements for Construction of Real Estates.’ IFRS 1 (Amendment), ‘First time adoption of IFRS’. The following standards, amendments and interpretations to existing standards have been published. They are mandatory for future accounting periods but are not yet effective and have not been early adopted by the Group: Improvements to IFRSs, (effective for financial periods beginning on various dates and for companies using IFRS for the year ended 31 December 2011). The IASB has issued the 'Improvements to IFRS 2010' standard which amends six standards and one interpretation based on the exposure draft issued in August 2009. The improvements include changes in presentation, recognition and measurement plus terminology and editorial changes. The improvements are subject to EU endorsement. The Group has reviewed the improvements to IFRS’ and will apply the revisions to applicable standards from the effective date and is currently assessing their impact on the Group’s financial statements. IFRS 9 ,’Financial Instruments’(effective for financial periods beginning on or after 1 January 2013). The new standard is still subject to EU endorsement. IFRS 9 is the first step in the process to replace IAS39, ‘Financial Instruments: Recognition and Measurement’. IFRS 9 introduces new requirements for classifying and measuring financial assets and is likely to affect the Group’s accounting for its financial assets. IFRS 9 replaces the multiple classification models in IAS 39 with a single model that has only two classification categories: amortised cost and fair value. Classification under IFRS 9 is driven by the Group’s business model for managing financial assets and the contractual characteristics of the financial assets. IFRS 9 removed the requirement to separate embedded derivatives from financial asset hosts. IFRS 9 also removes the cost exemption for unquoted equities. Amendment to IFRS 7 ‘Disclosures – Transfer of Financial Assets’, (effective for annual periods beginning on or after 1 July 2011) The amendment is subject to EU endorsement. The amendment addressed disclosures required to help users of financial statements evaluate the risk exposures relating to transfer of financial assets and the effect of those risks on an entity’s financial position. Amendment to IAS 24 – Related Party Disclosures (effective for financial periods beginning on or after 1 January 2011). The amendment simplifies the definition of a related party and provides a partial exemption from the disclosure requirements for government-related entities. Amendment to IFRIC 14,’Prepayments of a Minimum Funding Requirement’, (effective for financial periods beginning on or after 1 January 2011). The amendment corrects an unintended consequence of IFRIC14. Without the amendment entities are not permitted to recognise as an asset some voluntary prepayments for minimum funding contributions. This was not intended when IFRIC 14 was issued and the amendment corrects this. IFRIC 19,’ Extinguishing Financial Liabilities with Equity Instruments’, (effective for financial periods beginning on or after 1 July 2010). The interpretation clarified the accounting by an entity when the terms of a financial liability are renegotiated and result in the entity issuing equity instruments to a creditor of the entity to extinguish all or part of the financial liability (debt for equity swap). IFRIC 19 requires a gain or a loss to be recognised in profit or loss, which is measured as the difference between the carrying amount of the financial liability and the fair value or the equity instruments issued. If the fair value of the equity instruments issued cannot be reliably measured, the equity instruments should be measured to reflect the fair value of the financial liability extinguised. 3. Financial risk management 3.1 Financial risk factors The conduct of its ordinary business operations necessitates the holding and issuing of financial instruments and derivative financial instruments by the Group. The main risks arising from issuing, holding and managing these financial instruments typically include currency risk, interest rate risk, price risk, liquidity and cash flow risk and credit risk. The Group approach is to centrally manage these risks against comprehensive policy guidelines, which are summarised below. The Group does not engage in holding or issuing speculative financial instruments or derivatives thereof. The Group finances its operations by a mixture of retained profits, preference shares, medium-term committed bank borrowings and short-term uncommitted bank borrowings. The Group borrows in the major global debt markets in a range of currencies at both fixed and floating rates of interest, using derivatives where appropriate to generate the desired effective currency profile and interest rate basis. 91 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS Risk management, other than credit risk management, is carried out by a central treasury department (Group Treasury) under policies approved by the Board of Directors. Group Treasury identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas, such as liquidity risk, foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity. Market risk (a) Currency risk Although the Group is based in Ireland and has extensive euro operations, it has significant investment in overseas operations primarily in the USA. As a result movements in US dollar/euro exchange rate can significantly affect the Group’s euro statement of financial position and income statement. The Group seeks to match, to a certain extent, the currency of its borrowings, with that of its assets. The Group also has transactional currency exposures that arise from sales or purchases by an operating unit in currencies other than the operating unit’s functional currency. Management has set up a policy to require Group companies to manage their foreign exchange risk against their functional currency. The Group companies are required to hedge foreign exchange risk exposure through Group Treasury. Group Treasury reviews exposure reports on a regular basis. To manage foreign exchange risk arising from future commercial transactions, recognised assets and liabilities and profits earned in foreign currency entities, the Group use forward contracts or currency options, administered by Group Treasury. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the entity’s functional currency. Group Treasury’s risk management practice is to hedge up to 100% of anticipated cash flows (mainly export sales and purchase of inventory) in each major foreign currency to which the Group is exposed for the following financial year. The Group does not take out cover unless the prospective sale or purchase is highly probable. The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. Currency exposure arising from the net assets of the Group’s foreign operations is managed primarily through borrowings denominated in the relevant foreign currencies. At 1 January 2011 and 2 January 2010, if the euro had weakened/ strengthened by 5% against the US dollar with all other variables held constant, post-tax profit for the year would not have been materially impacted as a result of foreign exchange gains/losses on translation of US dollar denominated non-hedged trade receivables, and cash and cash equivalents. A weakening/strengthening of the euro against the US dollar by 5% as at 1 January 2011 would have resulted in a currency translation gain/loss of approximately €19.7 million (2009: €16.1 million), which would be recognised directly in other comprehensive income. At 1 January 2011 and 2 January 2010, if the euro had weakened/strengthened by 5% against the UK pound with all other variables held constant, post-tax profit for the year would not have been materially impacted as a result of foreign exchange gains/losses on translation of UK pound-denominated non- hedged trade receivables, and cash and cash equivalents. A weakening/strengthening of the euro against the UK pound by 5% as at 1 January 2011 would have resulted in a currency translation gain/loss of approximately €1.0 million (2009: €1.1 million), which would be recognised directly in other comprehensive income. Interest rate risk (b) The Group’s objective in relation to interest rate management is to minimise the impact of interest rate volatility on interest costs in order to protect reported profitability. This is achieved by determining a long-term strategy against a number of policy guidelines, which focus on (a) the amount of floating rate indebtedness anticipated over such a period and (b) the consequent sensitivity of interest costs to interest rate movements on this indebtedness and the resultant impact on reported profitability. The Group borrows at both fixed and floating rates of interest and uses interest rate swaps to manage the Group’s exposure to interest rate fluctuations. Borrowings issued at floating rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. Group policy is to maintain no more than one third of its projected debt exposure on a floating rate basis over any succeeding 12 month period. The Group, on a continuous basis, maintains a level of fixed rate cover dependent on prevailing fixed market rates, projected debt and market informed interest rate outlook. Based on the Group’s unhedged variable rate debt in all currencies throughout 2010, a 1% increase in prevailing market interest rates would have resulted in a €1.8 million loss (2009: €1.3 million loss), with no impact on other comprehensive income. The Group manages its cash flow interest rate risk by using floating to fixed interest rate swaps. Such interest rate swaps have the economic effect of converting borrowings from floating rates to fixed rates. Under these interest rate swaps, the Group agrees with other parties to exchange at specified intervals, the difference between fixed interest rate amounts and floating rate interest amounts calculated by reference to the agreed notional amounts. Occasionally the Group enters into fixed to floating interest rate swaps to hedge the fair value interest rate risk arising where it has borrowed at fixed rates. (c) Price risk The Group is exposed to equity securities price risk because of investments held by the Group in listed and unlisted securities and classified on the consolidated statement of financial position as available for sale financial assets. Certain securities are carried at cost and therefore are not exposed to price risk. To manage its price risk arising from investments in listed equity securities, the Group does not maintain a significant balance with any one entity. Diversification of the portfolio must be done in accordance with the limits set by the Group. The impact of a 5% increase or decrease in equity indexes across the eurozone countries would not have any significant impact on Group operating profit. To manage its exposure to certain commodity markets the Group enters commodity futures contracts. For further details regarding the Group’s price risk see note 32 – derivative financial instruments. 92 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS (d) Liquidity and cash flow risk The Group’s objective is to maintain a balance between the continuity of funding and flexibility through the use of borrowings with a range of maturities. In order to preserve continuity of funding, the Group’s policy is that, at a minimum, committed facilities should be available at all times to meet the full extent of its anticipated finance requirements, arising in the ordinary course of business, during the succeeding 12 month period. This means that at any time the lenders providing facilities in respect of this finance requirement are required to give at least 12 months notice of their intention to seek repayment of such facilities. At the year end, the Group had multi-currency committed term facilities of €734.2 million (2009: €729.1 million) of which €101.2 million (2009: €138.8 million) was undrawn. The weighted average maturity of these facilities was 2.2 years (2009: 3.2 years). For further details regarding the Group’s borrowing facilities see note 26 – borrowings. The table below analyses the Group’s financial liabilities which will be settled on a net basis into relevant maturity groupings based on the remaining period from the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within one year equal their carrying value balances as the impact of discounting is not significant. Financial liabilities At 1 January 2011 Borrowings Future finance costs Derivative financial instruments Trade and other payables* Less future finance costs At 2 January 2010 Borrowings Future finance costs Derivative financial instruments Trade and other payables* Less future finance costs Less than 1 year €'000 Between 1 and 2 years €'000 Between 2 and 5 years €'000 972 25,307 6,487 186,612 205,853 20,107 2,221 – 426,423 10,328 1,155 – Total €'000 633,248 55,742 9,863 186,612 219,378 (25,307) 228,181 (20,107) 437,906 (10,328) 885,465 (55,742) 194,071 208,074 427,578 829,723 Less than 1 year €'000 Between 1 and 2 years €'000 Between 2 and 5 years €'000 945 29,375 10,615 176,055 982 29,376 3,297 – 589,237 35,094 2,544 – Total €'000 591,164 93,845 16,456 176,055 216,990 (29,375) 33,655 (29,376) 626,875 (35,094) 877,520 (93,845) 187,615 4,279 591,781 783,675 * Excludes accrued expenses and social security costs. The Company has cash at bank of €8.2 million at year end (2009: €9.6 million overdraft). The contractual undiscounted cash flows equal the balance as at 1 January 2011. 93 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS The table below analyses the Group’s foreign exchange contracts which will be settled on a gross basis into relevant maturity groupings based on the remaining period from the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Foreign exchange contracts At 1 January 2011 Foreign exchange contracts – cash flow hedges Less than 1 year €'000 Between 1 and 2 years €'000 Between 2 and 5 years €'000 Total €'000 Outflow (10) – – (10) At 2 January 2010 Foreign exchange contracts – cash flow hedges Outflow (956) – – (956) Less than 1 year €'000 Between 1 and 2 years €'000 Between 2 and 5 years €'000 Total €'000 (e) Credit risk Credit risk is managed on a Group basis. Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions. For banks and financial institutions, only independently rated parties with a minimum credit rating of A- are accepted or whose obligations are covered by equivalently rated sovereign guarantee. The minimum credit rating applicable to a counterparty used for derivative financial instruments is A-. The Group’s credit risk management policy in relation to trade receivables involves periodically assessing the financial reliability of customers, taking into account their financial position, past experience and other factors. The utilisation of credit limits is regularly monitored and where appropriate, credit risk is covered by credit insurance and by holding appropriate security or liens. The Group enters into debt purchase agreements with certain financial institutions for part of its trade receivable balances. Where this is done the credit risk is transferred but in some cases the late payment risk is retained. For further details regarding the Group’s credit risk see note 19 – trade and other receivables. 3.2 Capital risk management The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. Total capital is calculated based on equity as shown in the statement of financial position and net debt. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to increase or reduce debt or buy back shares. The Group monitors debt capital on the basis of interest cover and debt to EBITDA ratios. At 1 January 2011, the Group’s debt/adjusted EBITDA ratio was 2.1 times (2009: 2.6 times), which is deemed by management to be prudent and in line with industry norms. Adjusted EBITDA for the purpose of financing ratios is Group EBITDA plus dividends received from Joint Ventures & Associates. 