Glanbia plc Annual Report 2013
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Glanbia plc
Glanbia House
Kilkenny
Ireland
Tel: +353 56 777 2200
Fax: +353 56 777 2222
www.glanbia.com
We are a global performance nutrition and
ingredients group with operations in 32
countries world-wide. We have leading market
positions in sports nutrition, cheese, dairy
ingredients, specialty non-dairy ingredients and
vitamin and mineral premixes. Our products are
sold or distributed in over 130 countries. While
Europe and the USA represent our biggest
markets, we are continuing to expand into
the Middle East, Africa, Asia Pacific and Latin
America. We employ 5,200 people globally and
our shares are listed on the Irish and London
Stock Exchanges (symbol: GLB)
Cautionary statement
The 2013 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.
This report is printed on Heaven 42,
an FSC™ Mix paper made from recycled
and managed forest. 51% certified pulp
(FSC / PEFC), 49% FSC - CW certified pulp.
DIRECTORS’ REPORT
STRATEGIC REPORT
2013 results and 2014 outlook
Understanding our business
Where we operate
Key performance indicators
Group Chairman’s statement
Group Managing Director’s review
Group Finance Director’s review
Special Feature: Our strategy for future growth
DETAILED BUSINESS REVIEW
Operations and financial review
Detailed risk report
Corporate social responsibility
GOVERNANCE
2
4
6
8
10
12
16
18
30
38
42
Governance overview
50
Board of Directors and Senior Management 52
Audit Committee report
Nomination Committee report
Remuneration Committee report
Statement of compliance
60
66
70
89
Other statutory information
98
Statement of Directors’ responsibilities
101
FINANcIAL STATEMENTS
Independent Auditors’ report
104
Group financial statements
Company financial statements
Notes to the financial statements
Shareholders’ information
Contacts
108
113
116
177
180
Find out more at www.glanbia.com
2013 RESULTS AND 2014 OUTLOOk
DOUBLE DIGIT
EARNINGS GROWTH
2013 highlights
• Glanbia delivered a good operating and financial performance
in 2013.
• Our wholly owned businesses delivered 10.3% revenue growth
and 10.0% EBITA growth, while margins were unchanged.
• For the Total Group, which includes our share of Joint Ventures
& Associates, revenues increased by 10.5%, EBITA increased
by 9.2% and margins declined by 10 basis points.
• Adjusted earnings per share increased 11.9%.
• Results were underpinned by strong results from Global
Performance Nutrition as over 20% branded revenue growth
drove a 100 basis points margin expansion to 10.8% and an
EBITA increase of 27.9%.
• Global Ingredients delivered a good performance. Revenues
increased by 11.5%, and EBITA increased by 8.1% while margins
declined by 30 basis points to 9.5%.
• Dairy Ireland’s results declined significantly due to margin pressure
within Consumer Products while Joint Ventures & Associates
delivered a positive performance overall.
• Our investment programme continued with total capital
expenditure of €112 million during 2013 together with a bolt-on
acquisition of a leading Scandinavian sports nutrition business in
January 2014.
• Our dividend increased by 10% for the fourth consecutive year.
• All growth figures are in constant currency. A significant portion of our earnings are denominated in US dollar.
The average exchange rate for 2013 was 21=$1.328 (2012: 21=$1.285).
• To better reflect the structure of the Group post the disposal of 60% of Glanbia Ingredients Ireland Limited (GIIL)
in November 2012, a pro-forma adjustment has been made to 2012 results to treat GIIL as if it had been a 40%
owned associate for the full year and all comparisons are with these pro-forma figures.
• Total Group includes Glanbia’s share of Joint Ventures & Associates and demonstrates the full scale of the
Group’s activities.
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Glanbia plc 2013 Annual Report and Accounts
Strategic Report “We are guiding 8% to 10% growth in adjusted earnings
per share for the full year 2014, constant currency.
Our ambition is to continue to deliver a similar organic
growth rate through to 2018, while seeking to sustain
a return on capital employed in excess of 12%.”
Siobhán Talbot, Group Managing Director
REVENUE
EBITA
Change
Constant currency
change
€2.4bn
+7.7% +10.3%
TOTAL GROUP €3.3bn
+8.0%
+10.5%
€187.7m +6.2% +10.0%
TOTAL GROUP €226.7m
+5.6%
+9.2%
F
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EBITA
MARGIN
7.9%
-10bps
no change
TOTAL GROUP 6.9%
-20bps
-10bps
ADJUSTED EARNINGS
PER SHARE
55.46c
+8.0% +11.9%
More information
Operations and financial review page 30
www.glanbia.com
www.glanbia.com
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Strategic ReportGovernanceDetailed Business Review
UNDERSTANDING OUR BUSINESS
OUR STRONG
STRATEGIc FOUNDATIONS
In 2013 we re-focused
our business structure to
four segments. Global
Performance Nutrition and
Global Ingredients are our
primary growth platforms
and represent in excess of
75% of Total Group EBITA.
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Glanbia plc 2013 Annual Report and Accounts
GLOBAL
PERFORMANCE
NUTRITION
GLOBAL
INGREDIENTS
Revenue
EBITA
EBITA margin
Manufacturing facilities
Employees
€655.3m
€70.6m
10.8%
4
941
Business description
Global Performance Nutrition is a
leading business-to-consumer (B2C)
branded sports nutrition business.
Our brand portfolio is comprised of
Optimum Nutrition, BSN, ABB and
Nutramino, each with its own brand
essence and consumer appeal. We
produce the full range of sports
nutrition products including protein,
pre workout, muscle gainers and
general health and we are the market
leader in terms of innovation and new
product development. Our products
are sold through a variety of channels
including specialty retail, internet and
gyms. While the USA, with almost
70% of revenue, represents our
largest market, our products are sold
in over 100 countries worldwide and
we have a direct market presence in
19 countries.
Leading global provider of branded
sports nutrition products
Revenue
EBITA
EBITA margin
Manufacturing facilities
Employees
€1,074.6m
€102.0m
9.5%
10
1,558
Business description
Global Ingredients is comprised of
three distinct but related business-to-
business (B2B) operations. US Cheese
is a large scale manufacturer and
marketer of American-style cheddar
cheese. It operates a total
of four cheese and whey plants, all
located in the highly productive Idaho
agricultural heartland. Ingredient
Technologies formulates and markets
on a global basis a range of dairy and
non-dairy based nutritional ingredients.
It creates a range of ingredient
systems that add value to companies
operating across a range of food and
nutrition sectors. Customised
Solutions blends vitamins, minerals
and other nutrients according to exact
specification for a range of food and
beverage customers. It operates
across the USA, Europe and Asia.
Leading manufacturer of
American-style cheddar cheese
(including our Southwest Cheese
joint venture)
Leading global provider of
whey-based nutritional solutions
Leading global provider of
micro-nutrient premixes
More information
2013 segmental performance page 31
Strategic priorities page 25
More information
2013 segmental performance page 32
Strategic priorities page 25
Strategic Report DAIRY
IRELAND
JOINT
VENTURES &
ASSOCIATES
Revenue
EBITA
EBITA margin
Manufacturing facilities
Employees
€652.2m
€15.1m
2.3%
6
1,251
Business description
Dairy Ireland is comprised of two
businesses, Consumer Products and
Agribusiness. Consumer Products is
a leading supplier of branded
consumer products to the Irish
market. Our product offering focuses
primarily on dairy products and
includes standard and fortified milks,
along with cheese, butter and cream.
Agribusiness is focused on the supply
of inputs to the Irish agri sector
through its network of almost 50 retail
stores across Ireland. We are the
leading purchaser and processor of
grain in Ireland. While a large portion
of our grain is used in the
manufacture of our branded animal
feed, we are also key suppliers to the
beer, spirits and cereals industries.
Revenue
EBITA
EBITA margin
Manufacturing facilities
Employees
€900.5m
€39.0m
4.3%
6
1,452
Business description
Our Joint Ventures & Associates
segment is comprised of the
following: Southwest Cheese, a large
scale manufacturer of cheese and
whey, based in New Mexico, USA;
Glanbia Ingredients Ireland, a leading
Irish dairy processor; Glanbia Cheese,
a leading European mozzarella
producer and Nutricima, a Nigerian
based branded consumer dairy
products business. Each of these
businesses is unique, with a clear
rationale in the context of the overall
Group strategy. Glanbia has a strong
track record with regard to the
successful operation of strategic joint
ventures and we continue to view the
joint venture model as a potential
option for future growth.
20%
33%
31%
Total group revenue
27%
20%
€3.3bn
Total group Ebita
17%
7%
45%
€227m
Number of employees
#1 Irish supplier of farm inputs
#1 Irish dairy processor
28%
18%
#2 selling grocery brand in
Ireland with Avonmore
#1 mozzarella producer in Europe
5,202
24%
30%
More information
2013 segmental performance page 33
More information
2013 segmental performance page 34
www.glanbia.com
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Strategic ReportGovernanceDetailed Business ReviewFinancial Statements
Strategic Report
WHERE WE OPERATE
OUR GLOBAL
FOOTpRINT
Glanbia has a strong global
portfolio of operations, with
an in-market presence in
32 countries serving business
customers and consumers worldwide.
2013 kEY STATistics
Litres of milk processed
Tonnes of cheese produced
6bn
527,000
268,000
130+
Tonnes of dairy-based ingredients manufactured
Countries in which Glanbia products
are sold or distributed
More information
Operations and financial review page 30
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Glanbia plc 2013 Annual Report and Accounts
CANADA
USA
MEXICO
EUROPE
BELGIUM
DENMARK
FRANCE
GERMANY
POLAND
PORTUGAL
SWEDEN
UK
THE NETHERLANDS
NIGERIA
RUSSIA
TURKEY
JORDAN
UAE
INDIA
SOUTH
KOREA
CHINA
JAPAN
THAILAND
PHILIPPINES
MALAYSIA
VIETNAM
SINGAPORE
INDONESIA
SOUTH
AFRICA
AUSTRALIA
BRAZIL
URUGUAY
CANADA
USA
MEXICO
EUROPE
BELGIUM
DENMARK
FRANCE
GERMANY
THE NETHERLANDS
POLAND
PORTUGAL
SWEDEN
UK
NIGERIA
RUSSIA
TURKEY
JORDAN
UAE
INDIA
SOUTH
KOREA
CHINA
JAPAN
THAILAND
PHILIPPINES
MALAYSIA
VIETNAM
SINGAPORE
INDONESIA
SOUTH
AFRICA
AUSTRALIA
BRAZIL
URUGUAY
kEY
Global Performance Nutrition
Manufacturing
Global Ingredients
Innovation
Dairy Ireland
Sales & Technical
Joint Ventures & Associates
Headquarters
www.glanbia.com
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Strategic ReportGovernanceDetailed Business ReviewFinancial Statements
kEY PERFORMANCE INDICATORS
mEASURING OUR
pERFORmANcE
We measure
our long-term
performance
with seven key
performance
indicators (KPIs),
which have been
identified by the Board
as those that are most
relevant to delivering
the Group’s strategy
and objectives.
A clear link exists between four
of the KPIs – total shareholder
return, adjusted earnings per
share, net debt:adjusted
EBITDA and return on capital
employed – and the Annual
Incentive and Long-Term
Incentive Plan (LTIP) elements
of Glanbia’s remuneration
policy. This policy relates to the
remuneration of the Executive
Directors and senior executives
in the Group. This aligns
Glanbia’s remuneration
performance targets with
Group KPIs and strategic
priorities.
TOTAL SHAREHOLDER
RETURN
35.4%
TOTAL GROUP
revenue
€3.3bn
400
350
300
250
200
150
100
50
3.3
3.0
2.8
3.5
3.0
2.5
2.0
1.5
1.0
0.5
EBITA
€227m
250
225
200
175
150
125
100
227
215
182
11
12
13
11
12
13
2011
2012
2013
Glanbia
FTSE 350 Food & Beverage Index
Total shareholder return (TSR)
reflects the value delivered to
shareholders arising from the
ownership of a company’s
shares over a period of time.
It represents the change in the
capital value of the shares plus
dividends paid. Relative TSR,
measured against a defined
set of peers, is a performance
condition of Glanbia’s 2008
LTIP, based on delivery of
stretch performance targets.
Performance
Glanbia’s TSR in 2013 was
35.4% (2012: 80.6%). Three
year TSR, as calculated in
accordance with LTIP, was
240.6%. Both the one year
and three year TSR generated
by the Group represents a
significant outperformance
compared with both peers
and relevant indices.
Total Group revenue includes
wholly owned businesses
and Glanbia’s share of Joint
Ventures & Associates. While
movements in commodity
dairy markets can influence
revenue movements in a
specific year, when viewed
over a period of time, revenue
growth is an indicator of how
Glanbia is succeeding in
developing the Group through
its ongoing investment and
acquisition programme.
Performance
Glanbia delivered a good
performance in 2013, driven
by its two growth platforms,
Global Performance Nutrition
and Global Ingredients. Total
Group revenue was €3.3
billion, up 8.0% on 2012
(10.5% constant currency).
The compound annual growth
rate (CAGR) from 2011 to
2013 in Total Group revenue
was 9.2%.
Total Group EBITA is a
measure of the underlying
profitability of the Group,
including Glanbia’s share of
Joint Ventures & Associates.
EBITA is earnings before
interest, taxation and
amortisation and excludes
exceptional items.
Performance
Total Group EBITA was €226.7
million, up 5.6% on 2012
(9.2% constant currency). This
was driven by a particularly
strong performance from
Global Performance Nutrition,
complemented by good EBITA
growth in Global Ingredients.
In the period from 2011 to
2013, Total Group EBITA
grew 11.7% CAGR.
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Glanbia plc 2013 Annual Report and Accounts
Strategic Report EBITA MARGIN
6.9%
Adjusted earnings
per share
55.46c
Net debt:
adjusted ebitda
1.7 times
Return on
capital employed
14.2%
7.0
6.0
5.0
4.0
3.0
2.0
1.0
7.1
6.9
6.6
70
60
50
40
30
20
10
55.46
51.34
40.34
3.5
3.0
2.5
2.0
1.5
1.0
0.5
2.1
1.7
1.7
14.0
13.0
12.0
11.0
10.0
9.0
8.0
14.1
14.2
12.8
11
12
13
11
12
13
11
12
13
11
12
13
Glanbia has four business
segments with a range of
EBITA margins. Long-term
improvement in Glanbia’s
EBITA margin demonstrates
how the Group’s strategy
to focus on high growth,
higher margin products and
segments is being successfully
implemented. It also illustrates
how the underlying business is
consistently moving up the
value chain to maximise the
potential value of the Group’s
milk pools and ingredient
capabilities.
Performance
Total Group EBITA margin in
2013 was 6.9%, reflecting a
7.9% margin in the wholly
owned businesses, down
10 basis points on 2012 and
4.3% in the Joint Ventures
& Associates, down 30
basis points.
Adjusted earnings per share
(EPS) is calculated as the
net profit attributable to
equity holders of the parent,
before exceptional items and
intangible asset amortisation
(net of related tax), divided by
the weighted average number
of ordinary shares in issue
during the year. It shows the
profitability of the underlying
business and is a measure
of return on equity. Adjusted
EPS is a performance
condition of Glanbia’s Annual
Incentive Plan and 2008 LTIP
based on delivery of stretch
performance targets.
Performance
Adjusted earnings per share
was 55.46 cents, up 8.0%
on 2012. This equates to
11.9% growth on a constant
currency basis, ahead of
market expectations. From
2011 to 2013 adjusted
earnings per share grew
17.3% CAGR. 2013 is the
fourth consecutive year that
Glanbia has generated double
digit constant currency
earnings growth.
Net debt to adjusted EBITDA
is calculated as net debt at
the end of the year, including
cumulative redeemable
preference shares, divided
by adjusted EBITDA.
Adjusted EBITDA (earnings
before interest, taxation,
depreciation and amortisation)
is calculated as EBITDA for the
wholly owned businesses plus
dividends received from Joint
Ventures & Associates. Net
debt to adjusted EBITDA is
a performance condition of
Glanbia’s Annual Incentive Plan
based on delivery of stretch
performance targets.
Performance
The Group achieved a year
end net debt to adjusted
EBITDA leverage ratio of
1.7 times (2012: 1.7 times)
compared to the Group’s
banking covenant of a
maximum of 3.5 times.
Return on capital employed
(ROCE) is Group earnings before
interest and amortisation net of
tax plus Glanbia’s share of
results of Joint Ventures &
Associates after interest and tax
divided by capital employed.
Capital employed is calculated
as the Group’s non-current
assets plus working capital.
ROCE is a measure of how well
the Group utilises its resources
in organic capital investments
and acquisitions. ROCE is a
performance condition of
Glanbia’s 2008 LTIP based
on delivery of stretch
performance targets.
Performance
ROCE improved by 10 basis
points to 14.2% for the year
(2012: 14.1%). The Group
operates to an internal hurdle
rate for investment decisions of
12% post tax, by year three.
Strategic capital expenditure
during the year amounted to
€76.5 million, with total three
year investment of €132 million.
ROCE increased by 140 basis
points from 2011 to 2013.
More information
Remuneration Committee report page 70
www.glanbia.com
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Strategic ReportGovernanceDetailed Business ReviewFinancial Statements
GROUP CHAIRMAN’S STATEMENT
ANOTHER GOOD
YEAR FOR GLANBIA
Liam Herlihy, Group Chairman
Governance highlights
• Externally facilitated Board evaluation completed, with an
overall positive assessment and the Board’s performance
rated as “very good”;
• Seamless transition of the Executive Leadership of the
Group with the appointment of very high calibre individuals
both from within Glanbia through succession planning and
by external recruitment;
• Review of the continued independence and objectivity of
our external Auditors, which was found to be satisfactory;
• Enhanced Remuneration Committee reporting as we
continue to refine and develop our reporting in this area in
line with best practice; and
• Four-day Board visit to the USA enabling the Board to
develop a greater understanding of the business through
meeting employees and experiencing our operations
first hand.
More information
Governance overview page 50
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Glanbia plc 2013 Annual Report and Accounts
Dear Shareholder
It has been another positive year of growth for
Glanbia plc. A strong operating and financial
performance delivered good revenue and profit
increases, driven by the Group’s two primary
growth platforms, Global Performance Nutrition
and Global Ingredients. Glanbia achieved 12%
growth in adjusted earnings per share, on a
constant currency basis: the fourth consecutive
year of double digit earnings growth. Total Group
revenue, including the Group’s share of Joint
Ventures & Associates, was €3.3 billion, up 8.0%
(10.5% constant currency). Total Group EBITA
was €226.7 million, up 5.6% (9.2% constant
currency) and Total Group EBITA margin was
6.9%. A detailed review of our 2013 performance
is in the Operations and Financial Review on
page 30 of this report.
Ongoing capital investment
We continued to invest in the business over the
course of 2013 with total capital expenditure of
€112 million. The key projects undertaken include
investment in a 234 million capacity expansion in
Global Performance Nutrition and within Global
Ingredients a 222 million state-of-the-art specialty
grain processing facility in South Dakota, USA and
an 28 million Cheese Innovation Centre in Idaho,
USA. The return on capital employed achieved by
the Group in 2013 increased by 10 basis points to
14.2%, a good result in the context of the
substantial ongoing capital investment
programme.