3.3 Fair value estimation The fair value of financial instruments traded in active markets (such as available for sale securities) is based on quoted market prices at the reporting date. The quoted market price used for financial assets held by the Group is the current bid price. The fair value of financial instruments that are not traded in an active market (for example, over the counter derivatives) is determined by using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each reporting date. Quoted market prices or dealer quotes for similar instruments are used for long- term debt. Other techniques, such as estimated discounted cash flows, are used to determine fair value for the remaining financial instruments. The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows. The fair value of forward foreign exchange contracts is determined using quoted forward exchange rates at the reporting date. The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values due to the short-term nature of trade receivables and trade payables. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at current market interest rates that are available to the Group for similar financial instruments. In accordance with IFRS 7 – Financial Instruments: Disclosures, the Group has disclosed the fair value of instruments by the following fair value measurement hierarchy: (cid:159) quoted prices (unadjusted) in active markets for identical assets and liabilities (level 1) (cid:159) (cid:159) inputs, other than quoted prices included in level 1, that are observable for the asset and liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2) inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3) 94 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS The following table presents the Group’s assets and liabilities that are measured at fair value at 1 January 2011 and 2 January 2010. 1 January 2011 Assets Derivatives used for hedging Available for sale financial assets – equity securities Total assets Liabilities Derivatives used for hedging Total liabilities 2 January 2010 Assets Derivatives used for hedging Available for sale financial assets – equity securities Total assets Liabilities Derivatives used for hedging Total liabilities Level 1 €'000 Level 2 €'000 Level 3 €'000 Total €'000 – 5,555 143 143 – – 2,983 8,538 (9,802) (9,802) – – – – – 5,555 3,126 8,681 (9,802) (9,802) Level 1 €'000 Level 2 €'000 Level 3 €'000 Total €'000 – 10,219 155 155 – – 8,352 18,571 (16,246) (16,246) – – – – – 10,219 8,507 18,726 (16,246) (16,246) 95 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS 4. Critical accounting estimates and judgements Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that could have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. (a) Impairment reviews of goodwill and indefinite life intangibles The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 2 (f). The recoverable amounts of cash generating units have been determined based on value in use calculations. These calculations require the use of estimates. The intangible assets of Glanbia Nutritionals (NA), Inc., Optimum Nutrition, Inc. and Glanbia Nutritionals Deutschland GmbH, including goodwill arising on acquisition of €229.1 million (2009: €212.3 million), were tested for impairment using projected cash flows over a 10 year period. A reduction in projected EBITDA of 10% or an increase in the discount factor used by 1% would not result in an impairment of the assets. A rate of zero percent has been used to estimate cash flow growth between three and ten years. Indefinite life intangible assets are those for which there is no foreseeable limit to their expected useful life. The classification of intangible assets as indefinite is reviewed annually. Income taxes (b) The Group is subject to income tax in numerous jurisdictions. Significant judgement is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits can be utilised. The Group estimates the most probable amount of future taxable profits, using assumptions consistent with those employed in impairment calculations, and taking into consideration applicable tax legislation in the relevant jurisdiction. These calculations also require the use of estimates. An increase in the Group’s effective tax rate by 1% would reduce profit after tax by €1.1 million (2009: €1.3 million). (c) Post-employment benefits The Group operates a number of post employment defined benefit plans. The rates of contributions payable, the pension cost and the Group’s total obligation in respect of defined benefit plans is calculated and determined by independent qualified actuaries and updated at least annually. The Group has plan assets totalling €389.3 million (2009: €349.2 million) and plan liabilities of €437.9 million (2009: €435.0 million) giving a net pension deficit of €48.6 million (2009: €85.8 million) for the Group. The size of the obligation and cost of the benefits are sensitive to actuarial assumptions. These include demographic assumptions covering mortality and longevity, and economic assumptions covering price inflation, benefit and salary increases together with the discount rate used. The Group has reviewed the impact of a change in the discount rate used and concluded that based on the pension deficit at 1 January 2011, an increase in the discount rates applied of 10 basis points across the various defined benefit plans, would have the impact of decreasing the pension deficit for the Group by €6.7 million (2009: €5.2 million). The curtailment gains and negative past service costs have been calculated by management using certain estimates and judgements, primary among these being the inflation rate, investment strategy approach and discount rate assumed, the final determination of which may be different as actual results become certain. (d) Estimating lives for depreciation of property, plant and equipment and intangible assets Long-lived assets comprising primarily property, plant and equipment and intangible assets, represent a significant portion of total assets. The annual depreciation and amortisation charge depends primarily on the estimated lives of each type of asset and, in certain circumstances, estimates of fair values and residual values. The Directors regularly review these useful lives and change them as necessary to reflect current thinking on remaining lives in light of technological change, pattern of consumption, the physical condition and expected economic utilisation of the asset. Changes in the useful lives can have a significant impact on the depreciation and amortisation charge for the period. Details of the useful lives are included in the accounting policies 2 (e) and 2 (f) above. The impact of any change could vary significantly depending on the individual changes in assets and the classes of assets impacted. The Group has reviewed the impact of a change in useful lives on land and buildings and a one year reduction in useful lives would have a €0.2 million (2009: €0.2 million) reduction impact on operating profit. The Group has also reviewed the impact of a change in useful lives in plant and equipment and a one year reduction in useful lives would have a €2.2 million (2009: €2.1 million) reduction impact on operating profit. The Group has reviewed the impact of a change in the amortisation period of customer relationships and a one year reduction in the write off period would result in a €0.7 million (2009: €0.7 million) reduction in operating profit. The Group has reviewed the impact on indefinite life intangible assets by assigning a finite life to these assets and a 20 year useful life estimate would have a €4.5 million (2009: €4.4 million) reduction impact on operating profit. (e) Fair value of derivatives and other financial instruments The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. The Group uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at each reporting date. The Group has used discounted cash flow analysis for various available for sale financial assets that are not traded in active markets. The carrying amount of available for sale financial assets would not be materially different were the discounted rate used in the discounted cash flow analysis to differ by 10% from management’s estimates. (f) Provisions Provisions are recognised when the Group has a constructive or legal obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. The amount recognised as a provision is the best estimate of the amount required to settle the present obligation at the reporting date, taking account of the risks and uncertainties surrounding the obligation and actual results may also differ from these estimates. 96 GLANBIA PLC ANNUAL REPORT 2010 5. Segment information FINANCIAL STATEMENTS In accordance with IFRS 8 the Group has four segments as follows: US Cheese & Global Nutritionals, Dairy Ireland, Joint Ventures & Associates and Other Business. These segments align with the Group’s internal financial reporting system and the way in which the Chief Operating Decision Maker assesses performance and allocates the Group’s resources. A segment manager is responsible for each segment and is directly accountable for the performance of that segment to the Glanbia Operating Executive Committee which acts as the Chief Operating Decision Maker for the Group. Each segment derives their revenues as follows: US Cheese & Global Nutritionals earns its revenue from the manufacture and sale of cheese, whey protein and other nutritional solutions; Dairy Ireland incorporates the manufacture and sale of a range of dairy products and the sale of feed, fertiliser and other farm inputs; Joint Ventures & Associates revenue arises due to the manufacture and sale of cheese, whey proteins and dairy consumer products. The Other Business segment refers to all other businesses which comprise the Property business unit and a small dairy processing operation in Mexico which was disposed of in September 2010. Each segment is reviewed in its totality by the Chief Operating Decision Maker. The Glanbia Operating Executive Committee assesses the trading performance of operating segments based on a measure of earnings before interest and tax. This measure excludes exceptional items. US Cheese & Global Nutritionals €'000 Dairy Ireland €'000 JV's & Associates €'000 Other Business €'000 Group including JV's & Associates €'000 Total gross segment revenue (a) 1,024,653 1,154,023 416,564 Inter-segment revenue (2,752) (15,473) – 6,244 – 2,601,484 (18,225) Segment external revenue 1,021,901 1,138,550 416,564 6,244 2,583,259 Segment earnings before interest, tax and exceptional items (b) 93,795 Exceptional items – defined benefit pensions – 43,543 10,238 21,554 – (831) – 158,061 10,238 Segment earnings before interest and tax 93,795 53,781 21,554 (831) 168,299 Included in external revenue are related party sales between Dairy Ireland and Joint Ventures & Associates of €69.2 million and related party sales between US Cheese & Global Nutritionals and Joint Ventures & Associates of €9.4 million. Inter-segment transfers or transactions are entered into under the normal commercial terms and conditions that would also be available to unrelated third parties. 5.1 (a): Segment revenue is reconciled to reported external revenue as follows: Segment revenue Inter-segment revenue Joint Ventures & Associates revenue Reported external revenue 2010 €'000 2,601,484 (18,225) (416,564) 2,166,695 97 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS 5.1 (b): Segment earnings before interest, tax and exceptional items are reconciled to reported profit before tax and profit after tax as follows: Segment earnings before interest, tax and exceptional items Exceptional items – defined benefit pension schemes Joint Ventures & Associates interest and tax Finance income Finance costs Reported profit before tax Income taxes Reported profit after tax 2010 €'000 158,061 10,238 (11,451) 3,290 (25,420) 134,718 (26,085) 108,633 Finance income, finance costs and income taxes are not allocated to segments as this type of activity is driven by the central treasury and taxation functions, which manage the cash and taxation position of the Group. Other segment items included in the income statement for the year ended 1 January 2011 are as follows: US Cheese & Global Nutritionals €'000 Dairy Ireland €'000 JV's & Associates €'000 Other Business €'000 Group including JV's & Associates €'000 Depreciation of property, plant and equipment Amortisation of intangibles Capital grants released to the income statement Exceptional items – defined benefit pension schemes 12,514 10,711 (330) – 19,997 4,400 (1,089) (10,238) 6,823 6 (526) – 58 – – – 39,392 15,117 (1,945) (10,238) The segment assets and liabilities at 1 January 2011 and segment capital expenditure and acquisitions for the year then ended are as follows: US Cheese & Global Nutritionals €'000 Dairy Ireland €'000 JV's & Associates €'000 Other Business €'000 Group including JV's & Associates €'000 Segment assets Segment liabilities Segment capital expenditure and acquisitions (c) (d) (e) 725,960 556,455 87,362 17,041 1,386,818 200,380 288,125 – 1,536 490,041 23,085 13,522 11,901 124 48,632 5.1 (c): Segment assets are reconciled to reported assets as follows: Segment assets Unallocated assets Reported assets Unallocated assets primarily include taxation, cash and cash equivalents, available for sale financial assets and derivatives. 2010 €'000 1,386,818 240,027 1,626,845 98 GLANBIA PLC ANNUAL REPORT 2010 5.1 (d): Segment liabilities are reconciled to reported liabilities as follows: Segment liabilities Unallocated liabilities Reported liabilities FINANCIAL STATEMENTS 2010 €'000 490,041 712,400 1,202,441 Unallocated liabilities primarily include items such as taxation, borrowings and derivatives. 5.1 (e): Segment capital expenditure and acquisitions are reconciled to reported capital expenditure and acquisitions as follows: Segment capital expenditure and acquisitions Joint Ventures & Associates capital expenditure Unallocated capital expenditure Reported capital expenditure and acquisitions 5.2 The segment results for the year ended 2 January 2010 are as follows: 2010 €'000 48,632 (11,901) 466 37,197 US Cheese & Global Nutritionals €'000 Dairy Ireland €'000 JV's & Associates €'000 Other Business €'000 Group including JV's & Associates €'000 Total gross segment revenue (a) Inter-segment revenue 795,974 (3,581) 1,037,473 297,587 (8,707) – 9,168 – 2,140,202 (12,288) Segment external revenue 792,393 1,028,766 297,587 9,168 2,127,914 Segment earnings before interest, tax and exceptional items (b) Exceptional item – segment rationalisation costs 89,982 (219) 24,004 (13,738) 17,453 – (2,820) (84) 128,619 (14,041) Segment earnings before interest and tax 89,763 10,266 17,453 (2,904) 114,578 Included in external revenue are related party sales between Dairy Ireland and Joint Ventures & Associates of €58.1 million and related party sales between US Cheese & Global Nutritionals and Joint Ventures & Associates of €2.2 million. Inter-segment transfers or transactions are entered into under the normal commercial terms and conditions that would also be available to unrelated third parties. 99 GLANBIA PLC ANNUAL REPORT 2010 5.2 (a): Segment revenue is reconciled to reported external revenue as follows: Segment revenue Inter-segment revenue Joint Ventures & Associates revenue Reported external revenue FINANCIAL STATEMENTS 2009 €'000 2,140,202 (12,288) (297,587) 1,830,327 5.2 (b): Segment earnings before interest, tax and exceptional items are reconciled to reported profit before tax and profit after tax as follows: Segment earnings before interest, tax and exceptional items Exceptional items – segment rationalisation costs Exceptional items – unallocated Joint Ventures & Associates interest and tax Finance income Finance costs Reported profit before tax Income taxes Reported profit after tax 2009 €'000 128,619 (14,041) 59,716 (7,228) 5,542 (29,576) 143,032 (29,873) 113,159 Finance income, finance costs and income taxes are not allocated to segments as this type of activity is driven by the central treasury and taxation functions, which manage the cash and taxation position of the Group. Other segment items included in the income statement for the year ended 2 January 2010 are as follows: US Cheese & Global Nutritionals €'000 Dairy Ireland €'000 JV's & Associates €'000 Other Business €'000 Group including JV's & Associates €'000 Depreciation of property, plant and equipment Amortisation of intangibles Capital grants released to the income statement Exceptional items – segment rationalisation costs Exceptional items – unallocated 9,692 10,364 (11) 219 – 18,964 3,494 (1,226) 13,738 – 6,691 6 (396) – – 79 – – 84 – 35,426 13,864 (1,633) 14,041 (59,716) The segment assets and liabilities at 2 January 2010 and segment capital expenditure and acquisitions for the year then ended are as follows: US Cheese & Global Nutritionals €'000 Dairy Ireland €'000 JV's & Associates €'000 Other Business €'000 Group including JV's & Associates €'000 Segment assets Segment liabilities Segment capital expenditure and acquisitions (c) (d) (e) 630,530 475,423 102,035 23,809 1,231,797 164,351 264,743 – 1,202 430,296 24,704 21,907 29,993 3,435 80,039 100 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS 5.2 (c): Segment assets are reconciled to reported assets as follows: Segment assets Unallocated assets Reported assets Unallocated assets primarily include taxation, cash and cash equivalents, available for sale financial assets and derivatives. 