Bolt-on acquisitions
In January 2014, in line with the international
growth strategy of Global Performance Nutrition,
we acquired Nutramino, a leading Scandinavian
sports nutrition company which focuses primarily
on branded, ready-to-consume products sold
through gym and convenience channels. With
activities in Denmark, Sweden and Norway,
Nutramino extends Global Performance Nutrition’s
in-market sales presence to 19 countries
worldwide and further consolidates our position
as the global leader in sports nutrition. In March
2013, we acquired a small specialist cheese plant
in Idaho to complement our new US Cheese
Innovation Centre and extend our capability there.
Strategic Report “ We delivered a good set of results in 2013,
refreshed our Board, appointed a new
Executive team and continued with our
organic investment programme.”
Long-term strategic roadmap
This year we took a detailed look at the
Group’s long-term strategic potential, with
the aim of helping the Board to determine
the growth potential within our existing
businesses, including the strength of our
capabilities and assets. In her review,
Siobhán sets out how taking a different lens
to the business has crystallised a priority
set of growth opportunities that will help
Glanbia optimise its portfolio of businesses.
2014 positive outlook
Glanbia now has 5,202 employees
worldwide and it is their continued
dedication that contributes so much to our
ongoing success. My thanks and that of
my Board colleagues goes to all the great
people who work in Glanbia. Overall, the
outlook for the Group for 2014 is positive.
While Global Performance Nutrition is
expected to be the main driver of growth,
we anticipate solid performances across
all business segments. We are guiding 8%
to 10% growth in adjusted earnings per
share on a constant currency basis for
2014. The long-term prospects for the
Group are also positive. We have a unique
portfolio in both the business-to-business
and business-to-consumer arenas that
creates distinctive competitive advantage
for Glanbia and will drive our next phase
of growth.
Liam Herlihy,
Group Chairman
Our thanks to John Moloney
John Moloney retired as Group
Managing Director in 2013, after a
distinguished 26 year career with
Glanbia. He joined the Group in
1987 and became Group Managing
Director in 2001. Under his
stewardship, the profile of Glanbia
has been transformed.
Our international growth has been a
hallmark of John’s tenure. Glanbia
now has a footprint in 32 countries
and generated 76% of our 2013
earnings in the Group’s two key
growth platforms.
Total Shareholder Return (TSR)
has delivered a 14 fold increase over
the period. The sustained strong
performance in the Group’s TSR is
testament to the global business
that was built during John’s
leadership.
We thank John most sincerely
for his very significant contribution
to what Glanbia is today. On
behalf of everyone connected
with Glanbia, we wish John and
his family every success and
happiness in the future.
Board and management changes
Glanbia saw a number of Board and
management changes during the course
of 2013. In November, Siobhán Talbot
became the Group Managing Director
following the retirement of John Moloney.
Siobhán has been with the Group for over
20 years and held the position of Group
Finance Director until May when she was
appointed Group Managing Director
Designate. Mark Garvey, previously
Executive Vice President and Chief
Financial Officer of Sara Lee Corporation,
joined Glanbia as Group Finance Director
and became a member of the Board in
November. In June, Hugh McGuire was
appointed to the Board as an Executive
Director with responsibility for Global
Performance Nutrition, while Brian Phelan
was appointed Chief Executive Officer of
Global Ingredients, having been appointed
to the Board in January 2013.
During the year, Donard Gaynor and
Vincent Gorman joined the Board as
Non-Executive Directors while Billy
Murphy, Robert Prendergast and Brendan
Hayes retired from the Board. Jerry Liston,
also a Non-Executive Director, has
announced his intention to retire at the
Annual General Meeting (AGM) in May
2014. I would like to sincerely thank all
departing members of the Board for their
contribution and commitment to Glanbia
over the course of their tenure. I would like
to welcome our new Board members and
in particular I would like to wish the Group’s
new Executive team every success.
Dividend and AGM
The Board is recommending a final
dividend of 5.97 cents per share, bringing
the total dividend for the year to 10.00
cents per share, representing an increase
of 10.0%. The Group’s AGM will be held
on Tuesday, 13 May 2014, in the Lyrath
Estate Hotel, Old Dublin Road, Kilkenny.
Subject to approval at the AGM, dividends
will be paid on 16 May 2014 to
shareholders on the register of members
as at 4 April 2014. Irish withholding tax will
be deducted at the standard rate where
appropriate.
www.glanbia.com
www.glanbia.com
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Strategic ReportGovernanceDetailed Business ReviewFinancial Statements
GROUP MANAGING DIRECTOR’S REVIEW
OUR NEXT pHASE
OF GROWTH
Siobhán Talbot, Group Managing Director
Siobhán Talbot became Group
Managing Director of Glanbia plc in
November 2013. She is a 20 year
veteran of the Group and was Group
Finance Director until her appointment
as Group Managing Director Designate
in May 2013. Here, Siobhán talks
about why continuing to build on the
Group’s two global growth platforms is
central to achieving the Group’s
ambitious strategic priorities.
Q
What is your main strategic agenda at the start
of your tenure as Group Managing Director?
I have taken over as Group Managing Director at an
exciting time for Glanbia. Our business has been
transformed in the past decade. This has been
through nutritional ingredients and sports nutrition
acquisitions, ongoing organic investment and
development, joint ventures and a series of whole
or part divestments.
This strategic reshaping of Glanbia has significantly
enhanced the profile of our business portfolio and the
quality of our earnings. It has also underpinned our
track record of growth. My goal is to sustain our
growth momentum, primarily focusing on our two
global platforms of performance nutrition and
ingredients. In 2014, we have set a clear strategic
direction for the next phase of sustainable growth and
will continue to build world-class capabilities, in the
areas that are integral to our future success.
What are Glanbia’s strategic priorities in 2014
and beyond?
The completion of our recent strategic review process
with the Board has led to an agreed set of strategic
priorities for the Group and a refreshed business
model, both of which are set out in detail in our special
feature on strategy, starting on page 18 of this report.
I believe that these strategic priorities combined with
current capabilities and assets will enable us to
optimise the potential of Glanbia’s portfolio and
deliver the next exciting phase of growth and
development for the Group.
Q
12
Glanbia plc 2013 Annual Report and Accounts
Strategic Report “ We have deep dairy experience,
a unique span of customer and
consumer insights and first mover
or leadership positions in select
segments and markets.”
Q
How will strategic success by Glanbia be defined
in the next five years?
Together with the Board and my fellow Executive
Directors we have defined our growth ambitions for
the next five years on two levels. We believe that the
Group can achieve annual organic growth of at least
8% to 10% in adjusted earnings per share, on a
constant currency basis while aiming to sustain a
return on capital employed in excess of 12%. Our
ambition stretches beyond this and we will be actively
pursuing opportunities to add further scale to Glanbia
through acquisitions and strategic joint ventures and
alliances, as we seek to deliver higher levels of growth.
Glanbia has two, well established and thriving
platforms in Global Ingredients and Global
Performance Nutrition, business segments which
account for over 75% of our earnings. A fundamental
pillar of our strategy is the continued development of
these two global platforms, both of which have
specific capabilities to address key global consumer
trends in food and nutrition.
Q
What are the opportunities or catalysts for higher
than 8% to 10% earnings growth?
There are specific global trends in nutritional and
ingredients markets that are driving demand and
structural change in consumer needs and, as a
consequence, markets. Our current business portfolio
is uniquely positioned at the centre of these trends,
which are set out in some detail on page 20
of this report. As a result, there is a robust market
backdrop to support growth in our sector.
I believe that we have a range of opportunities to build
on the organic potential of the Group by adding
further scale to both our global platforms. We currently
have €250 million debt capacity and we could also
seek to increase this by way of additional equity for
the right strategic project, something, I believe, the
Board and the Group’s largest shareholder, Glanbia
Co-operative Society, would support.
Q
What are the opportunities for growth within
Global Ingredients?
Global Ingredients spans dairy and non-dairy
ingredients in business-to-business markets. In its
widest sense our ingredients activity covers both our
wholly owned Global Ingredients business segment
and three of our four key Joint Ventures & Associates.
This combination underpins our leadership position in
American-style cheddar cheese in the USA and has
facilitated the expansion of our ingredients and
performance nutrition product portfolio, through
innovation in whey and dairy protein.
Our global ingredients capabilities play into clear
positive global growth trends, trends which range from
an increasing recognition of the importance of reliable,
sustainable, high quality mainstream food supply to
the increasing demand for the delivery of specialised
nutrition addressing specific health needs.
Our focus for organic growth in dairy is the
maximisation of the value of our existing ingredients
and raw materials though capital investment, product
development and innovation. In our non-dairy
operations we believe that we can drive both volume
and value growth in areas such as specialty grains,
premix solutions and the development of innovative
food and nutrition systems. A recent example of a
non-dairy system is the award winning Optisol 3000,
which is an egg replacement for the bakery sector that
combines whey protein and flax.
Beyond our organic growth aspirations we will seek to
sustain and develop our leadership position in US
Cheese, more than likely through a strategic joint
venture or alliance, a model that has been successful
for Glanbia. We are actively pursuing opportunities
and I expect that, over the next five-year planning
cycle, we will be successful in achieving this. Glanbia
has a strong track record of delivery not just in
running, but also in building and commissioning, on
time and on budget, large scale dairy processing
facilities. We also have established commercial and
innovation capability making us an attractive and
compelling partner in the dairy industry.
More information
Our strategy for future growth page 18
www.glanbia.com
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Strategic ReportGovernanceDetailed Business ReviewFinancial Statements
GROUP MANAGING DIRECTOR’S REVIEW
Q
What are the growth ambitions for Global
Performance Nutrition?