5.2 (d): Segment liabilities are reconciled to reported liabilities as follows: Segment liabilities Unallocated liabilities Reported liabilities 2009 €'000 1,231,797 193,669 1,425,466 2009 €'000 430,296 697,782 1,128,078 Unallocated liabilities primarily include items such as taxation, borrowings and derivatives. 5.2 (e): Segment capital expenditure and acquisitions are reconciled to reported capital expenditure and acquisitions as follows: Segment capital expenditure and acquisitions Joint Ventures & Associates capital expenditure Unallocated capital expenditure Reported capital expenditure and acquisitions 2009 €'000 80,039 (29,993) 426 50,472 5.3 Entity wide disclosures Revenue from external customers for each group of similar product in the US Cheese & Global Nutritionals, Dairy Ireland, Joint Ventures & Associates and Other Business segments are outlined at section 5.1 and 5.2 above. Geographical information Revenue by geographical destination is reviewed by the Chief Operating Decision Maker. The breakdown of revenue by geographical destination is as follows: Ireland UK Rest of Europe USA Other 2010 €'000 725,834 137,874 122,508 901,717 278,762 2009 €'000 703,217 113,569 85,003 718,802 209,736 2,166,695 1,830,327 Revenue of approximately €249.6 million (2009: €231.1 million) is derived from a single external customer. The total of non-current assets, other than financial instruments and deferred tax assets, located in Ireland is €271.5 million (2009: €305.9 million) and located in other countries, mainly the USA is €562.6 million (2009: €538.6 million). 101 GLANBIA PLC ANNUAL REPORT 2010 6. Operating expenses The following items have been included in arriving at operating profit: Depreciation of property, plant and equipment (note 14) – Owned assets – Leased assets under finance leases Loss/(profit) on disposal of property, plant and equipment FINANCIAL STATEMENTS 2010 €'000 31,177 1,392 957 2009 €'000 27,221 1,514 (716) Repairs and maintenance expenditure on property, plant and equipment 27,207 26,903 Exceptional items (pre tax) – Rationalisation costs – Non-cash foreign exchange loss – UK defined benefit pension schemes – Irish defined benefit pension schemes Net foreign exchange loss/(gain) (excluding exceptional items) Amortisation of intangible assets (note 15) – Software costs – Other intangible assets Increase/(decrease) in inventories Raw materials and consumables used Energy costs Sales and marketing costs Trade receivables – impairment charge for bad and doubtful debts Amortisation of government grants received (note 30) Operating lease rentals (note 14) – Plant and machinery – Other – – – 15,055 18,280 21,088 (10,238) (100,098) 3,430 (2,543) 4,924 10,187 4,163 9,695 102,304 (65,845) 1,448,569 1,364,843 28,324 56,390 1,357 (1,419) 8,376 3,345 26,753 51,735 5,172 (1,237) 6,606 3,923 Employee benefit expense – pre exceptional (note 8) 190,172 175,231 Auditors' remuneration* – Statutory audit of Group companies – Other assurance services – Tax advisory services – Other non-audit services Research and development costs Other expenses Total operating expenses Reconciliation of total operating expenses to the income statement Cost of sales Distribution expenses Administration expenses Other gains and losses Total operating expenses 546 834 930 2 546 587 707 4 8,037 7,686 103,147 76,213 2,019,950 1,673,486 2010 €'000 2009 €'000 1,784,263 1,512,203 115,896 130,029 (10,238) 117,601 104,412 (60,730) 2,019,950 1,673,486 * Auditors remuneration for the Company in respect of their statutory audit amounted to €35,000 (2009: €35,000) 102 GLANBIA PLC ANNUAL REPORT 2010 7. Exceptional items Rationalisation costs Non-cash foreign exchange loss Defined benefit schemes – Irish defined benefit pension schemes – UK defined benefit pension schemes Total exceptional credit before tax Exceptional tax charge (note 11) Net exceptional credit Notes (a) (b) (c) (d) FINANCIAL STATEMENTS 2010 €'000 – – 10,238 – 2009 €'000 (15,055) (18,280) 100,098 (21,088) 10,238 45,675 (558) (10,770) 9,680 34,905 (a) An exceptional charge of €15.1 million was incurred during the prior year, primarily relating to redundancy costs due to the on-going rationalisation programmes in the Dairy Ireland segment. (b) During the prior year, a review of the internal corporate structures of the Group was completed. This gave rise to an exceptional non- cash charge of €18.3 million on the repayment of certain sterling inter-group loans. This loss, which was previously recognised in the Group’s currency reserve was recycled to the Group’s income statement. (c) The Group undertook a review of pension arrangements during 2009 which resulted in the recognition of a gain on the main Irish defined benefit pension schemes of €100.1 million. In 2010, further revisions to the Group’s pension arrangements for three additional Irish defined benefit schemes, consistent with the revisions made to the Group’s main pension schemes, have been finalised giving rise to an exceptional gain, in accordance with IAS 19, in the year of €10.2 million. This gain relates to curtailment gains and negative past service costs of €1.7 million and €10.9 million respectively offset by a change in the estimate of the prior year curtailment of €2.4 million. (d) The Group’s UK defined benefit schemes exceptional charge of €21.1 million in the prior year relates to the scheme’s administration and certain other costs associated with businesses disposed of in prior years. 103 GLANBIA PLC ANNUAL REPORT 2010 8. Employee benefit expense Wages and salaries Termination costs Social security costs Cost of share based payments (note 22) Pension costs – defined contribution schemes (note 28) Pension costs – defined benefit schemes (note 28) Exceptional item – curtailment gains and negative past service costs Exceptional item – rationalisation costs (note 7 a) FINANCIAL STATEMENTS 2010 €'000 159,434 749 17,234 2,937 2,750 7,068 2009 €'000 144,518 – 15,613 187 2,146 12,767 190,172 175,231 (4,651) – (60,400) 15,055 185,521 129,886 The average number of employees, excluding the Group’s Joint Ventures & Associates in 2010 was 3,311 (2009: 3,418) and is analysed into the following categories: US Cheese & Global Nutritionals Dairy Ireland Other 9. Directors’ remuneration The Directors’ remuneration information is shown on pages 65 to 70 in the governance section of this report. 10. Finance income and costs Finance income Interest income Interest income on deferred consideration Total finance income Finance costs Bank borrowings repayable within five years Interest cost on deferred consideration UK pension provision Finance lease costs Interest rate swaps, transfer from equity Interest rate swaps, fair value hedges Fair value adjustment to borrowings attributable to interest rate risk Finance cost of preference shares Total finance costs Net finance costs 2010 1,570 1,682 59 2009 1,471 1,852 95 3,311 3,418 2010 €'000 3,008 282 2009 €'000 4,662 880 3,290 5,542 (13,001) (16,756) (80) (121) (256) (7,613) 2,733 (2,733) (4,349) (67) – (241) (8,163) 1,524 (1,524) (4,349) (25,420) (29,576) (22,130) (24,034) Net finance costs exclude borrowing costs attributable to the acquisition, construction or production of a qualifying asset which has been capitalised, as disclosed in note 14. 104 GLANBIA PLC ANNUAL REPORT 2010 11. Income taxes Current tax Irish current tax Adjustments in respect of prior years Irish current tax on income for the year Foreign current tax Adjustments in respect of prior years Foreign current tax on income for the year Total current tax Deferred tax (note 27) Pre exceptional tax charge Exceptional tax charge/(credit) Current Deferred Total tax charge Notes FINANCIAL STATEMENTS 2010 €'000 11,620 (422) 2009 €'000 3,044 (1,623) 11,198 1,421 2,285 1,050 4,727 215 3,335 4,942 14,533 6,363 10,994 12,740 25,527 19,103 (a) (b) – 558 (1,742) 12,512 26,085 29,873 (a) The restructuring provision charged in the prior year resulted in an exceptional current tax credit in 2009 of €1.7 million. (b) The curtailment gains and negative past service costs recognised in the defined benefit pension schemes during the year resulted in an exceptional deferred tax charge of €0.6 million (2009: €12.5 million). The exceptional net tax charges and credits in 2010 and 2009, by virtue of their nature and size, have been separately disclosed above. The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the corporation tax rate in Ireland, as follows: Profit before tax Tax calculated at Irish rate of 12.5% (2009: 12.5%) Earnings at reduced Irish rates Difference due to overseas tax rates Adjustment to tax charge in respect of previous periods Tax on profits of Joint Ventures & Associates included in profit before tax Expenses not deductible for tax purposes and other differences Total tax charge 2010 €'000 2009 €'000 134,718 143,032 16,840 (902) 6,999 (1,811) (1,263) 6,222 17,879 (2,067) 13,001 (1,071) (1,278) 3,409 26,085 29,873 Details of deferred tax charged or credited directly to other comprehensive income during the year are outlined in note 27. 105 GLANBIA PLC ANNUAL REPORT 2010 12. Earnings per share FINANCIAL STATEMENTS Basic Basic earnings per share is calculated by dividing the net profit attributable to the equity holders of the Parent by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the Group and held as own shares (note 22 f). Profit attributable to equity holders of the Parent (€’000) 2010 2009 108,047 112,676 Weighted average number of ordinary shares in issue 293,105,068 292,985,630 Basic earnings per share (cents per share) 36.86 38.46 Diluted Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all potential dilutive ordinary shares. Share options are potential dilutive ordinary shares. In respect of share options, a calculation is performed to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the Company’s shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. Weighted average number of ordinary shares in issue Adjustments for share options Adjusted weighted average number of ordinary shares Diluted earnings per share (cents per share) 2010 2009 293,105,068 292,985,630 1,874,570 830,517 294,979,638 293,816,147 36.63 38.35 Adjusted Adjusted earnings per share is calculated on the net profit attributable to equity holders of the Parent, before net exceptional items and intangible asset amortisation (net of related tax). Adjusted earnings per share is considered to be more reflective of the Group’s overall underlying performance. Profit attributable to equity holders of the Parent Amortisation of intangible assets (net of related tax) Net exceptional items Adjusted net income Adjusted earnings per share (cents per share) Diluted adjusted earnings per share (cents per share) 2010 €'000 108,047 13,222 (9,680) 2009 €'000 112,676 12,126 (34,905) 111,589 89,897 38.07 30.68 37.83 30.60 106 GLANBIA PLC ANNUAL REPORT 2010 13. Dividends FINANCIAL STATEMENTS The dividends paid in 2010 and 2009 were €20.5 million (6.98 cents per share) and €19.5 million (6.65 cents per share) respectively. On 29 September 2010 an interim dividend of 3.03 cents per share on the ordinary shares amounting to €8.9 million was paid to shareholders on the register of members as at 10 September 2010. The Directors have recommended the payment of a final dividend of 4.49 cents per share on the ordinary shares which amounts to €13.2 million. Subject to shareholders approval this dividend will be paid on 20 May 2011 to shareholders on the register of members at 8 April 2011, the record date. These financial statements do not reflect this final dividend. 14. Property, plant and equipment Year ended 2 January 2010 Opening net book amount Exchange differences Additions Disposals Reclassification (note 15) Depreciation charge Land and buildings €'000 Plant and equipment €'000 Motor vehicles €'000 132,995 (1,396) 14,779 (7,476) (2,218) (4,678) 227,623 (2,971) 28,857 (1,216) 2,143 (23,650) 513 3 262 (11) – (407) Total €'000 361,131 (4,364) 43,898 (8,703) (75) (28,735) Closing net book amount 132,006 230,786 360 363,152 At 2 January 2010 Cost Accumulated depreciation Net book amount Year ended 1 January 2011 Opening net book amount Exchange differences Additions Disposals Reclassification (note 15) Depreciation charge 197,267 (65,261) 612,295 (381,509) 19,036 (18,676) 828,598 (465,446) 132,006 230,786 360 363,152 132,006 4,105 4,082 (417) – (5,158) 230,786 7,103 25,746 (1,648) (434) (27,052) 360 66 215 (55) – (359) 363,152 11,274 30,043 (2,120) (434) (32,569) Closing net book amount 134,618 234,501 227 369,346 At 1 January 2011 Cost Accumulated depreciation Net book amount 205,037 (70,419) 643,062 (408,561) 19,262 (19,035) 867,361 (498,015) 134,618 234,501 227 369,346 Depreciation expense of €32.6 million (2009: €28.7 million) has been charged as follows: cost of sales €28.7 million (2009: €25.1 million), distribution expenses €1.1 million (2009: €1.2 million) and administration expenses €2.8 million (2009: €2.4 million). Included in the cost of plant and equipment is an amount of €4.9 million (2009: €8.9 million) incurred in respect of assets under construction. Borrowing costs incurred directly attributable to the acquisition, construction or production of a qualifying asset are capitalised. The amount capitalised, using the Group’s incremental cost of borrowing amounted to nil (2009: €0.3 million). Capitalised borrowing costs will be depreciated through the income statement and will be deducted in determining taxable profit over the life of the underlying asset. The Group does not have any assets secured against borrowings. 107 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS Leased assets, comprising plant and equipment where the Group is a lessee under a finance lease are as follows: Cost – capitalised finance leases Accumulated depreciation Net book amount Operating lease rentals amounting to €11.7 million (2009: €10.5 million) are included in the income statement. 2010 €'000 41,673 (30,736) 2009 €'000 41,673 (29,344) 10,937 12,329 15. Intangible assets Year ended 2 January 2010 Opening net book amount Exchange differences Additions Reclassification (note 14) Amortisation Goodwill €'000 note (b) Other intangibles €'000 note (a) Software costs €'000 Development costs €'000 Total €'000 145,584 (3,756) 224 – – 184,297 (5,832) 58 – (7,750) 22,157 (101) 3,653 75 (4,163) 7,174 (202) 2,639 – (1,945) 359,212 (9,891) 6,574 75 (13,858) Closing net book amount 142,052 170,773 21,621 7,666 342,112 At 2 January 2010 Cost Accumulated amortisation 142,052 – 186,135 (15,362) 50,280 (28,659) 11,309 (3,643) 389,776 (47,664) Net book amount 142,052 170,773 21,621 7,666 342,112 Year ended 1 January 2011 Opening net book amount Exchange differences Additions Reclassification (note 14) Write-off of intangibles Amortisation 142,052 9,885 170,773 12,911 – – (215) – – – – (7,538) 21,621 269 4,333 434 (200) (4,924) 7,666 548 2,821 – (957) (2,649) 342,112 23,613 7,154 434 (1,372) (15,111) Closing net book amount 151,722 176,146 21,533 7,429 356,830 At 1 January 2011 Cost Accumulated amortisation 151,722 – 199,046 (22,900) 55,116 (33,583) 13,721 (6,292) 419,605 (62,775) Net book amount 151,722 176,146 21,533 7,429 356,830 Amortisation expense of €15.1 million (2009: €13.9 million) has been charged to administration expenses during the year. The average remaining amortisation period for software costs is 5 years and development costs is 4 years. Approximately €3.1 million of software additions during the year were internally generated with the remaining balance acquired from external parties. Development costs of €1.0 million were written off during the year due to uncertainty that these projects will reach commercialisation. 108 GLANBIA PLC ANNUAL REPORT 2010 Note 15 (a): Other intangibles Year ended 2 January 2010 Opening net book amount Exchange differences Additions Amortisation FINANCIAL STATEMENTS Brands/ know-how €'000 Customer relationships €'000 97,194 (3,287) – (687) 84,752 (2,774) – (6,866) Other €'000 2,351 229 58 (197) Total other intangibles €'000 184,297 (5,832) 58 (7,750) Closing net book amount 93,220 75,112 2,441 170,773 At 2 January 2010 Cost Accumulated amortisation Net book amount Year ended 1 January 2011 Opening net book amount Exchange differences Amortisation 96,329 (3,109) 86,667 (11,555) 3,139 (698) 186,135 (15,362) 93,220 75,112 2,441 170,773 93,220 6,361 (644) 75,112 5,158 (6,704) 2,441 1,392 (190) 170,773 12,911 (7,538) Closing net book amount 98,937 73,566 3,643 176,146 Year ended 1 January 2011 Cost Accumulated amortisation 102,690 (3,753) 91,825 (18,259) 4,531 (888) 199,046 (22,900) Net book amount 98,937 73,566 3,643 176,146 Included in intangibles is a carrying value of €89.2 million (2009: €85.2 million) relating primarily to brands/know-how with indefinite useful lives. In arriving at the conclusion that certain brands/know-how have indefinite useful lives, it has been determined that these assets will contribute indefinitely to the cash flows of the Group. The factors that result in the durability of these brands/know-how being capitalised is that there are no material legal, regulatory, contractual or other factors that limit the useful life of these intangibles. In addition, the likelihood that market based factors could truncate a brand’s life is relatively remote because of the size, diversification and market share of the brands in question. The remaining amortisation period for the balance of brands/know-how is 11 years (2009: 12 years) and for other intangibles is 11 years (2009: 12 years). Included in customer relationships are individual significant intangible assets of €68.2 million (2009: €66.1 million) with a remaining amortisation period of 11.5 years (2009: 12.5 years). The remaining customer relationships are amortised over a period of 10 years (2009: 11 years). No intangible assets were acquired by way of Government grants during the financial years ended 1 January 2011 or 2 January 2010. 109 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS Note 15 (b): Impairment tests for goodwill and indefinite life intangibles Goodwill is allocated to the Group’s cash generating units. A summary of the goodwill allocation by principal cash generating units is as follows: Glanbia Nutritionals Deutschland GmbH Glanbia Nutritionals (NA), Inc. Optimum Nutrition, Inc. 2010 €'000 11,297 60,201 68,411 2009 €'000 11,297 55,838 59,918 139,909 127,053 Multiple units without individual significant amounts of goodwill 11,813 14,999 151,722 142,052 Indefinite life intangibles amounting to €89.2 million (2009: €85.2 million) are in the Optimum Nutrition, Inc. cash generating unit within “brands/know-how”. The recoverable amount of goodwill and indefinite life intangibles allocated to a cash generating unit is determined based on value in use calculations. These calculations use cash flow projections based on financial budgets approved by management covering a three year period. Cash flows beyond the three year period are extrapolated using estimated growth rates which are not in excess of forecast inflation. A rate of zero percent has been used to estimate cash flow growth between three and ten years, which is consistent with prior years. Key assumptions include management's estimates of future profitability, replacement capital expenditure requirements and working capital investment. Capital expenditure requirements and profitability are based on the Group's strategic plans and broadly assume that historic investment patterns will be maintained. Working capital requirements are forecast to increase in line with activity. The value in use calculations are prepared using a pre tax discount rate of 5.25%, which is the Group's weighted average cost of capital depending on the cash generating unit, and incorporates terminal values. In forecasting terminal values, a multiple of between five and ten times EBITDA is generally used. 110 GLANBIA PLC ANNUAL REPORT 2010 16. Investments in associates At the beginning of the year Share of profit after tax Gain/(loss) recognised directly through the statement of comprehensive income Additions Write-down of investment Exchange differences FINANCIAL STATEMENTS 2010 Company €'000 2010 Group €'000 2009 Company €'000 2009 Group €'000 1,395 10,041 1,395 11,597 – – 903 – – 79 1,637 – – – – – – – – 586 (1,038) 117 (1,078) (143) At the end of the year 2,298 11,757 1,395 10,041 The Group’s share of the results of associates, all of which are unlisted, and its share of the assets (including goodwill) and liabilities are as follows: 2009 Co–operative Animal Health Limited* South Eastern Cattle Breeding Society Limited* Malting Company of Ireland Limited South East Port Services Limited Westgate Biological Limited Greenfield Dairy Partners Limited 2010 Co-operative Animal Health Limited* South Eastern Cattle Breeding Society Limited* Malting Company of Ireland Limited South East Port Services Limited Westgate Biological Limited Greenfield Dairy Partners Limited Assets €'000 Liabilities €'000 Revenue €'000 Profit/ (loss) €'000 Interest held % 8,832 5,205 5,268 7,327 154 117 (6,614) (2,121) (2,316) (5,657) (197) – 16,660 1,946 3,723 1,473 – – 26,903 (16,905) 23,802 276 180 102 201 (173) – 586 50.00 57.00 33.33 49.00 49.99 33.33 Assets €'000 Liabilities €'000 Revenue €'000 Profit/ (loss) €'000 Interest held % 8,306 5,187 4,632 7,178 116 405 (5,906) (717) (1,638) (5,182) (299) (325) 15,732 1,821 1,902 1,595 – 134 25,824 (14,067) 21,184 92 (157) 42 321 (183) (36) 79 50.00 57.00 33.33 49.00 49.99 33.33 * In accordance with Group accounting policy, Co-operative Animal Health Limited and South Eastern Cattle Breeding Society Limited are included in the Group result based on the equity method of accounting, as the Group has significant influence over the entities but not control, due to their co-operative structure. Further details in relation to principal associates are outlined in note 40. 111 GLANBIA PLC ANNUAL REPORT 2010 17. Investments in joint ventures At the beginning of the year Share of profit after tax Additions Gains recognised directly through the statement of comprehensive income Deferred tax movement Dividends received Exchange differences At the end of the year FINANCIAL STATEMENTS 2010 €'000 58,276 10,024 399 1,295 (3,054) (11,210) 3,215 2009 €'000 64,895 9,639 – 1,457 3,445 (17,924) (3,236) 58,945 58,276 The following amounts represent the Group’s share of the assets and liabilities, revenue and results in joint ventures: Assets Non-current assets Current assets Liabilities Non-current liabilities Current liabilities Net assets Revenue Expenses Share of profit after tax Proportionate interest in joint ventures’ commitments 2010 €'000 2009 €'000 135,903 59,588 120,033 60,143 195,491 180,176 78,340 58,206 69,686 52,214 136,546 121,900 58,945 58,276 2010 €'000 2009 €'000 395,380 (385,356) 273,785 (264,146) 10,024 9,639 4,930 8,939 A listing and description of interests in significant joint ventures is outlined in note 40. The Group holds 51% of the share capital of Glanbia Cheese but this is considered to be a joint venture as the Group does not have control of the company, as it only controls 50% of the voting rights and is only entitled to appoint 50% of the total number of directors. Therefore, the Group does not have the power to govern the financial or operating policies of the entity. 112 GLANBIA PLC ANNUAL REPORT 2010 18. Available for sale financial assets At the beginning of the year Disposals/redemption Fair value movement recognised directly through the statement of other comprehensive income Additions FINANCIAL STATEMENTS Available for sale financial assets 2010 Group €'000 Investments 2010 Company €'000 453,554 (5,229) – 151,265 20,397 (889) (5,381) – Available for sale financial assets 2009 Group €'000 24,112 (550) (3,367) 202 Investments 2009 Company €'000 460,771 (7,217) – – At the end of the year 599,590 14,127 453,554 20,397 Investments include the following: Listed securities Equity securities – eurozone countries Unlisted securities One51 plc Irish Dairy Board Glanbia Enterprise Fund Limited Moorepark Technology Other Group companies Other available for sale financial assets Available for sale financial assets 2010 Group €'000 Available for sale financial assets 2009 Group €'000 Investments 2009 Company €'000 Investments 2010 Company €'000 1 – – 265 – 599,324 – 143 2,983 9,830 265 198 – 708 1 – – 740 – 452,813 – 155 8,352 10,193 740 198 – 759 599,590 14,127 453,554 20,397 There were no impairment provisions on available for sale financial assets or investments in 2010 or 2009. The unlisted equity shares in One51 plc are currently traded on an informal ‘grey’ market. These shares are fair valued by reference to published bid prices. Available for sale financial assets are fair valued at each reporting date. For investments traded in active markets, fair value is determined by reference to Stock Exchange quoted bid prices. For other investments, fair value is estimated by reference to the current market value of similar instruments or by reference to cash flows discounted using a rate based on the market interest rate and the risk premium specific to the unlisted securities. Available for sale financial assets with a carrying value of €11.0 million (2009: €11.9 million) are included at cost. Fair value information for these financial assets has not been disclosed as it cannot be measured reliably. These available for sale financial assets comprise the following – Irish Dairy Board, Glanbia Enterprise Fund Limited, Moorepark Technology and other investments. The fair value of these shares cannot be reliably measured as they are not actively traded or there is not a readily available market for such instruments. The Group has no plans to dispose of these financial assets in the foreseeable future. Available for sale financial assets are classified as non-current assets, unless they are expected to be realised within 12 months of the reporting date or unless they will need to be sold to raise operating capital. All available for sale financial assets are euro denominated. 113 GLANBIA PLC ANNUAL REPORT 2010 19. Trade and other receivables Trade receivables Less provision for impairment of receivables Trade receivables – net Prepayments Receivables from Joint Ventures & Associates (note 37) Loans to joint ventures (note 37) Amounts due from subsidiary companies Value added tax Other receivables Less non-current trade receivables: Other receivables Receivables from Joint Ventures & Associates Loans to joint ventures (note 37) FINANCIAL STATEMENTS 2010 Company €'000 – – – 22 – – 87 – – 2010 Group €'000 230,794 (12,802) 217,992 6,344 6,882 13,060 2009 Company €'000 – – – 30 – – – 76,297 4,505 21,132 – – 2009 Group €'000 194,424 (12,035) 182,389 14,569 2,357 33,718 – 5,113 16,735 109 269,915 76,327 254,881 – – – (6,424) (3,600) (13,060) – – – (16,837) – (33,718) 109 246,831 76,327 204,326 In 2010, under a debt purchase agreement with a financial institution, the Group has transferred credit risk and retained late payment risk on certain trade receivables, amounting to €32.1 million (2009: €34.0 million). The Group has continued to recognise an asset of €0.4 million (2009: €0.4 million), representing the extent of its continuing involvement, and an associated liability of a similar amount. The carrying value of receivables are a reasonable approximation of fair value. The net movement in the provision for impairment of receivables has been included in distribution expenses in the income statement. As shown in note 5.3, the Group has one significant external customer. Management are satisfied that they have satisfactory credit control procedures in place in respect of this customer. The Group’s objective is to minimise credit risk by carrying out credit checks where appropriate by the use of credit insurance in certain situations and by active credit management. Management does not expect any significant losses of receivables that have not been provided for. 114 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS The carrying amounts of the Group’s trade and other receivables are denominated in the following currencies: Euro US dollar GBP sterling Other 2010 Company €'000 109 – – – 2010 Group €'000 126,725 113,506 5,323 1,277 2009 Company €'000 76,327 – – – 2009 Group €'000 101,144 95,888 3,325 3,969 109 246,831 76,327 204,326 Movement on the Group’s provision for impairment of trade receivables is as follows: At the beginning of the year Provision for receivables impairment Receivables written off during the year as uncollectible Unused amounts reversed At the end of the year 2010 €'000 12,035 1,481 (261) (453) 2009 €'000 8,091 4,696 (356) (396) 12,802 12,035 As of 1 January 2011, trade receivables of €18.1 million (2009: €20.5 million) were impaired. Trade receivable balances are generally considered for an impairment review when falling due outside trade terms and are normally partially or wholly provided for. The amount of the provision was €12.8 million (2009: €12.0 million). The breakdown of impaired trade receivables is as follows: Past due: Up to 3 months 3 to 6 months Over 6 months 2010 €'000 1,652 2,863 13,597 2009 €'000 2,987 4,533 13,008 18,112 20,528 The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group holds charges on property and other assets of certain trade debtors, valued at €9.6 million (2009: €8.0 million). As of 1 January 2011, trade receivables of €39.5 million (2009: €31.3 million) were past due but not impaired, as they are considered recoverable. Past due not impaired: Up to 3 months 3 to 6 months Over 6 months 2010 €'000 36,100 2,580 838 2009 €'000 25,494 4,267 1,572 39,518 31,333 115 GLANBIA PLC ANNUAL REPORT 2010 20. Inventories Raw materials Finished goods Consumables FINANCIAL STATEMENTS 2010 €'000 57,142 230,140 16,599 2009 €'000 29,573 159,480 12,524 303,881 201,577 Included in the above are inventories carried at net realisable value amounting to €8.1 million (2009: €26.1 million). The amount written off in respect of these inventories was €2.0 million (2009: €4.1 million). 21. Cash and cash equivalents Cash at bank and in hand Short term bank deposits 2010 Company €’000 2010 Group €'000 2009 Company €'000 8,200 – 59,554 169,547 8,200 229,101 – – – 2009 Group €'000 38,831 113,958 152,789 The fair value of cash and cash equivalents are not materially different to their book values. The maximum exposure to credit risk at the reporting date is the carrying value of the cash and cash equivalent balances. 