We are very positive in relation to the opportunity to
continue to grow our Global Performance Nutrition
(GPN) business, currently the largest global sports
nutrition consumer brand family. GPN has the top
sports nutrition brands in the USA, is in the top 3 in
some 20 countries worldwide and is now a market
leader in Scandinavia through the acquisition of
Nutramino in 2014. We are ambitious for GPN
and aspire to double the size of the business from
where it is today.
GPN has a very clear mission to be the first choice of
athletes and fitness enthusiasts everywhere, to help
them achieve their goals through the highest quality,
most innovative nutrition products.To support both
GPN’s ambition and mission, we will continue to invest
in the business. This will include organic projects
and acquisitions in both the USA and targeted
high-potential international markets, growing
infrastructure and facilities as well as people capabilities
in marketing, sales, supply chain and innovation.
Q
With such a focus on global platforms, where
does Dairy Ireland fit within the Group’s portfolio?
Dairy Ireland and Glanbia Ingredients Ireland Limited
(GIIL), our Irish dairy processing associate, are important
elements of our portfolio. Dairy Ireland is undoubtedly
experiencing a challenging environment currently,
particularly in Consumer Products. We expect some
improvement in performance in 2014, primarily reflecting
the benefits of the rationalisation measures taken in
recent months.
Overall, I believe that we are doing the right things to
underpin the long term sustainability of our Dairy Ireland
businesses through an ongoing focus on cost, efficiency
and investment in select growth opportunities. These
include our 2014 investment in an Ultra-Heat-Treated
(UHT) milk facility in Consumer Products, the output of
which is targeted towards emerging markets, particularly
in Asia, and an oatmeal milling facility in Agribusiness,
providing high quality Irish oats for a branded consumer
product owned by Sturm Foods in the USA.
For GIIL the €150 million investment in the new dairy
processing facility in Ireland is progressing well and is
expected to commence commissioning in late 2014.
Q
What, in your view, are the current strengths
Glanbia has in capabilities and assets?
There are a number of areas in which I believe Glanbia
has world-class demonstrable capabilities and assets.
In terms of management capabilities we have a
proven track record in delivering on our priorities as
evidenced by our financial and operating performance.
In terms of our operational capabilities, we have
three distinct strengths: operational excellence, new
product development and innovation, and customer
relationships.
Operational excellence has always been a hallmark
of Glanbia. We focus on high quality production and
operational activities and strive to be an extremely
efficient converter of raw materials into finished
products for our customers. This is a philosophy that
we will continue to embed as we increasingly adopt
the ‘Glanbia Performance System’ across our
operations.
Secondly, we have strong capability in new product
development and innovation, including a catalogue of
existing intellectual property. In Global Ingredients this
ability to innovate in response to emerging consumer
trends has enabled us to move up the ingredients
value chain through close collaboration with our
customers. In GPN, innovation has ensured that we
continue to respond to consumer requirements so
that our brands retain category leadership.
Thirdly, we strongly value our relationships with our
customers. In our Global Ingredients business we
seek to position ourselves as a responsive partner
of choice while in GPN we have built strong
connections with key customers and consumers
that have enabled this business to profitably
outpace market growth rates.
Finally, as an organisation our core assets are reflected
in our scale and brands. We have scale market
leadership positions, scale processing facilities and
access to large scale milk pools. We also have four
iconic brands to date in our sports nutrition brand
family and on the B2B side the Glanbia brand for
quality, sustainability and customer collaboration.
14
Glanbia plc 2013 Annual Report and Accounts
Strategic Report “ The challenge is to execute the next
phase of sustainable growth and
continue to build an organisation with
world-class capabilities in the areas that
are integral to our future success.”
Q
Q
How will the market backdrop of the next five years
potentially impact delivery of your strategic plans?
A detailed review of the market backdrop is part of our
strategic planning process, where we review, amongst
other issues, dairy market trends and outlook, forecasts
for the global economy and exchange rates. For our
five year planning cycle we keep these overall macro
assumptions constant, based on year one. While
there will inevitably be annual variations within a five
year time frame, this methodology allows us to take a
long term approach to strategy, which is focused on
the controllable drivers of growth across our portfolio.
What are your personal priorities for the business
in 2014 and beyond?
My overriding personal priority is to ensure the delivery
of our strategic objectives and growth plans. I would
also like one of the hallmarks of my new role to be a
renewed energy and focus on our employee
engagement and development. My first steps are a
planned Group-wide tour to meet as many employees
as possible, to communicate our refreshed strategy
and get buy-in and understanding for it through the
roadshow. I believe Glanbia’s success is built on the
talent of our people who are innovative and pioneering,
whether it is about improving performance,
collaborating with customers or building new
markets. I would like to thank all our employees and
look forward to their continued support.
Siobhán Talbot,
Group Managing Director
SUPPORTING OUR STRATEGY
Special feature
Our capabilities from primary processing to
branded consumer products provide unique
customer and market insights. This enables
us to be truly responsive to market trends and
opportunities, providing innovative solutions for
both our customers and ultimate consumers. In
this report we have included a special feature
introducing our strategy for future growth.
More information
Our strategy for future growth page 18
Our responsibilities
Glanbia’s approach to corporate responsibility
is focused in three areas – our employees, our
operations and our local communities.
More information
Corporate social responsibility page 42
Risk management
The Group has a clear risk governance
framework and a structured approach to risk
management. We set out the most significant
risks that could materially impact our operating
and financial performance, strategy and
prospects along with our mitigating actions.
More information
Detailed risk report page 38
Key performance indicators
We measure our long-term performance and
progress of our strategic objectives through
seven financial key performance indicators (KPIs).
More information
Key performance indicators page 8
www.glanbia.com
15
Strategic ReportGovernanceDetailed Business ReviewFinancial StatementsglObal momentumIntroducing our strategy for future growthThe focus of our strategy and strategic priorities is our two complementary growth platforms. Combined these businesses create distinctive competitive advantages for Glanbia, through deep dairy expertise, unique span of market insights and first mover or leadership positions in key market segments. special featureThis special feature is an update on our markets and growth opportunities, value chain, strategy and business model.
STRATEGIC REPORT
GROUP FINANCE DIRECTOR’S REVIEW
A STRONG TOp AND
BOTTOm LINE pERFORmANcE
This has been another good year for Glanbia
enabling us to deliver a strong top and bottom line
performance and continue our track record of
earnings growth and top quartile total shareholder
returns. Adjusted earnings per share grew 11.9%
constant currency, which was ahead of our
guidance and represents the fourth successive
year of double digit earnings growth.
In particular our two growth platforms, Global
Performance Nutrition and Global Ingredients,
performed well. Global Performance Nutrition
grew branded product sales in excess of 20%
and this drove strong EBITA growth for this
business of 27.9%, constant currency, for the full
year, together with a 100 basis points increase in
margins. Revenue in our Global Ingredients
business grew 11.5% and EBITA increased by
8.1%, constant currency, while margins reduced
30 basis points to 9.5%. Global Performance
Nutrition and Global Ingredients now represent
over 75% of Total Group EBITA and over 90% of
EBITA from wholly owned businesses.
Strong financial position
The Group’s financial position remains strong. Net
debt at year end was in line with the prior year at
€374.4 million and we remained well within our
debt covenants. Net debt to adjusted EBITDA at
year end was 1.7 times and interest cover was
7.8 times. With the exception of €39.1 million of
preference shares due to mature in July 2014, the
Group’s remaining debt matures in 2018 (€466.6
million) and 2021 (€238.4 million).
Focus on working capital
A specific area we plan to focus on is working
capital. In 2013 our working capital increased by
€40 million and amounted to some €226 million at
year end. We see opportunities to improve our
working capital performance in the coming years
and have already commenced a review of our
working capital management processes across
the Group.
Investing for growth
During 2013, we continued with our annual
organic capital investment programme, with €112
million capital expenditure across the Group. Our
2014 plans include capital expenditure in the
region of €120 million, of which approximately €80
million will be spent on strategic capital projects.
Mark Garvey, Group Finance Director
key financial highlights:
• Revenue growth from wholly owned segments
of 10.3% (constant currency);
• EBITA margin of 7.9% for wholly owned segments;
• Adjusted EPS growth of 11.9% (constant currency),
ahead of market guidance;
• Return on capital employed of 14.2% compared
to 14.1% in 2012;
• Free cash flow of €88 million;
• €77 million spent on strategic capital expenditure;
• Year end net debt of €374 million and net debt
to adjusted EBITDA of 1.7 times, in line with 2012; and
• Total shareholder return of 35.4% outperforming key
relevant stock market indices.
More information
Financial review page 35
16
Glanbia plc 2013 Annual Report and Accounts
Strategic Report “ The Group’s financial position remains
strong with a 35% increase in free cash
flow and net debt ratios well within our
banking covenants.”
D
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In January 2014, we purchased
Nutramino, a Scandinavian sports nutrition
business, as we continue to expand our
Global Performance Nutrition segment
internationally. Additionally, we have debt
capacity of approximately €250 million
available to fund acquisition activity when
the right opportunity arises.
Delivering returns to shareholders
2013 was another strong year for our
shareholders. Total shareholder return
(TSR) for the year was 35.4% following a
TSR for 2012 of 80.6%. Glanbia’s share
price at its financial year end increased
from €8.24 to €11.05. The share price
outperformed the FTSE 350 Food and
Beverage Index by 18.3%.
Positive Group outlook
Overall, the outlook for the Group for 2014
is positive. We expect Global Performance
Nutrition to deliver a good performance for
the year. Continued growth is built on
brand strength, ongoing investment in
capacity and capabilities, together with
a clear focus on specialty and internet
sub-segments and further international
growth.