116 GLANBIA PLC ANNUAL REPORT 2010 22. Other reserves FINANCIAL STATEMENTS Capital reserve €'000 (note a) Merger reserve €'000 (note b) Currency reserve €'000 (note c) Hedging reserve €'000 (note d) Available for sale financial assets reserve €'000 (note e) Share based payment reserve €'000 (note g) Own shares €'000 (note f) Total €'000 Balance at 3 January 2009 2,825 113,148 (5,230) (18,727) 9,253 (1,899) 1,613 100,983 – – – – Currency translation differences Exceptional foreign exchange loss Revaluation of interest rate swaps – loss in year Foreign exchange contracts – loss in year Transfers to income statement – – Foreign exchange contracts – loss in year – – Forward commodity contracts – loss in year – – Interest rate swaps – loss in year Revaluation of forward commodity contracts – gain in year – Revaluation of available for sale financial assets – loss in year – – Deferred tax on fair value movements – Cost of share based payments – Transfer between reserves – – – – – – – – – – – – (12,022) 18,280 – – – – – – – – – (648) – – (3,690) (983) 903 716 8,163 5 – (988) – – – – – – – – – – (3,367) 485 – – – – – – – – – – – – – – – – – – (12,022) 18,280 (3,690) (983) – – – – – – 187 648 903 716 8,163 5 (3,367) (503) 187 – Balance at 2 January 2010 2,825 113,148 380 (14,601) 6,371 (1,899) 2,448 108,672 – – – Currency translation differences Revaluation of interest rate swaps – loss in year Foreign exchange contracts – gain in year Transfers to income statement – – Foreign exchange contracts – loss in year – – Forward commodity contracts – gain in year – – Interest rate swaps – loss in year Revaluation of forward commodity contracts – loss in year – Revaluation of available for sale financial assets – loss in year – – Deferred tax on fair value movements – Cost of share based payments Transfer on exercise, forfeit or lapse of share based payments that have vested (note 24) – – – – – – – – – – – – 20,169 – – – (4,180) 38 743 (202) 7,613 (76) – 922 – – – – – – – – – – – – – – – – (5,381) 1,345 – – – – – – – – – – – – – – 20,169 (4,180) 38 – – – – – – 2,937 743 (202) 7,613 (76) (5,381) 2,267 2,937 – – 283 (656) (373) Balance at 1 January 2011 2,825 113,148 20,549 (9,743) 2,335 (1,616) 4,729 132,227 Note 22 (a): Capital reserve The capital reserve comprises a capital redemption reserve and a capital reserve which arose due to the re-nominalisation of the Company’s share capital on conversion to the euro. 2010 Company €'000 2010 Group €'000 2009 Company €'000 2009 Group €'000 At the beginning and the end of the year 4,227 2,825 4,227 2,825 117 GLANBIA PLC ANNUAL REPORT 2010 Note 22 (b): Merger reserve Share premium – representing excess of fair value over nominal value of ordinary shares issued in connection with the merger of Avonmore Foods plc and Waterford Foods plc Merger adjustment* Share premium and other reserves relating to nominal value of shares in Waterford Foods plc FINANCIAL STATEMENTS 2010 €'000 2009 €'000 355,271 355,271 (327,085) 84,962 (327,085) 84,962 113,148 113,148 * The merger adjustment represents the difference between the nominal value of the issued share capital of Waterford Foods plc and the fair value of the shares issued by Avonmore Foods plc in 1997 (now named Glanbia plc). Note 22 (c): Currency reserve The currency reserve reflects the foreign exchange gains and losses that form part of the net investment in foreign operations. Where Group companies have a functional currency different from the presentation currency, their assets and liabilities are translated at the closing rate at the reporting date, income and expenses in the income statement are translated at the average rate for the year and resulting exchange differences are taken to the currency reserve within equity. Note 22 (d): Hedging reserve The hedging reserve reflects the effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges. Amounts accumulated in the hedging reserve are recycled to the income statement in the periods when the hedged item affects income or expense. Note 22 (e): Available for sale financial assets reserve Unrealised gains and losses arising from changes in the fair value of available for sale financial assets are recognised in the available for sale financial asset reserve. When such available for sale financial assets are sold or impaired, the accumulated fair value adjustments are recycled to the income statement. Note 22 (f): Own shares The amount included as own shares relates to 485,304 (2009: 570,054) ordinary shares in Glanbia plc held by an Employee Share Trust which was established in May 2002 to operate in connection with the Company's Saving Related Share Option Scheme ('Sharesave Scheme'). The trustee of the Employee Share Trust is Halifax EES Trustees International Limited; a Jersey based trustee services company. The shares included in the Employee Share Trust at 1 January 2011 cost €1.6 million (2009: €1.9 million) and had a market value of €1.8 million at 1 January 2011 (2009: €1.6 million). The dividend rights in respect of these shares have been waived, save 0.001 pence per share. Shares purchased under the 2007 LTIP scheme and the 2008 LTIP scheme are deemed to be own shares in accordance with IAS 32 - Financial Instruments: Presentation. Note 22 (g): Share based payment reserve The share based payment reserve reflects charges relating to granting of both shares and options under the 2002 LTIP, 2007 LTIP and 2008 LTIP schemes. 2010 Company €'000 2010 Group €'000 2009 Company €'000 2009 Group €'000 At the beginning of the year 2,217 2,448 1,612 1,613 Transfer from trade and other payables – share based payments Transfer between reserves Transfer of reserves between Group companies Transfer on exercise, forfeit or lapse of share based payments that have vested Cost of share based payments – – 231 (656) 2,937 – – – (656) 2,937 438 – – – 167 – 648 – – 187 At the end of the year 4,729 4,729 2,217 2,448 118 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS 2002 Long Term Incentive Plan (‘the 2002 LTIP’) Movement in the 2002 LTIP for the financial year ended 1 January 2011 is as follows: At the beginning of the year Granted Exercised Lapsed 2010 Average exercise price in € per share 2010 Number of options 2009 Average exercise price in € per share 2.35 – (1.86) (4.03) 2,308,000 – (280,000) (48,000) 2.35 2.29 – – 2009 Number of options 2,258,000 50,000 – – At the end of the year 2.37 1,980,000 2.35 2,308,000 Expiry date in 2012 2013 2014 2014 2016 2017 2019 Exercise price € 1.55 1.90 2.47 2.73 2.87 4.03 2.29 2010 number 577,000 160,000 100,000 925,000 50,000 118,000 50,000 2009 number 782,000 160,000 100,000 1,000,000 50,000 166,000 50,000 1,980,000 2,308,000 Total options over 1,980,000 (2009: 2,308,000) ordinary shares were outstanding at 1 January 2011 under the 2002 Long Term Incentive Plan (‘the 2002 LTIP’), at prices ranging between €1.55 and €4.03. Furthermore, in accordance with the terms of the 2002 LTIP, certain executives to whom options were granted in 2002 and 2004 are eligible to receive share awards related to the number of ordinary shares which they hold on the second anniversary of the exercise of the option, to a maximum of 90,600 (2009: 118,600) ordinary shares. The amount of the 2002 LTIP credited to the Group income statement during the year was €15,761 (2009: charge of €84,208 ). A credit arose due to the lapse of certain share awards. Under the 2002 LTIP options cannot be exercised before the expiration of three years from the date of grant and can only be exercised if a predetermined performance criterion for the Group has been achieved. The performance criterion is that there has been an increase in the adjusted earnings per share of the Group of at least the Consumer Price Index plus 5% over a three year period. The fair value of share options has been calculated using the Trinomial Model. Options over 1,930,000 (2009: 2,092,000) ordinary shares were exercisable at 1 January 2011 at a weighted average price of €2.38 (2009: €2.21). The weighted average life for share options outstanding is three years. 2007 Long Term Incentive Plan (‘the 2007 LTIP’) and 2008 Long Term Incentive Plan (‘the 2008 LTIP’) Arising from a review of the Group’s compensation arrangements for senior managers and executive Directors, the Directors approved the introduction of the 2007 LTIP for selected senior managers and the shareholders approved the introduction of the 2008 LTIP for selected senior managers and executive Directors. Awards outstanding under the 2007 LTIP and the 2008 LTIP as at 1 January 2011 amounted to nil (2009: 169,500) and 2,283,000 ordinary shares (2009: 1,201,000) respectively. The performance criteria for the LTIP schemes are tied 50% to achievement of targeted EPS growth and 50% to Total Shareholder Return (TSR). The TSR element is assessed against a group of leading peer companies and the EPS element is measured against pre-set targeted adjusted EPS growth criteria for the Group. The maximum award under the 2007 LTIP scheme was 115% of base salary per annum in the form of conditional shares and the vesting period was three years. With regard to the 2008 LTIP, an award shall not vest unless the Remuneration Committee is satisfied that the Company’s underlying financial performance has shown a sustained improvement in the period since the date of grant. 119 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS Shares awarded under the Group’s LTIP schemes are equity settled share based payments as defined in IFRS 2 – Share Based Payments. The IFRS requires that a recognised valuation methodology be employed to determine the fair value of shares awarded and stipulates that this methodology should be consistent with methodologies used for pricing of financial instruments. The combined expense of €2,953,071 (2008 LTIP: €2,823,605, 2007 LTIP: €129,466) charged in the Group income statement has been arrived at through applying a Monte Carlo simulation technique to model the combination of market and non-market based performance conditions of the plan. The 2007 LTIP Impact on Group income statement Granted in 2007 Share price at date of award € Period to earliest release date Number of shares Fair value € Expense in Group income statement 2010 €'000 Expense in Group income statement 2009 €'000 2007 Long Term Incentive Plan 4.03 – 169,500 3.85 129 63 Shares awarded under the 2007 LTIP are equity settled share-based payments as defined in IFRS 2-Share Based Payment. On 25 May 2010, 50% of the share options above vested and the balance has lapsed. The fair value of the shares awarded was determined using a Monte Carlo simulation technique taking account of peer group total share return volatilities and correlations together with the following assumptions: Risk-free interest rate Expected volatility Dividend yield 4% 25% 2% Expected volatility was determined by calculating the historical volatility of the Company’s share price over a period equivalent to the expected life of the option. The 2008 LTIP Impact on Group income statement The total expense is analysed as follows: Share price at date of award € Period to earliest release date Number of shares Fair value € Expense in Group income statement 2010 €'000 Expense in Group income statement 2009 €'000 Granted in 2008 2008 Long Term Incentive Plan 4.45 1 year 583,000 3.54 1,332 (153) Granted in 2009 2008 Long Term Incentive Plan 2.72 2 years 618,000 2.22 659 193 Granted in 2010 2008 Long Term Incentive Plan 2.82 3 years 1,082,000 2.31 833 – Shares awarded under the 2008 LTIP are equity settled share-based payments as defined in IFRS 2-Share Based Payment. The 2008, 2009 and 2010 awards will expire in 2011 (583,000 shares), 2012 (618,000 shares) and 2013 (1,082,000 shares) respectively. The number of options granted in 2008 and 2009, expected to vest has increased, resulting in an increased charge to the income statement during the year. The fair value of the shares awarded were determined using a Monte Carlo simulation technique taking account of peer group total share return volatilities and correlations together with the following assumptions: Risk-free interest rate Expected volatility Dividend yield Granted in 2010 Granted in 2009 Granted in 2008 1% 47% 1% 2% 35% 2% 4% 29% 1% Expected volatility was determined by calculating the historical volatility of the Company’s share price over a period equivalent to the expected life of the option. 120 GLANBIA PLC ANNUAL REPORT 2010 23. Share capital and share premium Company At 3 January 2009 and 2 January 2010 Shares issued At 1 January 2011 Group FINANCIAL STATEMENTS Number of shares (thousands) Ordinary shares €'000 Share premium €'000 Total €'000 293,556 280 17,613 17 436,874 454,487 505 522 293,836 17,630 437,379 455,009 Number of shares (thousands) Ordinary shares €'000 Share premium €'000 Total €'000 At 3 January 2009 and 2 January 2010 Shares issued At 1 January 2011 293,556 280 17,613 17 81,606 505 99,219 522 293,836 17,630 82,111 99,741 The total authorised number of ordinary shares is 306 million shares (2009: 306 million shares) with a par value of €0.06 per share (2009: €0.06 per share). All issued shares are fully paid. 121 GLANBIA PLC ANNUAL REPORT 2010 24. Retained earnings FINANCIAL STATEMENTS Company retained earnings €'000 Group retained earnings €'000 Group goodwill write-off €'000 Group Total €'000 Balance at 3 January 2009 36,056 112,668 (92,961) 19,707 Profit for the year 43,341 112,676 Other comprehensive income/(expense) Actuarial loss – defined benefit schemes Deferred tax on actuarial loss Share of actuarial loss – Joint Ventures & Associates – – – (31,215) 2,684 (1,364) Total comprehensive income for the year 43,341 82,781 Dividends paid during the year (19,484) (19,484) – – – – – – 112,676 (31,215) 2,684 (1,364) 82,781 (19,484) Balance at 2 January 2010 59,913 175,965 (92,961) 83,004 Profit for the year 745 108,047 Other comprehensive income/(expense) Actuarial gain – defined benefit schemes Deferred tax on actuarial gain Share of actuarial gain – Joint Ventures & Associates – – – 13,379 (1,250) 2,444 Total comprehensive income for the year 745 122,620 Dividends paid during the year (20,453) (20,453) Transfer on exercise, forfeit or lapse of share based payments that have vested (note 22) 373 373 – – – – – – – 108,047 13,379 (1,250) 2,444 122,620 (20,453) 373 Balance at 1 January 2011 40,578 278,505 (92,961) 185,544 25. Non-controlling interests At the beginning of the year Share of profit for the year Dividends paid to non-controlling interests during the year At the end of the year 2010 €'000 6,493 586 (187) 2009 €'000 8,010 483 (2,000) 6,892 6,493 122 GLANBIA PLC ANNUAL REPORT 2010 26. Borrowings Current Bank overdrafts/borrowings Finance lease liabilities Non-current Bank borrowings Cumulative redeemable preference shares Finance lease liabilities Total borrowings FINANCIAL STATEMENTS 2010 Company €'000 – – – – – – – – 2010 Group €'000 – 972 2009 Company €'000 9,550 – 972 9,550 2009 Group €'000 – 945 945 569,545 63,487 3,219 636,251 – – – – 526,803 63,487 4,172 594,462 637,223 9,550 595,407 Bank borrowings are secured by cross-guarantees from Group companies. The cumulative redeemable preference shares carry the right to such fixed cumulative annual dividend as was last determined by the Directors in July 2007. All 50 million of the €1.2697 shares currently carry the right to a fixed cumulative annual dividend 8.6977 cents per share. In July 2014 all shares still in issue will be redeemed at the issue price. Lease liabilities are effectively secured as the rights to the leased asset revert to the lessor in the event of default. The maturity of non-current borrowings is as follows: Between 1 and 2 years Between 2 and 5 years 2010 €'000 205,853 430,398 2009 €'000 982 593,480 636,251 594,462 During February 2011, €100 million of a committed bank facility was extended by one year from July 2012 to July 2013. The exposure of the Group’s total borrowings to interest rate changes having consideration for the contractual repricing dates at the reporting date are as follows: 6 months or less Between 2 and 5 years The effective interest rates at the reporting date, were as follows: Bank overdrafts Bank borrowings 2010 €'000 379,545 257,678 2009 €'000 336,803 258,604 637,223 595,407 EUR USD CAD 2010 2009 2010 2009 2010 2009 1.65% 1.18% 5.25% 5.25% 4.00% 3.25% 3.54% 3.40% 1.15% 1.04% 2.05% 1.26% 123 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS The carrying amounts and fair values of non-current borrowings are as follows: Carrying amount 2010 €'000 Carrying amount 2009 €'000 Fair values 2010 €'000 Fair values 2009 €'000 Non-current borrowings 636,251 594,462 632,008 589,283 The carrying value of current borrowings approximates their fair value. The carrying amounts of the Group’s total borrowings are denominated in the following currencies: Euro US dollar Canadian dollar The Group has the following undrawn borrowing facilities: Expiring within 1 year Expiring beyond 1 year Finance lease liabilities – minimum lease payments: 12 months or less Between 1 and 2 years Between 2 and 5 years Future finance charges on finance leases 2010 €'000 445,620 179,527 12,076 2009 €'000 458,168 126,605 10,634 637,223 595,407 2010 €'000 16,646 101,178 2009 €'000 16,286 138,795 117,824 155,081 2010 €'000 1,181 1,181 2,362 4,724 (533) 2009 €'000 1,149 1,149 3,447 5,745 (628) Present value of finance lease liabilities 4,191 5,117 The present value of finance lease liabilities is as follows: 12 months or less Between 1 and 2 years Between 2 and 5 years 2010 €'000 972 1,021 2,198 2009 €'000 945 982 3,190 4,191 5,117 124 GLANBIA PLC ANNUAL REPORT 2010 27. Deferred income taxes FINANCIAL STATEMENTS Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority. The following amounts, determined after appropriate offsetting, are shown in the consolidated statement of financial position: Deferred tax assets Deferred tax liabilities Net deferred tax liability The gross movement on the deferred income tax account is as follows: At the beginning of the year Income statement – pre exceptional charge (note 11) Income statement – exceptional charge Deferred tax (credit)/charge to other comprehensive income (note 22) Deferred tax charge/(credit) on actuarial gain/loss (note 24) Exchange differences At the end of the year 2010 €'000 2009 €'000 (7,388) (12,022) 75,966 66,337 68,578 54,315 2010 €'000 54,315 10,994 558 (2,267) 1,250 3,728 2009 €'000 33,676 12,740 12,512 503 (2,684) (2,432) 68,578 54,315 The movement in deferred tax liabilities and assets during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows: Deferred tax liabilities Accelerated tax depreciation €'000 Fair value gains €'000 IP and deferred development costs €'000 Other €'000 Total €'000 At 3 January 2009 25,686 2,969 23,780 6,621 59,056 Charged/(credited) to income statement Charged to other comprehensive income (note 22) Exchange differences At 2 January 2010 9,271 – (787) – 503 – (831) – (765) 100 – (210) 8,540 503 (1,762) 34,170 3,472 22,184 6,511 66,337 Charged/(credited) to income statement (Credited) to other comprehensive income (note 22) Exchange differences At 1 January 2011 2,163 – 1,822 – (2,267) – (1,336) – 1,657 7,172 – 418 7,999 (2,267) 3,897 38,155 1,205 22,505 14,101 75,966 Deferred tax on intellectual property (IP) of €21.2 million, previously shown in ‘Other’, is now included with deferred development costs within ‘IP and deferred development costs’. 125 GLANBIA PLC ANNUAL REPORT 2010 Deferred tax assets FINANCIAL STATEMENTS Retirement obligations €'000 Tax losses €'000 Total €'000 At 3 January 2009 (17,087) (8,293) (25,380) Charged to income statement (Credited) to other comprehensive income (note 24) Exchange differences At 2 January 2010 Charged to income statement Charged to other comprehensive income (note 24) Exchange differences At 1 January 2011 13,684 (2,684) – 3,028 – (670) 16,712 (2,684) (670) (6,087) (5,935) (12,022) 1,300 1,250 2 2,253 – (171) 3,553 1,250 (169) (3,535) (3,853) (7,388) The decrease in the retirement benefit obligation has given rise to a decrease in the related deferred tax asset. A deferred tax asset has been recognised on the basis that the realisation of the related tax benefit through future taxable profits is probable. Deferred tax assets are recognised for tax losses carried forward to the extent that realisation of the related tax benefit through future taxable profits is probable. The Group has tax losses of €72.6 million (2009: €14.8 million) to carry forward against future taxable income on which a deferred tax asset has not been recognised. Deferred tax liabilities have not been recognised for withholding tax and other taxes that would be payable on the unremitted earnings of certain subsidiaries, associates and joint ventures. The deferred tax credited to other comprehensive income during the year is as follows: Available for sale financial assets (note 22) Hedging reserve (note 22) Impact of decrease/(increase) in retirement benefit obligations due to actuarial gain/loss (note 24) 2010 €'000 (1,345) (922) 1,250 2009 €'000 (485) 988 (2,684) (1,017) (2,181) 126 GLANBIA PLC ANNUAL REPORT 2010 28. Retirement benefit obligations FINANCIAL STATEMENTS Pension benefits The Group operates a number of defined benefit and defined contribution schemes which provide retirement and death benefits for the majority of employees. The schemes are funded through separate Trustee controlled funds. The contributions paid to the defined benefit schemes are in accordance with the advice of professionally qualified actuaries. The latest actuarial valuation reports for these schemes, which are not available for public inspection, are dated between 1 January 2008 and 1 January 2010. The contributions paid to the scheme in 2010 are in accordance with the contribution rates recommended in the actuarial valuation reports. The discount rate applied to the UK pension schemes changed from Merrill Lynch AA Bonds in 2009 to Towers Watson Global Rate: Link Model in 2010. This decreased the pension liability at year end by approximately €1.8 million. The inflation rate applied to the UK pension scheme changed from the Consumer Price Index for both schemes in 2009 to the Consumer Price Index and Retail Price Index in 2010, depending on the rules of the scheme. This decreased the pension liability at year end by approximately €2.6 million. The amounts recognised in the statement of financial position are determined as follows: Present value of funded obligations Fair value of plan assets Liability in the Group statement of financial position The amounts recognised in the Group income statement are as follows: Defined benefit pension schemes – Service costs – current – Interest costs – Expected return on plan assets Total expense pre curtailment gains and negative past service costs Exceptional item – curtailment gains and negative past service cost (note 7 and note 8) Total gain Defined contribution pension schemes The actual return on plan assets was a profit of €29.8 million (2009: €28.7 million). 2010 €'000 2009 €'000 (437,911) 389,351 (435,010) 349,245 (48,560) (85,765) 2010 €'000 (4,803) (24,153) 21,888 (7,068) 10,238 2009 €'000 (5,515) (23,635) 16,383 (12,767) 100,098 3,170 87,331 (2,750) (2,146) The movement in the liability recognised in the Group statement of financial position over the year is as follows: At the beginning of the year Exchange differences Movements relating to disposed operations Total expense pre curtailment gains and negative past service costs Curtailment gains and negative past service costs Actuarial gain/(loss) on defined benefit schemes Contributions paid by employer At the end of the year 2010 €'000 2009 €'000 (85,765) (164,410) (972) (38) (7,068) 10,238 13,379 21,666 (1,821) (1,280) (12,767) 100,098 (31,215) 25,630 (48,560) (85,765) 127 GLANBIA PLC ANNUAL REPORT 2010 The movement in obligations during the year is as follows: At the beginning of the year Exchange differences Movements relating to disposed operations Current service costs Interest costs Actuarial gains/(losses) – Experience gains – Change in assumptions Contributions by plan participants Curtailment gains and negative past service costs Benefits paid At the end of the year The movement in the fair value of plan assets over the year is as follows: At the beginning of the year Exchange differences Movements relating to disposed operations Expected return on plan assets Actuarial gain Contributions by plan participants Contributions paid by employer Benefits paid At the end of the year The principal actuarial assumptions used were as follows: FINANCIAL STATEMENTS 2010 €'000 2009 €'000 (435,010) (2,431) (38) (4,803) (24,153) 8,442 (2,992) (2,963) 10,238 15,799 (465,909) (4,800) (4,131) (5,515) (23,635) 5,366 (48,895) (3,796) 100,098 16,207 (437,911) (435,010) 2010 €'000 2009 €'000 349,245 1,459 301,499 2,979 – 21,888 7,929 2,963 21,666 (15,799) 2,851 16,383 12,314 3,796 25,630 (16,207) 389,351 349,245 Discount rate Expected return on plan assets – Equities – Corporate bonds – Government bonds and gilts – Cash – Property – Other assets Inflation rate* Future salary increases* Future pension increases 2010 IRL 2010 UK 2009 IRL 2009 UK 5.40% 5.45%–5.50% 5.65% 5.80% 7.70% 4.90% 4.40% 2.00% 6.50% 7.70% 2.00% 3.00% 2.75%–3.45% 8.20% 5.45% 4.20% 3.70% 7.70% n/a 2.75%–3.45% 7.75% 5.80% 4.45% 2.50% 6.50% 7.75% 2.25% 4.20% 3.25% 2.25%–3.25% 0%–3.50% 8.25% 5.80% 4.50% 4.10% 8.00% n/a 3.45% 4.20% 3.25% * The Irish inflation rate and future salary increase assumptions have been decreased for the next three years by 1% to reflect the current economic conditions in Ireland. The rates set out above are the longer term assumptions. Cumulative actuarial losses: Actuarial (gain)/loss for the year Cumulative actuarial losses 2010 €'000 2009 €'000 (13,379) 31,215 141,827 155,206 128 GLANBIA PLC ANNUAL REPORT 2010 Plan assets are comprised as follows: Equities Corporate bonds Government bonds and gilts Property Cash FINANCIAL STATEMENTS 2010 €'000 218,484 33,664 90,341 20,456 26,406 2010 % 56 9 23 5 7 2009 €'000 177,273 34,522 86,426 20,638 30,386 2009 % 50 10 25 6 9 389,351 100 349,245 100 The expected return on plan assets was determined by considering the expected returns available on the assets underlying the current investment policies. Expected yields on fixed interest investments are based on gross redemption yields at the reporting date. Expected returns on equity and property investments reflect long-term real rates of return experienced in the respective markets. Following a detailed review of the Group’s schedule of contributions during the year, contributions to post-employment benefit plans are expected to be €20.4 million in 2011 (2010: €20.0 million). Mortality rates Assumptions regarding future mortality experience are set based on actuarial advice in accordance with published statistics and experience in each territory. The mortality assumptions imply the following life expectancies in years of an active member on retiring at age 65, 20 years from now: Male Female 2010 Irish mortality rates 2010 UK mortality rates 2009 Irish mortality rates 2009 UK mortality rates 21.5 24.2 23.9 27.0 21.5 24.2 24.8 27.4 The mortality assumptions imply the following life expectancies in years of an active member, aged 65, retiring now: Male Female Five year summary At the end of the year Fair value of plan assets Present value of funded obligations 2010 Irish mortality rates 2010 UK mortality rates 2009 Irish mortality rates 2009 UK mortality rates 19.2 21.9 2009 €'000 21.8 24.9 2008 €'000 19.2 21.9 2007 €'000 23.0 25.8 2006 €'000 2010 €'000 389,351 (437,911) 349,245 (435,010) 301,499 (465,909) 382,521 (496,769) 376,585 (501,473) Deficit (48,560) (85,765) (164,410) (114,248) (124,888) Experience adjustments on plan liabilities 8,442 5,366 (3,175) (7,160) (12,651) Experience adjustments on plan assets 7,929 12,314 (104,229) (32,542) 11,575 129 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS Sensitivity analysis for principal assumptions used to measure scheme liabilities There are inherent uncertainties surrounding the financial assumptions adopted in calculating the actuarial valuation of the Group’s defined benefit pension schemes. The following table analyses, for the Group’s Irish and UK pension schemes, the estimated impact on the plan liabilities resulting from changes to key actuarial assumptions, whilst holding all other assumptions constant. 2010 Assumption Discount rate Price inflation Mortality 2009 Assumption Discount rate Price inflation Mortality Change in assumption Impact on Irish plan liabilities Impact on UK plan liabilities Increase/decrease 0.25% Decrease/increase by 3.7% Decrease/increase by (4.1%)/4.4% Increase/decrease 0.25% Increase/decrease by 1.6% Increase/decrease by 3.0%/(2.9%) Increase/decrease by one year Increase/decrease by 2.2% Increase/decrease by 3.1% Change in assumption Impact on Irish plan liabilities Impact on UK plan liabilities Increase/decrease 0.25% Decrease/increase by 3.8% Decrease/increase by 4.7% Increase/decrease 0.25% Increase/decrease by 1.4% Increase/decrease by 3.1% Increase/decrease by one year Increase/decrease by 3.8% Increase/decrease by 2.1% 29. Provisions for other liabilities and charges At 2 January 2010 Provided in the year Utilised in the year Exchange differences Unwinding of discounts Reclassifications At 1 January 2011 Non-current Current Restructuring €'000 UK pension €'000 note (a) note (b) Other €'000 note (c) Total €'000 20,356 20,086 7,002 47,444 400 (9,828) – – (457) – (1,124) 637 121 – 7,140 (1,645) 381 (29) 457 7,540 (12,597) 1,018 92 – 10,471 19,720 13,306 43,497 – 10,471 18,484 1,236 3,908 9,398 22,392 21,105 10,471 19,720 13,306 43,497 (a) The restructuring provision relates mainly to the rationalisation programme Glanbia is currently undertaking. The provision which relates mainly to redundancy is expected to be fully utilised during 2011. (b) The UK pension provision relates to administration and certain costs associated with pension schemes relating to businesses disposed of in prior years. This provision is expected to be fully utilised over the next 33 years. (c) Included in ‘Other’ above are provisions in respect of property lease commitments, deferred consideration in respect of recent acquisitions, insurance and certain legal claims pending against the Group. It is expected that €9.4 million of this provision will be utilised during 2011, with the balance being utilised over a further five year period. Due to the nature of these items, there is some uncertainty around the amount and timing of payments. 130 GLANBIA PLC ANNUAL REPORT 2010 30. Capital grants At 2 January 2010 Receivable for the year Exchange differences Released to income statement At 1 January 2011 31. Trade and other payables FINANCIAL STATEMENTS 2010 €'000 18,582 1,440 6 (1,419) 2009 €'000 12,694 7,114 11 (1,237) 18,609 18,582 Trade payables Amounts due to Joint Ventures & Associates (note 37) Amounts due to other related parties (note 37) Amounts due to other Group companies Social security costs Accrued expenses Other payables The carrying value of payables is a reasonable approximation of fair value. 