In Global Ingredients tight milk supply in
Idaho is leading to increased competition,
the impact of which is expected to be
higher milk costs and some year-on-year
volume declines in both US Cheese and
Ingredient Technologies. While the
situation continues to evolve, we are
managing the overall impact with our
suppliers and customers and, combined
with a good performance in Customised
Solutions, we expect Global Ingredients to
deliver a positive performance for the year.
We expect some improvement in
performance in Dairy Ireland in 2014,
against the backdrop of an exceptionally
difficult 2013. Joint Ventures & Associates
are expected to perform broadly in line
with 2013. Overall we are guiding 8% to
10% growth in adjusted earnings per share
for the year, on a constant currency basis.
In 2014, the principal risks affecting the
Group’s performance are:
INVESTOR RELATIONS
• Milk availability in our US Cheese
business and the potential impact on
cheese and commodity whey volumes
and milk costs;
• The ongoing challenges in Consumer
Products in terms of milk input costs
and the continued difficult Irish retail
environment; and
• The effective execution of our growth
strategy within Global Ingredients and
Global Performance Nutrition.
The Group’s principal risks and
uncertainties are outlined in the detailed
risk report on page 38.
Clear financial strategy
As Group Finance Director, I am focused
on supporting our strategic priorities while
maintaining a healthy balance sheet and a
strong control environment. Our finance
strategy is designed to facilitate a robust
organic and acquisition investment
programme to support growth. In the long
term we will be driving to achieve 8% to
10% constant currency growth in earnings
per share each year while sustaining a
return on capital employed over 12%. In
addition, we will use debt and equity as
needed to fund strategic investments,
mindful of keeping an overall leverage ratio
at less than 3.0 times net debt to adjusted
EBITDA which is in line with an investment
grade credit rating. We have exciting years
ahead of us in 2014 and beyond and I am
very happy to have joined the Glanbia
Executive team for the journey.
We are very committed to an open
and transparent dialogue with our
shareholders and we had a
successful year from an investor
relations perspective. The placing
of 17.6 million ordinary shares by
Glanbia Co-operative Society
Limited at the end of 2012
combined with the distribution of a
further 20.6 million shares to Society
members in March 2013 brought
about significant change in our
share register and created new
capital market interest in Glanbia. In
this context we participated in over
150 investor meetings and investor
conferences in 2013 in Ireland, the
UK, mainland Europe and North
America. In addition we held a
capital markets day at the London
Stock Exchange in May 2013 with
the focus on our two global growth
platforms. There was also progress
in expanding our research coverage
in 2013 with the addition of three
new analysts bringing the total to
seven stockbrokers.
Investor relations app
Our investor relations app will allow
you to keep up to date with the
latest share price information and
news and also provides access
to financial reports, presentations
and multi-media, both online
and offline.
Available for iPad, iPhone and
Android devices.
Mark Garvey
Group Finance Director
www.glanbia.com
17
Strategic ReportGovernanceFinancial Statements
special feature
This special feature is an
update on our markets
and growth opportunities,
value chain, strategy
and business model.
The focus of our strategy and
strategic priorities is our two
complementary growth platforms,
Global Performance Nutrition and
Global Ingredients. Combined
these businesses create distinctive
competitive advantages for Glanbia,
through deep dairy expertise, unique
span of market insights and first
mover or leadership positions in
key market segments.
18
Glanbia plc 2013 Annual Report and Accounts
glObal
momentum
Introducing our strategy for future growth
www.glanbia.com
19
OUR MARkETS
GLOBAL GROWTH
OppORTUNITIES
It is a decade since we identified the emergence of wholesale
changes in consumer attitudes to food and nutrition, moving
from diet as basic sustenance to nutrition as the fuel to improve
performance, health and lifestyle.
Growing global urban
middle class adopting
and adapting western
lifestyles and diets
Food quality,
ingredient authenticity
and traceability
concerns
Advancements
in Nutrition
science and
food technology
Macro
trends
Rising
healthcare
costs in ageing
societies
Growing global
population and
increasing concerns
regarding security
of food supply
Increased
frequency
& intensity of
exercise in modern
urban lifestyles
Changing consumer attitudes to nutrition have been further strengthened
by supportive global demographic and macro economic trends.
Together, these continue to provide a strong and compelling market
context for our growth opportunities in nutrition.
“ There is a robust market backdrop to support
growth in our sector and I believe that with our
capabilities and assets we have a range of
opportunities to build on this potential.”
Siobhán Talbot, Group Managing Director
20
Glanbia plc 2013 Annual Report and Accounts
Strategic Report Consumer trends in nutrition
OUR opportunities
Growth of multiple nutrition segments
Addressing specific consumer needs according to
differences in life-stage, gender, performance demands,
health issues, regional diets and regulatory frameworks.
B2C
Increasing demand for higher nutrient density
in mainstream diets
Improving processed food and beverages to include
more nutritious ingredients and new formats to fuel
everyday performance.
Increasing understanding of synergistic benefits
of exercise and diet
Optimising performance and well-being by tailoring
nutrition to specific activities and better sequencing
of exercise and nutrition.
Increasing demand for supplements
and natural prevention
Using nutrition to improve underlying health
and performance reducing the requirement for
medical interventions.
Growing prevalence of snack-based
meal replacement
Driving broader range of food and beverage formats
for convenient and on-the-go consumption.
Demand for ingredient authenticity and traceability
Providing assurance to address multiple consumer
concerns as to the source, quality and treatment of food
ingredients across broad and varied diets.
GLOBAL pERFORmANcE
NUTRITION
Global Performance Nutrition is harnessing the
global growth in household penetration of the
performance nutrition category through our
brand strength, breadth of product range and
format, and global presence.
As the consumer base expands, across both
sport and lifestyle users, we are trusted leaders in
the specialty retail and online channels where
new consumers are engaging with the category.
Glanbia’s latest innovations, incorporating the
best in nutrition science and format delivery,
continues to address a more granular set of
consumer segments as user need states are
becoming better understood within the sports
nutrition category.
B2B
GLOBAL INGREDIENTS
Global Ingredients is ideally positioned to work
with our customers to address this growing
consumer demand for higher nutrient density
and cleaner labels in food ingredients and
formulations.
Our broad portfolio of nutritional ingredients and
technologies enables customers incorporate
our solutions into multiple nutrition categories,
channels and formats, with the versatility to
adapt to regional preferences in taste and
texture of food delivery globally.
www.glanbia.com
21
Strategic ReportGovernanceDetailed Business ReviewFinancial Statements
OUR VALUE CHAIN
UNIqUE pORTFOLIO
& cApABILITIES
B2C
cONSUmER
BRANDS
We add value to our portfolio
by moving up the value chain
from base ingredients to
consumer brands.
Glanbia has a unique portfolio of products,
capabilities and brands. Our B2B activities
comprise large scale, low cost dairy
processing as well as expert capabilities
in proprietary technologies in dairy and
non-dairy ingredient solutions and
systems. Our B2C activities leverage
our expertise in dairy protein as a
cornerstone of our global sports
nutrition brand family, where we have
four brands marketing 80 products in
all key performance nutrition categories.
B2B
SOLUTIONS
& SYSTEmS
“Adding value through customer-focused
innovation and collaboration is central to
our philosophy. It ensures that we can
influence and drive market trends rather
than simply respond to them.”
Brian Phelan, CEO, Global Ingredients
SpEcIALTY
INGREDIENTS
BASE
INGREDIENTS
22
Glanbia plc 2013 Annual Report and Accounts
Strategic Report Our brands
• Optimum Nutrition
• BSN
• ABB
• Nutramino
Our four performance nutrition brands
include products in protein, energy,
performance and recovery together with
general health such as multi-vitamins and
supplements. Whey is a key component
of protein-based performance nutrition
and underpins the protein product
architecture within our global sports
nutrition brand family.
In Glanbia we combine ingredients to
form ‘systems’ which deliver specific
nutritional and functional benefits to our
customers. We have the capability to
produce full ‘turn-key’ solutions for
customers in the sports nutrition,
beverage, breakfast cereal, infant formula,
supplement and nutrition bar segments.
Our Products
• Dairy-based protein systems
• Vitamin & mineral premix solutions
• Specialty grain systems
• Aseptic beverages
F
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Glanbia has pioneered the development
of technologies and processes for the
application of whey, a valuable source
of protein. Today the Group is a leading
global manufacturer, marketer and user
of whey protein fractions and isolates.
We have complemented our dairy
specialty ingredients portfolio with
non-dairy protein and other ingredients.
• Whey Protein Isolate
• Whey Protein Concentrate
• Milk Protein Isolate
• Milk Protein Concentrate
• Specialty milk minerals and proteins
(calcium and lactoferrin)
• Specialty grains milling (flax and chia)
Our US Cheese and three of our four
Joint Venture & Associate businesses
have access to large sustainable milk
pools in the USA, the UK and Ireland.
This give us supply chain visibility, which
is a key global customer and consumer
differentiator. It also give us access to large
captive whey volumes, making our broad
range of high-quality base ingredients a
critical asset for Glanbia.
• Cheese
• Whey Protein Concentrate
• Lactose
• Other dairy ingredients (milk powders,
casein, butter)
More information
Segmental strategic priorities page 25
www.glanbia.com
23
Strategic ReportGovernanceDetailed Business Review
OUR STRATEGY
NEW STRATEGIc
mOmENTUm
We have undertaken a broad
and in-depth review of our
long-term strategy to
understand the growth
potential within our existing
businesses and to rigorously
evaluate the strength of our
capabilities and assets.
This has enabled us to refine our strategy,
set strategic ambitions and prioritise our
capital allocation to optimise the
value of our existing portfolio and bring
new momentum to Glanbia’s global
growth potential.
“ We now have a different lens
on the business and our portfolio,
recognising also that we have a
wider set of growth opportunities
and greater financial flexibility.”