32. Derivative financial instruments Non-hedging instruments Interest rate swaps – cash flow hedges Interest rate swaps – fair value hedges Forward foreign exchange contracts – cash flow hedges Commodity futures – cash flow hedges Commodity futures – fair value hedges 2010 Company €'000 66 – – 104,682 – 2,522 – 2010 Group €'000 128,645 30,059 235 – 3,262 176,372 27,673 2009 Company €'000 14 – – – – 2,767 – 2009 Group €'000 113,002 31,095 510 – 3,153 116,273 31,448 107,270 366,246 2,781 295,481 2010 Assets €'000 – – 3,975 590 267 723 2010 Liabilities €'000 (77) (8,076) – (600) (326) (723) 2009 Assets €'000 – – 5,848 2,085 1,933 353 2009 Liabilities €'000 – (11,057) (1,606) (3,041) (189) (353) Total 5,555 (9,802) 10,219 (16,246) Less non-current portion: Interest rate swaps – cash flow hedges Interest rate swaps – fair value hedges Non-current portion Current portion – 1,643 (3,315) – – 2,718 (5,631) – 1,643 (3,315) 2,718 (5,631) 3,912 (6,487) 7,501 (10,615) 131 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS Interest rate swaps The notional principal amounts of the outstanding interest rate swap contracts, qualifying as cash flow hedges at 1 January 2011 were €148.5 million (2009: €236.2 million). The notional principal amounts of the outstanding interest rate swap contracts, qualifying as fair value hedges at 1 January 2011 were €100.0 million (2009: €265.1 million). At 1 January 2011, the fixed interest rates vary from 3.79% to 4.94% (2009: 3.665% to 4.94%) and the main floating rates are set in advance by reference to inter-bank interest rates 1.143% EURIBOR, 0.45631% $LIBOR (2009: 1.153% EURIBOR, 0.45575% $LIBOR). Gains and losses recognised in the hedging reserve in other comprehensive income on interest rate swap contracts at 1 January 2011 will be continuously released to the income statement until repayment of the bank borrowings. Foreign exchange contracts The notional principal amounts of the outstanding foreign exchange contracts at 1 January 2011 are €51.7 million (2009: €225.9 million). Gains and losses recognised in the hedging reserve in other comprehensive income on foreign exchange contracts at 1 January 2011 will be released to the income statement at various dates within one year from the reporting date. Commodity futures The notional principal amounts of the outstanding commodity (milk, gas, oil and propane) futures, qualifying as cash flow hedges and fair value hedges at 1 January 2011 were €4.2 million and €61.4 million respectively (2009: €6.4 million and €36.8 million). Gains and losses recognised in the hedging reserve in other comprehensive income on these futures as at 1 January 2011 will be released to the income statement at various dates within one year from the reporting date. Financial guarantee contracts In accordance with Group accounting policy, management has reviewed the fair values associated with financial guarantee contracts, as defined within IAS 39 – Financial Instruments: Recognition and Measurement, issued in the name of Glanbia plc (the Company) and has determined that their value is not significant. No adjustment has been made to the Glanbia plc company statement of financial position to reflect fair value of the financial guarantee contracts issued in its name. 33. Contingent liabilities Company The Company has guaranteed the liabilities of certain subsidiaries in Ireland in respect of any losses or liabilities (as defined in section 5(c) of the Companies (Amendment) Act, 1986) for the year ended 1 January 2011 and the Directors are of the opinion that no losses will arise thereon. These subsidiaries avail of the exemption from the filing of audited financial statements, as permitted by section 17 of the Companies (Amendment) Act, 1986. The Group recognises a defined benefit liability and incurs administration and certain other costs in relation to its UK pension schemes for businesses disposed of in prior years, as outlined in note 28 and note 29. In addition, the Company has guaranteed the payment of a proportion of employer contributions in respect of these UK pension schemes. The Company considers these guarantees to be insurance contracts and accounts for them as such. The Company treats the guarantee contract as a contingent liability until such time as it becomes probable that the Company will be required to make a payment under the guarantee. Group Bank guarantees amounting to €7.1 million (2009: €10.5 million) are outstanding as at 1 January 2011, mainly in respect of payment of EU subsidies. The Group does not expect any material loss to arise from these guarantees. The Group has contingent liabilities in respect of legal claims arising in the ordinary course of business. It is not anticipated that any material liability will arise from these contingent liabilities other than those provided for. 132 GLANBIA PLC ANNUAL REPORT 2010 34. Commitments FINANCIAL STATEMENTS Capital commitments Capital expenditure contracted for at the reporting date but not recognised in the financial statements is as follows: Property, plant and equipment 2010 €'000 2009 €'000 4,980 2,260 Capital commitments not contracted for at the reporting date amounted to €60.9 million (2009: €44.4 million). Operating lease commitments – where the Group is the lessee The Group leases various assets. Generally operating leases are on a short-term basis with no purchase options. The future aggregate minimum lease payments under non-cancellable operating leases are as follows: Not later than 1 year Later than 1 year and not later than 5 years Later than 5 years 35. Cash generated from operations 2010 €'000 7,868 20,171 15,331 2009 €'000 6,750 18,232 12,951 43,370 37,933 2010 Company €'000 2010 Group €'000 2009 Company €'000 2009 Group €'000 Profit before taxation 745 134,718 43,341 143,032 Development costs capitalised Impairment charge Non-cash exceptional (gain) (note 7) Share of results of Joint Ventures & Associates Depreciation Amortisation Cost of share based payments Difference between pension charge and cash contributions Loss/(profit) on disposal of property, plant and equipment Profit on disposal of investments Interest income Interest expense Amortisation of government grants received – – – – – – 2,937 – – – – – – (2,821) 1,372 (10,238) (10,103) 32,569 15,111 2,937 (14,598) 957 – (3,290) 25,420 (1,419) – – – – – – 167 – – (12,891) – – – (2,639) 1,078 (45,675) (10,225) 28,735 13,858 187 (12,863) (716) – (5,542) 29,576 (1,237) Cash generated from operations before changes in working capital 3,682 170,615 30,617 137,569 Change in net working capital: – (Increase)/decrease in inventory – Decrease/(increase) in short term receivables – (Decrease)/increase in short term liabilities – (Decrease) in provisions – 66,449 (36,693) (246) (97,009) (28,065) 66,048 (4,375) – (7,991) 498 – 71,568 (10,504) (78,077) (15,846) Cash generated from operations 33,192 107,214 23,124 104,710 133 GLANBIA PLC ANNUAL REPORT 2010 36. Business combinations FINANCIAL STATEMENTS On 19 January 2011 the Group acquired the business and assets of a leading US based performance nutrition business – Bio-Engineered Supplements and Nutrition (“BSN”). BSN is a leading developer, provider and distributor of nutritional products designed for health, physique development and training. Details of net assets acquired and goodwill arising from the acquisition is as follows: Purchase consideration – cash paid Less: Fair value of assets acquired Goodwill €'000 107,696 90,271 17,425 The acquisition of BSN significantly enhances the Group’s Performance Nutrition portfolio and delivers further growth opportunities in this area. The goodwill is attributable to the profitability and development opportunities through combined R&D and the benefits associated with the extension of Glanbia's scale and specific capabilities to the acquired business. The fair value of assets and liabilities arising from the acquisition is as follows: Property, plant and equipment Other intangible assets Inventories Receivables Payables Fair value of assets acquired Fair value €'000 1,700 83,614 9,666 7,523 (12,232) 90,271 Acquisition related costs included in administration expenses in the Group’s consolidated income statement for the year ended 1 January 2011 amounted to €0.6 million. The fair values assigned to identifiable assets and liabilities have been determined provisionally due to the proximity of the acquisition date to the approval of the Annual Report. Any adjustments to these provisional valuations will be recognised within 12 months of the acquisition date. 134 GLANBIA PLC ANNUAL REPORT 2010 37. Related party transactions FINANCIAL STATEMENTS The Group is controlled by Glanbia Co-operative Society Limited (‘the Society’), which holds 54.5% of the issued share capital of the Company and is the ultimate parent of the Group. The following transactions were carried out with related parties: (a) Sales of goods and services Sales of goods: – Associates – Joint ventures – Key management* Sales of services: – The Society – Associates – Joint ventures – Subsidiaries 2010 Company €'000 2010 Group €'000 2009 Company €'000 – – – – – – – 16,068 2,498 64,077 791 67,366 336 17 11,977 – – – – – – – – 11,241 2009 Group €'000 5,497 52,613 659 58,769 395 18 7,503 – 16,068 12,330 11,241 7,916 Sales to related parties were carried out under normal commercial terms and conditions. (b) Purchases of goods and services Purchases of goods: – Associates – Joint ventures – Key management* Purchases of services: – The Society – Associates – Joint ventures – Subsidiaries 2010 Company €'000 2010 Group €'000 2009 Company €'000 – – – – – – – 2,086 9,721 3,090 2,083 14,894 290 2,174 8 – – – – – – – – 1,996 2009 Group €'000 10,431 3,339 1,737 15,507 290 1,660 19 – 2,086 2,472 1,996 1,969 Purchases from related parties were carried out under normal commercial terms and conditions. (c) Key management compensation1 Salaries and other short-term employee benefits Post-employment benefits Share based payments 2010 Company €'000 – – – – 2010 Group €'000 3,671 354 2,004 6,029 2009 Company €'000 – – – – 2009 Group €'000 2,041 376 114 2,531 1 Key management compensation includes the Glanbia Operating Executive Committee. 135 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS (d) Year-end balances arising from sales/purchases of goods/services 2010 Company €'000 2010 Group €'000 2009 Company €'000 Receivables from related parties: – The Society – Associates – Joint ventures – Key management* – Subsidiaries Payables to related parties: – The Society – Associates – Joint ventures – Key management* – Subsidiaries (e) Loans to joint ventures Loan to Southwest Cheese Company, LLC Loan to Milk Ventures (UK) Limited 682 118 6,764 207 – – – – – 79,346 7,771 79,346 2,993 – – – – – – – – – – 101,249 31 1,972 28,087 204 – – – – – – – 101,249 30,294 2010 Company €'000 – – – 2010 Group €'000 7,484 5,576 13,060 2009 Company €'000 – – – 2009 Group €'000 502 509 1,848 134 – 360 2,822 28,273 150 – 31,605 2009 Group €'000 28,313 5,405 33,718 * Purchases, sales and related year-end balances to key management refer to trading balances with Directors who are engaged in farming activities. 38. Events after the reporting period On 19 January 2011 the Group announced the acquisition of the business and assets of a leading US based performance nutrition business – Bio-Engineered Supplements and Nutrition (“BSN”). For further details regarding this acquisition see note 36 – business combinations. On 12 January 2011, the Group also acquired the business and assets of Kerry Group plc’s Limerick based liquid milk business subject to regulatory approval. 136 GLANBIA PLC ANNUAL REPORT 2010 39. Comparatives FINANCIAL STATEMENTS Certain comparatives in the statement of financial position have been restated to reflect the current year classifications as shown below: Trade and other receivables – non current Trade and other receivables – current Trade and other payables – current Share capital and share premium Other reserves Group as previously reported 2009 €'000 33,718 191,594 Reclassified 2009 €’000 Group restated 2009 €’000 16,837 50,555 12,732 204,326 (265,912) (29,569) (295,481) (97,320) (110,571) (1,899) (99,219) 1,899 (108,672) 40. Principal subsidiary and associated undertakings (a) Subsidiaries Incorporated and operating in Principal place of business Principal activities Group interest % Ireland Glanbia Foods Ireland Limited Ballyragget, Co. Kilkenny and Citywest, Dublin 24 Dairying, liquid milk, consumer food products and general trading Glanbia Consumer Foods Limited Inch, Co. Wexford and Kilkenny Fresh dairy products and soups Glanbia Ingredients (Ballyragget) Limited Ballyragget, Co. Kilkenny Milk products Glanbia Ingredients (Virginia) Limited Virginia, Co. Cavan Milk products Glanbia Nutritionals (Ireland) Limited Kilkenny Glanbia Nutritionals (Blending) Limited Kilkenny ON Optimum Nutrition Limited Kilkenny Glanbia Nutritionals (Europe) Limited Kilkenny Glanbia Nutritionals (Research) Limited Kilkenny Glanbia Feeds Limited Glanbia Estates Limited Avonmore Proteins Limited Glanbia Financial Services Enniscorthy, Co. Wexford and Portlaoise, Co. Laois Kilkenny Kilkenny Kilkenny Glanbia Investments (Ireland) Limited Kilkenny Glassonby Waterford Foods plc Kilkenny Kilkenny Nutritional products Nutritional products Nutritional products Nutritional products Research and development Manufacture of animal feed products Property and land dealing Financing Financing Investment company Holding company Holding company Grassland Fertilisers (Kilkenny) Limited Palmerstown, Co. Kilkenny Fertilisers D. Walsh & Sons Limited Palmerstown, Co. Kilkenny Grain and fertilisers Eilish Oils Limited Newtown Mount Kennedy, Co. Wicklow Biofuels 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 73.00 60.00 80.00 137 GLANBIA PLC ANNUAL REPORT 2010 FINANCIAL STATEMENTS Incorporated and operating in Principal place of business Principal activities Group Interest % Britain and Northern Ireland Glanbia (UK) Limited Victoria Square, Birmingham Holding company Glanbia Holdings Limited Victoria Square, Birmingham Holding company Glanbia Investments (UK) Limited Victoria Square, Birmingham Holding company Glanbia Nutritionals (UK) Limited Middlesbrough Sports nutrition products Glanbia Foods (NI) Limited Portadown, Co. Armagh Consumer food products Glanbia Feedstuffs Limited Victoria Square, Birmingham Supply of animal feeds Optimum Nutrition EMEA Limited London, England Sports nutrition products United States Glanbia, Inc. Delaware Holding company Glanbia Foods, Inc. Twin Falls, Idaho Milk products Optimum Nutrition, Inc. Illinois, South Carolina, Florida Sports nutrition products Glanbia Nutritionals (NA), Inc. Carlsbad, California Nutrient delivery systems Glanbia Nutritionals, Inc. Madison, Wisconsin Nutritional distribution Canada 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 Glanbia Nutritionals (Canada), Inc. Angusville, Manitoba Nutrient delivery systems 100.00 Germany Glanbia Nutritionals Deutschland GmbH Orsingen-Nensingen, Germany Nutrient delivery systems 100.00 Netherlands Glanbia Foods B.V. Moergestel, Netherlands Holding company Asia Glanbia Nutritionals (Suzhou) Company Limited Suzhou, China Nutrient delivery systems GN Life Science (Shanghai) Co. Ltd Shanghai, China Glanbia Nutritionals Singapore Pte Ltd Singapore Nutrient ingredient trading Customer service office 100.00 100.00 100.00 100.00 138 GLANBIA PLC ANNUAL REPORT 2010 (b) Associates and joint ventures Incorporated in Ireland FINANCIAL STATEMENTS Date to which results included Principal place of business Principal activities Group interest % Co-operative Animal Health Limited * 31–Dec–09 Tullow, Co. Carlow Agri chemicals South Eastern Cattle Breeders Society Limited * 31–Dec–09 Thurles, Co. Tipperary Cattle breeding Malting Company of Ireland Limited * 30–Sept–10 Togher, Cork South East Port Services Limited * 01–Jan–11 Kilkenny Greenfield Dairy Partners Limited * 31–Dec–10 Dunbell, Co. Kilkenny Malting Port services Dairy production and development Corman Miloko Ireland Limited ** 01–Jan–11 Carrick-on-Suir, Co. Tipperary Dairy spreads Garristown Properties Limited ** 01–Jan–11 Garristown, Co. Dublin Property development Britain and Northern Ireland Glanbia Cheese Limited ** 01–Jan–11 Magheralin and Llangefni Cheese products Milk Ventures (UK) Limited ** 30–Nov–10 Stockport, England Holding company Nigeria Nutricima Limited * 30–Nov–10 Nigeria United States Evaporated and powdered milk Southwest Cheese Company, LLC ** 01–Jan–11 Clovis, New Mexico Milk products 50.00 57.00 33.33 49.00 33.33 45.00 50.00 51.00 50.00 50.00 50.00 Pursuant to section 16 of the Companies Act, 1986 a full list of subsidiaries, joint venture and associated undertakings will be annexed to the Company's Annual Return to be filed in the Companies Registration Office in Ireland. * ** Associate Joint venture 139 GLANBIA PLC ANNUAL REPORT 2010 OTHER INFORMATION Shareholders’ information Stock exchange listings The Company’s shares are listed on the main market of the Irish Stock Exchange as well as having a premium listing on the main market of the London Stock Exchange. Managing your shareholding Computershare Investor Services (Ireland) Limited (“Computershare”) maintains the Company’s register of members. Should a shareholder have any queries in respect of their shareholding, they should contact Computershare directly using the contact details provided below: Substantial shareholdings The table below details the significant holding (3% or more) in the Company’s ordinary share capital that has been disclosed to the Company at 1 March 2011 in accordance with the requirements of Rule 7.1 of the Transparency Rules issued by the Financial Regulator under section 22 of the Investment Funds, Companies and Miscellaneous Provisions Act, 2006. Shareholder No. of ordinary shares % of issued share capital Computershare Investor Services (Ireland) Limited, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland. Glanbia Co-operative Society Limited 160,277,308 54.5% Contact details: telephone number 01 2475349 (within Ireland), 00353 1 247 5349 (outside Ireland), or by logging on to www.investorcentre.com/ie/contactus. Share price data Share price as at 1 January 2011 Market capitalisation Share price movements during the year: – high – low 2010 € 3.68 1,081m 3.68 2.43 2009 € 2.89 848m 3.00 1.84 The current share price of Glanbia plc ordinary shares can be accessed at