Mark Garvey, Group Finance Director
24
Glanbia plc 2013 Annual Report and Accounts
Our vision
Our vision is to be the leading global performance
nutrition and ingredients group.
STRATEGIC OBJECTIVES
Our strategic objective is to maximise total returns to
shareholders. We will also maintain a strong position on key
sustainability issues including food safety and quality, the
environment, regulation and nutritional innovation.
group STRATEGIC priorities
1
SUSTAIN CURRENT AND DRIVE
FURTHER MARkET LEADERSHIP
POSITIONS WITHIN BOTH B2B AND
B2C GLOBAL GROWTH PLATFORMS
2
DELIVER STRATEGIC CAPITAL
INVESTMENT PROGRAMME
3
4
ACQUIRE OR PARTNER WITH
COMPLEMENTARY BUSINESSES TO
SCALE OUR CURRENT PORTFOLIO
DEVELOP TALENT, CULTURE AND
VALUES, IN LINE WITH OUR
GROWING GLOBAL SCALE
Strategic Report S
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segmental strategic priorities
2014 to 2018 organic strategic targets
B2C
GLOBAL pERFORmANcE
NUTRITION
Become the first truly global performance nutrition
company with a relentless focus on consumer insights
to retain and drive category leadership to:
• Grow in US specialty and internet channels;
• Focus on high-growth emerging markets and
continue with rapid international expansion;
• Venture into new markets, channels and consumer
segments; and
• Enhance capabilities in marketing, sales,
supply chain and product innovation to grow
our business further.
B2B
GLOBAL INGREDIENTS
Harness the benefits of our deep dairy expertise
and unique span of market and customer insights
to become a truly global ingredients business to:
• Sustain our leading American-style cheddar
cheese position;
• Leverage our whey expertise and add to our
portfolio of protein ingredients and systems;
• Strengthen our global relevance in premix
solutions; and
• Scale positions in other dairy and
non-dairy ingredients.
bottom line growth
8% to 10%
Adjusted organic earnings per share growth,
constant currency.
Return on capital employed
12%+
Our 2014 to 2018 strategic targets are to achieve
annual organic growth of at least 8% to 10%
in adjusted earnings per share, on a constant
currency basis, while sustaining a return on
capital employed in excess of 12%.
Our ambition stretches beyond this and we will be
actively pursuing opportunities to add further scale
to Glanbia through acquisitions and strategic joint
ventures and alliances, as we seek to deliver higher
levels of growth.
We monitor trends in our long-term progress by
measuring growth or improvement in our seven
financial key performance indicators (KPIs):
• Total shareholder return
• Total Group revenue
• EBITA
• EBITA margin
• Adjusted earnings per share
• Net debt: adjusted EBITDA
• Return on capital employed
More information
Three year KPI performance page 8
www.glanbia.com
www.glanbia.com
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GovernanceDetailed Business ReviewFinancial Statements
OUR BUSINESS MODEL
cLEAR BUSINESS
mODEL
Today, Glanbia has well-established and strong strategic foundations.
In order to achieve our 2018 strategic ambitions, we need to ensure we
continue to develop a clearly defined set of world-class capabilities and assets.
Strong
customer
relationships
Global
organisation
Science-backed
innovation
portfolio
management
Portfolio
optimisation
Operational
excellence
Brand
power
SCALE TO
LEADERSHIP
Our business model
Our business model is based on
optimising the value of our portfolio of
businesses which includes four business
segments spanning the B2B and B2C
arenas. As a global business, with
operations in 32 countries, it is important
that throughout Glanbia we share a
common set of capabilities. As part of
strategy development, we identified critical
management and operating capabilities
and proprietary assets which will enable
us to deliver results across the business.
Corporate role
The Corporate role is to set the overall
strategic direction of the Glanbia
organisation. In conjunction with the
Board, the Group Operating Executive
allocates resources across the business
portfolio, based on the highest growth
opportunities. The objective is to maximise
shareholder returns. The focus is to
achieve targeted, bottom line earnings
growth, within requisite returns on capital.
Business segment role
The role of our business segments is to
deliver results at the frontline of operations
based on a clear strategic roadmap and
business plans. This is achieved in a
number of ways including collaborative
innovation with customers, new product
and ingredients innovation, developing
new regions and adjacent market
segments and building brand equity –
both with consumers in our B2C
segment and with global customers
in our B2B businesses.
26
Glanbia plc 2013 Annual Report and Accounts
Strategic Report
“ Loyalty to our brands is based on our uncompromising
commitment to the highest quality ingredients and to
consumer-driven product innovation.”
Hugh McGuire, CEO, Global Performance Nutrition
Understanding our business model
Global organisation
Excellence in human resources and talent
management is key to the Group’s ongoing success.
It is also important across a global business that
Glanbia shares an organisational culture and set of
values, particularly so in a growing diverse business.
This is an area of particular focus from 2014 to 2018
in our business model.
Portfolio management
A cornerstone of portfolio optimisation is the ability
to manage a portfolio of businesses and optimise
available growth opportunities. Glanbia has
demonstrated a strong track record of efficient capital
allocation and portfolio management over several
years. Our ability to use a variety of structures, including
the joint venture model, has been key to this success.
In the context of continued strong growth opportunities
across the business, these capabilities will be critical
to the delivery of sustainable long term growth.
Brand power
Integral to the strength of Global Performance Nutrition
(GPN) is consumer ‘brand power’ giving this business
global category leadership. GPN has an unrivalled
branded product offering, from pre-workout products
to proteins, ready-to-drink formats (RTDs) to powders,
proven products to category changing innovation.
There is also an opportunity to channel the commercial
value of the Glanbia brand in the B2B arena, clearly
establishing with key customers what the Glanbia
brand stands for in terms of quality, innovation and
sustainability. In particular, Glanbia has access to large
milk pools, with supply chain visibility. This provides a
‘natural, good for you’ dairy ingredients base as well as
assurance around food quality and safety.
Scale to leadership
Glanbia has leading market positions in sports
nutrition, cheese, dairy ingredients, specialty non-dairy
ingredients and vitamin and mineral premixes. This
leadership is underpinned by strong brands, enduring
customer relationships, proprietary technologies, first
mover advantages and an effective organisation.
Glanbia is highly focused on maximising its current
leadership positions and driving on to leadership in
select other markets. This will be achieved, at a
market-by-market level, through a combination
of rigorous business focus and strategic investment
in organic growth and capabilities, complemented
by appropriate acquisitions & joint ventures and
strategic alliances.
Operational excellence
Operational excellence is a long standing core
capability in Glanbia. It is focused on achieving
high-quality products to meet customer food safety
and quality standards. It is also central to running large
scale, low cost facilities in a way that ensures
regulatory compliance and good environmental
stewardship.
Science-backed innovation
Glanbia has three innovation centres, including
its global innovation centre in Ireland. The focus
of the Group’s innovation agenda is customer or
consumer led, science-backed innovation.
This enables Glanbia to move up the ingredients
value chain and deliver well researched patented
or branded products within our portfolio.
Strong customer relationships
Customer and consumer insights are key to
maintaining and growing our strong and enduring
relationships with key customers. In our B2B segment
there is an opportunity to harness the potential of
these business relationships further. In our B2C
segment consumer insights are integral to delivering
strong branded revenue growth and maintaining our
top position as the global sports nutrition brand family.
More information
Understanding our business page 4
www.glanbia.com
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Strategic ReportGovernanceDetailed Business ReviewFinancial Statements
OPERATIONAL
EXCELLENCE
ACHIEVING WORLD-CLASS PRODUCTION AND OPERATIONS
John Mutchler
US Cheese
Glanbia Performance
System (GPS)
In Glanbia, building operational
excellence is creating a strategic
advantage for our businesses.
By leveraging GPS all employees
can focus on reducing losses
and inefficiencies. GPS is an
internally designed work system
built from globally recognised
best practices in Lean and TPM.
In applying these simple and
effective processes, Glanbia
employees can increase the
relevance of what they do in
value for our customers.
“ Achieving breakthrough
results by unlocking the
full capability of our people
is the key to creating a
centre of operational
excellence in Glanbia.
The Glanbia Performance
System is the way we will
unlock that capability.”
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Glanbia plc 2013 Annual Report and Accounts
Glanbia plc 2013 Annual Report and Accounts
OPERATIONAL
EXCELLENCE
ACHIEVING WORLD-CLASS PRODUCTION AND OPERATIONS
DIRECTORs’ REPORT
DETAILED BUSINESS REVIEW
Operations and financial review
Detailed risk report
Corporate social responsibility
30
38
42
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29
OPERATIONS AND fINANCIAL REVIEW
GOOd REsuLTs
ANd POsITIvE OuTLOOk
The Group delivered a good
performance in 2013
underpinned by our two
growth platforms, Global
Performance Nutrition and
Global Ingredients.
Overall, the outlook for the Group
for 2014 is positive. While Global
Performance Nutrition is expected to
continue to be the main driver of growth,
we expect solid performances across all
segments. On this basis, we are guiding
8% to 10% growth in adjusted earnings
per share on a constant currency basis
for 2014.
2013 performance
Total Group revenue increased 8.0%
(10.5% constant currency) to €3,282.6
million (2012: €3,038.1 million). This
reflected positive revenue growth across
all four segments. Global Performance
Nutrition revenue was strong, driven
almost entirely by volumes, while Global
Ingredients and Joint Ventures &
Associates revenue growth was also
positive, reflecting a combination of market
price increases and volume growth.
Total Group EBITA increased 5.6% (9.2%
constant currency) to €226.7 million (2012:
€214.6 million). This resulted in a modest
margin decline in the period of 20 basis
points (10 basis points constant currency).
With EBITA growth of 23.2% (27.9%
constant currency), Global Performance
Nutrition was the key driver of overall
Group performance while Global
Ingredients and Joint Ventures &
Associates also performed well.
Dairy Ireland saw a significant decline
in EBITA of 29.1% reflecting challenges
in the Consumer Products Business Unit.
Revenue
€m
Global Performance Nutrition
Global Ingredients
Dairy Ireland
Total wholly owned businesses
Joint Ventures & Associates
2013
Change
655.3
+11.8%
1,074.6
652.2
2,382.1
900.5
+8.0%
+3.4%
+7.7%
+9.0%
Constant
currency
change
+15.7%
+11.5%
+3.4%
+10.3%
+11.2%
Total Group
3,282.6
+8.0%
+10.5%
EBITA
€m
Global Performance Nutrition
Global Ingredients
Dairy Ireland
Total wholly owned businesses
Joint Ventures & Associates
Total Group
EBITA Margin
2013
Change
€70.6
+23.2%
€102.0
€15.1
€187.7
€39.0
€226.7
+4.0%
-29.1%
+6.2%
+2.9%
+5.6%
2013
Change
Constant
currency
change
+27.9%
+8.1%
-29.1%
+10.0%
+5.3%
+9.2%
Constant
currency
change
Global Performance Nutrition
10.8% +100bps
+100bps
Global Ingredients
Dairy Ireland
Total wholly owned businesses
Joint Ventures & Associates
Total Group
9.5%
2.3%
7.9%
4.3%
6.9%
-40bps
-30bps
-110bps
-110bps
-10bps
no change
-30bps
-20bps
-30bps
-10bps
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Glanbia plc 2013 Annual Report and Accounts
DETAILED BUSINESS REVIEW
GLOBAL PERfORmANCE NUTRITION
Revenue
EBITA
EBITA margin
2013
2655.3m
270.6m
10.8%
Change
+11.8%
+23.2%
+100bps
Constant currency
change
+15.7%
+27.9%
+100bps
2013 results
Global Performance Nutrition delivered a
strong performance in 2013. Revenues
increased 11.8% (15.7% constant
currency) to €655.3 million driven almost
entirely by volume growth as prices were
largely unchanged in the period. Branded
revenue growth was in excess of 20%.
EBITA increased 23.2% (27.9% constant
currency) during 2013 while margins
increased 100 basis points to 10.8%.
The increase in margin reflects a
combination of improved revenue mix and
somewhat lower input costs while we
continued to invest in people and
infrastructure to support future growth of
the business.
Global Performance Nutrition continued to
outpace the overall market growth during
2013 and we further increased our share
within the USA. This performance was in
the face of significant competition and
reflects the strong appeal of our brands,
our track record of delivering new and
innovative products and our continued
investment in building the business. We
also benefited from our focus on the
specialty and internet sports nutrition
sub-segments which remain the largest
and among the fastest growing segments
in the market.
International revenues also performed
well during 2013 and we continue to
make good progress in respect of our
international growth strategy.
The acquisition of Nutramino combined
with a successful organic roll-out
programme in 2013, brings our total
in-market sales presence to 19 countries
worldwide and further cements our
position as the global leader in sports
nutrition.
Capital investment during 2013 was
significant. The implementation of SAP, the
Group’s financial and operational system,
was successfully completed in October.
The new 234 million production facility in
Chicago, designed to allow further
capacity additions on a modular basis, is
due to be commissioned in the second
quarter of 2014. We have already
commenced the second phase of capacity
expansion in this plant, reflecting recent
demand trends and the continued positive
growth outlook for the business. On
completion, the total investment in
the new facility will be approximately
€50 million.
2014 outlook
Growth in Global Performance Nutrition
continues to be underpinned by our brand
strength, our ongoing investment in the
business and our focus on the large and
growing specialty and internet sports
nutrition market sub-segments. We
continue to strengthen our many in-market
commercial teams and expect our
international businesses to continue to
deliver strong growth. Overall we expect
Global Performance Nutrition to deliver a
good performance for the year.
BRAND INTEGRITY
Global Performance Nutrition has
our iconic brands – Optimum
Nutrition, BSN, ABB and Nutramino
– and each one of which shares five
fundamental attributes:
• Premium – consistently giving
the consumer a superior option
to become part of their lifestyle,
serve as a status symbol and
set the standard in the category;
• Authentic – a strong track
record of credibility and category
leadership, rooted in consumer
education and built on a foundation
of proven results;
• Science-based – continuously
inventing and reinventing category
leadership through consumer
insights, delivering consumer
need-driven innovation;
• Highest quality – stringent
ingredient and manufacturing
state-of-the-art, NSF certified
manufacturing facilities
demonstrating an unrelenting
commitment to superior quality;
and
• Effective – GPN products
do what they say.
In all GPN brand positioning
activities, including marketing,
sales and product development,
legal compliance is of paramount
importance.
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Strategic ReportGovernanceDetailed Business ReviewFinancial Statements
OPERATIONS AND fINANCIAL REVIEW
GLOBAL INGREDIENTS
Revenue
EBITA
EBITA margin
2013
21,074.6m
2102.0m
9.5%
2013 results
Global Ingredients delivered a good
performance in 2013. Revenues increased
8.0% (11.5% constant currency) to
€1,074.6 million. This growth in revenue is
attributable to underlying organic volume
growth of 6.2%, higher pricing and an
enhanced product mix of 1.3% and the
impact of acquisitions of 4.0%.
Acquisitions comprised of Aseptic
Solutions in July 2012 and a small
specialist cheese plant in Blackfoot, Idaho
in March 2013. EBITA increased 4.0%
(8.1% constant currency) in the period as
positive performances in US Cheese and
Customised Solutions offset a slightly
weaker performance in Ingredient
Technologies. The 40 basis points (30
basis points constant currency) decline in
EBITA margins to 9.5% was driven
primarily by lower whey market prices in
Ingredient Technologies.
US Cheese
Cheese prices within the USA remained
relatively firm throughout 2013
underpinned by strong global dairy prices.
Market demand growth was positive with
retail, foodservice and exports all
performing ahead of the prior year. Against
this backdrop, US Cheese delivered a
solid performance in 2013. Revenues
increased driven primarily by the Blackfoot
acquisition and the impact of higher
market pricing. This growth in revenues
combined with a modest increase in
margins resulted in positive EBITA
performance for the year.
US Cheese commissioned its $8 million
Cheese Innovation Centre during 2013.
Based in Twin Falls, Idaho, this facility
together with the more flexible production
capabilities of the Blackfoot plant
significantly strengthens our innovation
and new product development
capabilities.
Constant currency
change
+11.5%
+8.1%
-30bps
Change
+8.0%
+4.0%
-40bps
Ingredient Technologies
Market prices for most of Ingredient
Technologies’ dairy related products
declined in 2013. Lactose experienced
quite significant declines with more
modest reductions for other whey related
products. These declines were driven
primarily by increased supply as demand
across almost all products categories
remained firm. Demand continues to be
underpinned by favourable trends across
the relevant end markets including sports
nutrition, nutritional bars and beverages,
infant formula and confectionary.
In the context of declining market prices,
Ingredient Technologies delivered a good
performance in 2013. Revenue growth
was positive as higher volumes more than
offset the pricing impact. Volume growth
reflected the full year impact of the Aseptic
Solutions acquisition in July 2012 as well
as higher throughput of certain whey
products. Overall EBITA was behind prior
year as the impact of lower pricing on
margins more than offset the volume
growth.
Ingredient Technologies continues to focus
on maximising the value of its ingredient
pool and in particular the development of
science‐led nutritional solutions and
systems. This relates not only to dairy-
based ingredients but also to specialty
grains where the recent commissioning of
our $22 million state-of-the-art specialty
grain processing facility in South Dakota
significantly enhances our capabilities.
Also in 2013, we expanded our production
capabilities for lactoferrin and dairy
calcium, two of our specialty dairy
products used in a range of food and
other applications.
Customised Solutions
The key users of premix solutions include
the beverage, breakfast cereal, infant
formula, supplement and nutrition bar
segments. These markets continue to
exhibit positive growth while premix
providers are also benefiting from the
ongoing trend towards food fortification
and the increasing desire of large
multi-national food companies to
simplify their manufacturing processes
and supply chains.
Customised Solutions continues to benefit
from these trends and performed well in
2013. Revenue growth was positive while
margins were slightly ahead of the prior
year reflecting favourable sales mix.
We continued to invest in the business in
2013 aimed at growing our presence in
new markets, including sales teams in
India, Russia, South Africa and Indonesia.
This is consistent with aligning the
business with key growth customers with
a particular focus on emerging markets.
2014 outlook
Global Ingredients is expected to have
a solid performance in 2014. Our
Idaho-based US Cheese business is
currently facing challenges related to
increased competition for milk. This is
expected to lead to higher milk costs and
some year-on-year volume declines in
both US Cheese and Ingredient
Technologies relative to a strong volume
performance in 2013. While the situation
continues to evolve, we are managing the
overall impact with our suppliers and
customers and, combined with a good
performance in Customised Solutions, we
expect Global Ingredients to deliver a
positive performance for the year.
32
Glanbia plc 2013 Annual Report and Accounts
DETAILED BUSINESS REVIEW DAIRY IRELAND1
Revenue
EBITA
EBITA margin
2013
2652.2m
215.1m
2.3%
Change
+3.4%
-29.1%
-110bps
Constant currency
change
+3.4%
-29.1%
-110bps
2013 results
Dairy Ireland had a difficult year in 2013 as
underperformance in Consumer Products
outweighed a solid performance in
Agribusiness. Revenues increased 3.4%
to €652.2 million reflecting 2.5% organic
volume growth and 2.6% pricing growth
offset by the Yoplait franchise disposal in
2012 which had a 1.7% negative impact
on revenues. EBITA decreased by 29.1%
to €15.1 million with a 110 basis point
decline in margins.