http://www.glanbia.ie/prices-delayed Share capital The authorised share capital of the Company at 1 January 2011 was 306,000,000 ordinary shares at €0.06 each. The issued share capital at 1 January 2011 was 293,835,684 ordinary shares of €0.06 each. Employee share schemes The Company operates a number of employee share schemes. At 1 January 2011, 485,304 ordinary shares were held in an employee benefit trust for the purpose of the Group’s employee share schemes. Whilst any shares in the Company are held by the Trustees, the Trustees shall refrain from exercising any voting rights which may attach to the shares save that if the beneficial interest in any share has been vested in any beneficiary the Trustees shall seek and comply with any direction from such beneficiary as to the exercise of voting rights attaching to such shares. Dividend payments direct to your bank account An interim dividend of 3.03 cents per share was paid in respect of ordinary shares on 29 September 2010. Subject to shareholders approval, a final dividend of 4.49 cents per share will be paid in respect of ordinary shares on 20 May 2011 to shareholders on the register of members on 8 April 2011. If a shareholder’s registered address is in the UK and a shareholder has not previously provided the company with a mandate form for an Irish Euro account, a shareholder will default to a sterling payment. All other shareholders will default to a Euro payment. Dividend Withholding Tax (DWT) is deductible from dividends paid by an Irish resident company, unless the shareholder is entitled to an exemption and has submitted a properly completed exemption form to the Company's Registrars, Computershare. DWT applies to dividends paid by way of cash and is deducted at the standard rate of income tax (currently 20%). Non-resident shareholders and certain Irish companies, trusts, pension schemes, investment undertakings and charities may be entitled to claim exemption from DWT and are thereby required to send the relevant form to Computershare. Copies of this form may be obtained from Computershare. In order to continue to improve the security of dividend payments to shareholders and reduce costs, the Company proposes, to pay future dividend payments on its ordinary shares only by credit transfer into a nominated bank or building society account. Shareholders will continue to receive tax vouchers in respect of dividend payments. The Company takes data security issues very seriously. Required bank account details supplied to the Company and its Registrars will be used only for dividend distribution and the information will not be used for any purpose or supplied to any third party. 140 GLANBIA PLC ANNUAL REPORT 2010 OTHER INFORMATION www.glanbia.com Shareholders may visit www.glanbia.ie/shareholder-centre for up- to-date investor information. An electronic copy of current and past annual and half-yearly reports can be downloaded from the website. Current and historic share prices, news, updates and presentations may also be obtained. Shareholders may also register to receive future shareholder communications electronically. Electronic communications The changes brought about by the Transparency (Directive 2004/109/EC) Regulations 2007 recognises the growing importance of electronic communications. The Group therefore provides documentation and communications to all shareholders via our website unless a shareholder has specifically elected to receive a hard copy. Using electronic communications enables fast receipt of documents, helps the environment by significantly reducing the amount of paper used to communicate with shareholders and reduces associated printing, mailing and distribution costs. Shareholders can also vote online for the next Annual General Meeting (“AGM”). This is a quick and easy option, using the proxy voting service provided by Computershare. Shareholders may use this facility by visiting www.eproxyappointment.com. Appointment of proxy Where a shareholder is unable to attend the AGM in person, a proxy (or proxies) may be appointed to attend, speak, ask questions and vote on their behalf. For this purpose a form of proxy is posted to all shareholders. Copies of these documents may be requested by telephoning the Company’s Registrar on 01 2475349 (within Ireland), 00353 1 247 5349 (outside Ireland), or by logging on to www.investorcentre.com/ie/contactus or by writing to the Group Secretary at Glanbia plc, Glanbia House, Kilkenny. Alternatively, a shareholder may appoint a proxy electronically, by visiting www.eproxyappointment.com and submitting their proxy details. They will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN and agree to certain terms and conditions. The Control Number, the shareholder Reference Number (SRN) and the PIN can be found on the top of the form of proxy. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) thereof by using the procedures described in the CREST manual. How to exercise shareholders rights Shareholders have several ways to exercise their right to vote: Financial calendar (cid:159) by attending the AGM in person; Announcement of final results for 2010 02 March 2011 Ex-dividend date Record date for dividend Date for receipt of proxy forms Record date for AGM AGM Dividend payment date 06 April 2011 08 April 2011 09 May 2011 09 May 2011 11 May 2011 20 May 2011 AGM The AGM will be held on 11 May 2011. The Notice of Meeting, together with details of the business to be conducted at the Meeting is available on www.glanbia.ie/agm The voting results for the 2011 AGM, including proxy votes and votes withheld will be available on our website shortly after the meeting at the following address: www.glanbia.ie/agm Conditions for participating in a meeting Every shareholder, irrespective of how many Glanbia shares they hold has the right to attend, speak, ask questions and vote at the AGM. Completion of proxy form will not affect a shareholder’s right to attend, speak, ask questions and/or vote at the meeting in person. The quorum for a general meeting of the Company is constituted by three persons entitled to vote upon the business of the meeting, each being a shareholder or a proxy or corporate representative for a shareholder. The right to participate in the AGM is subject to the registration of the shares prior to the date of the meeting (the record date). For the 2011 AGM the record date is 5:00 pm on 09 May 2011 (or in the case of an adjournment 5:00 pm, on the day prior to the day before the time fixed for the adjourned meeting). (cid:159) by appointing the Chairman or another person as a proxy to vote on their behalf; or (cid:159) by appointing a proxy via the CREST system. The passing of resolutions at a meeting of the Company, other than special resolutions, requires a simple majority. To be passed, a special resolution requires at least 75% of the votes cast to be in favour of the resolution. Tabling agenda items A shareholder, or a group of shareholders acting together, who hold at least 3% of the issued share capital of the Company, has the right to put an item on the agenda of the AGM. In order to exercise this right, written details of the item to be included on the 2011 AGM agenda together with a written explanation why the item is to be included on the agenda and evidence of the shareholding must be received by the Group Secretary at Glanbia plc, Glanbia House, Kilkenny, Ireland or by email to ir@glanbia.ie /info@glanbia.ie no later than 29 March 2011 (i.e. 42 days before the AGM meeting). An item cannot be included on the AGM agenda unless it is accompanied by the written explanation and received at either of these addresses by this deadline. Tabling draft resolutions A shareholder, or a group of shareholders acting together, who hold at least 3% of the issued share capital of the Company, has the right to table a draft resolution for inclusion on the agenda of the 2011 AGM subject to any contrary provision in company law. In order to exercise this right, the text of the draft resolution and evidence of shareholding must be received by no later than 29 March 2011 (i.e. 42 days before the AGM meeting) by post to the Group Secretary at Glanbia plc, Glanbia House, Kilkenny, Ireland or by email to ir@glanbia.ie /info@glanbia.ie. A resolution cannot be included on the 2011 AGM agenda unless it is received at either of these addresses by this deadline. Furthermore, shareholders are reminded that there are provisions in company law which impose other conditions on the right of shareholders to propose resolutions at the general meeting of a company. 141 GLANBIA PLC ANNUAL REPORT 2010 OTHER INFORMATION How to ask a question before or at the meeting The AGM is an opportunity for shareholders to put a question to the Chairman during the question and answer session. Before the 2011 AGM, a shareholder may also submit a question in writing by sending a letter, and evidence of your shareholding at least four business days before the 2011 AGM (i.e. 5 May 2011) to the Group Secretary, Glanbia plc, Glanbia House, Kilkenny, Ireland or by email to ir@glanbia.ie /info@glanbia.ie. Advisors: Auditors PricewaterhouseCoopers, Ballycar House, Newtown, Waterford, Ireland. Principal bankers The Royal Bank of Scotland N.V., Allied Irish Banks, p.l.c., The Governor & Company of the Bank of Ireland, BNP Paribas S.A., Barclays Bank Ireland plc, Citibank Europe plc, KBC Bank Ireland plc, Danske Bank A/S trading as National Irish Bank, Rabobank Ireland plc, Ulster Bank Ireland Limited. Solicitors Arthur Cox, Earlsfort Centre, Earlsfort Terrace, Dublin 2, Ireland. Pinsent Masons, 3 Colmore Circus, Birmingham B4 6BH, UK. Stockbrokers Davy Stockbrokers, 49 Dawson Street, Dublin 2, Ireland (joint broker). RBS Hoare Govett Limited, 250 Bishopsgate, London EC2M 4AA (joint broker). Additional shareholder information Dividend rights The Company may, by ordinary resolution declare dividends in accordance with the respective rights of shareholders, but no dividend shall exceed the amount recommended by the Directors. The Directors may also declare and pay interim dividends if it appears to them that they are justified by the profits of the Company available for distribution. Distribution on winding up If the Company shall be wound up and the assets available for distribution among shareholders shall be insufficient to repay the whole of the paid up or credited as paid up share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by shareholders in proportion to the capital paid up or credited as paid up at the commencement of the winding up on the shares held by them respectively. Further if, in a winding up, the assets available for distribution among shareholders shall be more than sufficient to repay the whole of the share capital paid up or credited as paid up at the commencement of the winding up, the excess shall be distributed among shareholders in proportion to the capital at the commencement of the winding up paid up or credited as paid up on the said shares held by them respectively. 142 GLANBIA PLC ANNUAL REPORT 2010 Five year trends Summary income statement Revenue Operating profit pre exceptional Operating margin pre exceptional Net financing costs Share of results of Joint Ventures & Associates* Profit before tax pre exceptional Taxation pre exceptional Profit after tax pre exceptional Net exceptional items (post tax) Basic earnings per share Adjusted earnings per share Dividend per share in respect of the full year OTHER INFORMATION 2010 2009 2008 2007 2006 €2,166.7m €1,830.3m €2,232.2m €2,206.6m €1,853.4m €136.5m 6.3% (€22.1m) €10.1m €124.5m (€25.5m) €99.0m €9.7m 36.86c 38.07c 7.52c €111.2m 6.1% (€24.0m) €10.2m €97.4m (€19.1m) €78.3m €34.9m 38.46c 30.68c 6.84c €134.1m 6.0% (€21.1m) €7.3m €120.3m (€21.5m) €98.8m (€19.4m) 26.76c 35.86c 6.51c 2008 €'000 78,399 7,312 19,358 €115.8m 5.2% (€17.3m) €1.0m €99.5m (€16.4m) €83.1m (€22.8m) 20.42c 30.25c 6.08c 2007 €'000 59,833 5,964 22,846 €85.6m 4.6% (€14.0m) €2.8m €74.4m (€8.0m) €66.4m (€0.1m) 22.51c 23.89c 5.79c 2006 €'000 65,964 3,896 134 * Share of results in Joint Ventures & Associates is an after interest and tax amount. Adjusted earnings per share Profit attributable to the equity holders of the Parent Amortisation of intangible assets (net of related tax) Net exceptional items 2010 €'000 108,047 13,222 (9,680) 2009 €'000 112,676 12,126 (34,905) Adjusted net income 111,589 89,897 105,069 88,643 69,994 Weighted average number of ordinary shares in issue 293,105,068 292,985,630 293,018,610 293,012,540 292,958,667 Adjusted earnings per share (cents per share) 38.07 30.68 35.86 30.25 23.89 143 GLANBIA PLC ANNUAL REPORT 2010 Index A Applying the principles of the Combined Code Audit Committee report Available for sale financial assets B Board of Directors and senior management Borrowings Business combinations 48 57 112 44 122 133 C Capital grants Cash and cash equivalents Cash generated from operations Chairman’s introduction to corporate governance Chairman’s statement Commitments Company statement of changes in equity Company statement of comprehensive income and statement of cash flows Company statement of financial position Comparatives Contingent liabilities Critical accounting estimates and judgements 130 115 132 42 12 132 82 83 81 136 131 95 D Dairy Ireland – business model Dairy Ireland – divisional performance Deferred income taxes Derivative financial instruments Directors’ remuneration Dividends E Earnings per share Employee benefit expense Events after the reporting date Exceptional items F Finance income and costs Financial risk management Financial statements contents Five year trends G General information Group Finance Director’s review Group income statement Group Managing Director’s review Group statement of cash flows Group statement of changes in equity Group statement of comprehensive income Group statement of financial position H How we are structured How we did in 2010 21 38 124 130 103 106 105 103 135 102 103 90 73 142 84 22 76 16 80 78 77 79 9 3 INDEX I Income taxes Independent auditors’ report Intangible assets Inventories Investments in associates Investments in joint ventures J Joint Ventures & Associates – divisional performance K Key Performance Indicators (KPIs) N Nomination Committee report Non-controlling interests Notes to the financial statements O Operating expenses Other reserves Other statutory information Our business models Our global footprint Our markets Our performance Our responsibilities Our strategy P Principal subsidiary and associated undertakings Property, plant and equipment Provisions for other liabilities and charges R Related party transactions Remuneration Committee report Retained earnings Retirement benefit obligations Risk management S Segment information Share capital and share premium Shareholders’ information Statement of Directors’ responsibilities Summary of significant accounting policies T Trade and other payables Trade and other receivables 104 74 107 115 110 111 40 5 59 121 84 101 116 54 20 6 11 4 31 10 136 106 129 134 61 121 126 27 96 120 139 71 84 130 113 U US Cheese & Global Nutritionals – business model 20 US Cheese & Global Nutritionals – divisional performance 36 Text paper used: UPM Fine. UPM focuses on reducing the impact on water, air, soil and groundwater. UPM complies with the principles of sustainable forestry wherever it operates. d e s i g n _ w w w . r e d d o g . i e Cautionary statement The 2010 Annual Report contains forward-looking statements. These statements have been made by the Directors in good faith, based on the information available to them up to the time of their approval of this report. Due to the inherent uncertainties, including both economic and business risk factors, underlying such forward- looking information, actual results may differ materially from those expressed or implied by these forward-looking statements. The Directors undertake no obligation to update any forward-looking statements contained in this report, whether as a result of new information, future events, or otherwise. G l a n b i a p l c A n n u a l R e p o r t 2 0 1 0 Glanbia plc, Glanbia House, Kilkenny, Ireland. Tel +353 56 777 2200 Fax +353 56 777 2222 www.glanbia.com 

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