Agribusiness
On an overall basis, Agribusiness delivered
a solid performance in 2013. Demand for
feed and fertilizer was strong in the first
half of the year, driven to a large extent by
poor weather conditions. While the
demand trend weakened in the second
half of the year, particularly for feed, overall
revenue growth for the year was positive.
Margins for the period were broadly in line
with 2012 levels resulting in a positive
EBITA performance overall.
The new state-of-the-art oats milling
facility in Portlaoise was successfully
commissioned in late 2013. The plant was
developed to supply milled oats for use in
the premium US oatmeal brand, McCann’s
Irish Oatmeal, owned by Sturm Foods. In
addition, Agribusiness recently
commenced a restructuring programme,
the aim of which is to increase efficiency
and optimise both its existing business
potential and future growth opportunities.
2014 outlook
Against the backdrop of an exceptionally
difficult 2013, we expect some
improvement in performance in Dairy
Ireland in 2014. This will be driven
largely by Consumer Products,
primarily reflecting the benefits of
the rationalisation measures taken
in recent months.
Consumer Products
In line with trends in global dairy markets,
the average milk cost for Consumer
Products in 2013 was significantly ahead
of the prior year as Irish milk prices hit
record levels by historical standards. This
resulted in margin pressures as our ability
to pass through these input cost increases
in a difficult Irish retail environment was
limited. Overall volumes declined modestly
in the year but growth in private label
business relative to branded business
resulted in an adverse mix effect. This,
combined with lower margins, resulted
in a significant decline in EBITA.
To counteract the challenges facing the
business, Consumer Products recently
announced a further phase of
rationalisation to improve its
competitiveness in the domestic market.
This includes a reduction in the overall
cost base through the redesign of its
supply network and restructuring of
head-office functions. We also announced
plans to build a new €15 million UHT
(Ultra-Heat-Treated) facility to produce
long-life liquid milk and cream suitable for
export to markets such as China, Europe
and the Middle East. The new facility is
expected to be operational in the second
quarter of 2014.
1 Glanbia disposed of a 60% interest in Glanbia Ingredients Ireland Limited (“GIIL”)
in November 2012. GIIL, previously reported within the Dairy Ireland segment, is now a 40%
associate of the Group. A pro-forma adjustment has been made to the 2012 results to treat GIIL
as if it had been a 40% owned associate for the full year and all comparisons are with these
pro-forma figures.
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Strategic ReportGovernanceDetailed Business ReviewFinancial Statements
OPERATIONS AND fINANCIAL REVIEW
JOINT VENTURES & ASSOCIATES (GLANBIA SHARE)1
Revenue
EBITA
EBITA margin
2013
2900.5m
239.0m
4.3%
Change
+9.0%
+2.9%
-30bps
Constant currency
change
+11.2%
+5.3%
-30bps
Glanbia Cheese
The European mozzarella cheese market
performed well in 2013 with demand
continuing to be driven by both the fresh
and frozen pizza markets. Market prices
were also stronger reflecting demand
growth and the general increase in global
dairy prices. In this context, Glanbia
Cheese delivered a good revenue
performance in 2013 and, while milk
costs also increased in the period,
EBITA growth was also positive.
Nutricima
While market conditions remain
challenging in the Nigerian market,
there were some signs of improvement
in demand in 2013 and overall volume
growth was positive for the year.
However, this benefit was largely offset
by significantly higher input costs driven
in turn by higher global dairy prices.
EBITA was largely unchanged in the
period as a result.
2014 outlook
Reflecting the expectation for broadly
stable performance in each of our joint
ventures & associates, this segment is
expected to deliver a performance in
line with 2013.
2013 results
Joint Ventures & Associates delivered
a steady performance in the year.
Revenues increased 9.0% (11.2%
constant currency) to €900.5 million
reflecting 2.1% organic volume growth
and 9.1% pricing growth. EBITA increased
2.9% (5.3% constant currency) as positive
revenue growth more than offset the 30
basis point decline in margins.
Glanbia Ingredients Ireland (GIIL)
Global dairy markets increased
significantly in 2013 as supply failed to
keep pace with the continued strong
demand from China and emerging
markets. In addition to strong price
growth, GIIL also saw an increase in
volumes in the period driven by favourable
milk supply. Milk prices broadly reflected
the increase in global dairy market prices
and EBITA was largely unchanged in the
year as a result. The positive trends in milk
supply in 2013 are an early indication of
the strong uplift in milk volumes expected
following the removal of milk quotas in
2015. In this context, the €150 million
processing facility under construction in
Belview, Co. Kilkenny is progressing well
and is expected to commence
commissioning in late 2014.
Southwest Cheese (SWC)
While average cheese prices for 2013
were slightly ahead of the prior year, whey
prices on average were somewhat behind.
With SWC operating largely to capacity
from a volume perspective, the net effect
for SWC was a modest increase in
revenues and EBITA was broadly in line
with the prior year.
1 Glanbia disposed of a 60% interest in Glanbia Ingredients Ireland Limited (“GIIL”) in November
2012. GIIL, previously reported within the Dairy Ireland segment, is now a 40% associate of the
Group. A pro-forma adjustment has been made to the 2012 results to treat GIIL as if it had been
a 40% owned associate for the full year and all comparisons are with these pro-forma figures.
34
Glanbia plc 2013 Annual Report and Accounts
DETAILED BUSINESS REVIEW
fINANCIAL REVIEW
2013 summary Income Statement (pre exceptional)
€m
Revenue
EBITDA
Depreciation/grant amortisation
EBITA
EBITA margin
- Amortisation of intangible assets
- Net finance costs
- Share of results of Joint Ventures & Associates
- Income tax
2013
2012
2,382.1 2,211.8
Change
+7.7%
Constant
currency
change
+10.3%
214.6
(26.9)
187.7
7.9%
(21.0)
(23.0)
26.5
(24.7)
201.5
(24.8)
176.7
+6.2%
+10.0%
No Change
8.0% -10bps
(19.9)
(20.4)
12.1
(25.5)
Profit for the year¹
145.5
123.0
Adjusted earnings per share (cents)
55.46
51.34
+8.0%
+11.9%
Revenue
Revenue grew by 7.7% to €2.4 billion
(10.3% constant currency) reflecting
continued strong organic growth in both
Global Performance Nutrition and Global
Ingredients.
EBITA & EBITA margin
EBITA grew by 6.2% to €187.7 million
(10.0% constant currency). EBITA margin
decreased by 10 basis points to 7.9%,
with margin growth of 100 basis points in
Global Performance Nutrition offset by
reduced margins in the other segments.
Net finance costs
Net finance costs increased by €2.6 million
to €23.0 million due primarily to the
renegotiation of the Group’s banking
facilities in November 2012 (previously
renegotiated in May 2008). The Group’s
average interest rate for the full year was
5.1% (2012: 4.6%).
Taxation
The 2013 tax charge decreased by €0.8
million to €24.7 million which represents
an effective rate, excluding Joint Ventures
& Associates, of 17.2% (2012: 18.8%).
The decrease in the effective rate is driven
by the change in mix and geographic
locations in which profits are earned.
Share of results of Joint Ventures
& Associates
The Group’s share of results of Joint
Ventures & Associates increased by
€14.4 million to €26.5 million primarily due
to the inclusion of 12 months of the Group’s
share of Glanbia Ingredients Ireland Ltd
(“GIIL”) compared to one month in 2012.
60% of GIIL was disposed of to Glanbia
Co-operative Society Ltd on 25th
November 2012. To assist comparability,
our segmental analysis in this section
shows the revenue and EBITA of our Joint
Ventures & Associates on a pro-forma
basis as if GIIL had been an associate for
all of 2012. The table below reconciles the
pro-forma EBITA to the share of results as
shown in the Income Statement.
Adjusted earnings per share
Total adjusted earnings per share grew
8.0% (11.9% constant currency), driven by
growth in EBITA combined with a lower
effective tax rate. Adjusted earnings per
share is believed to be more reflective of
the Group’s underlying performance than
basic earnings per share and is calculated
based on the net profit attributable to
equity holders of the parent before
exceptional items and amortisation of
intangible assets, net of related tax.
Dividend per share
The Board is recommending a final
dividend of 5.97 cents per share (2012:
final dividend 5.43 cents per share). This
represents an increase of 10% in the year
and brings the total dividend for the year
to 10.00 cents per share (2012: 9.09
cents per share).
Joint Ventures & Associates -
Reconciliation of pro-forma EBITA to share of results
€m
Pro-forma EBITA of Joint Ventures & Associates
Reversal of pro-forma adjustment for GIIL
Reported EBITA
Amortisation
Finance costs
Income tax
Share of results as reported in the Income Statement
2013
39.0
—
39.0
(0.3)
(4.2)
(8.0)
26.5
2012
37.9
(14.8)
23.1
—
(5.3)
(5.7)
12.1
1 2012 profits relate to continuing operations only and so exclude Glanbia Ingredients Ireland Limited (GIIL) for the
period up to 25 November 2012. GIIL is included for one month (December) in 2012 as an associate and 2013
numbers include GIIL as an associate for the full year. 2012 results have been restated to reflect the adoption of
the revised IAS 19 pension accounting standard (see note 2 to the Financial Statements for full details).
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Strategic ReportGovernanceDetailed Business ReviewFinancial Statements
OPERATIONS AND fINANCIAL REVIEW
Cash flow
€m
EBITDA
Dividends from Joint Ventures & Associates
Working capital movement
Net interest and tax paid
Business sustaining capital expenditure
Other outflows
Free cash flow from continuing operations
Loans (to)/repaid by Joint Ventures & Associates
Strategic capital / acquisitions expenditure
Disposals
Restructuring costs
Equity dividends
Net cash outflow from continuing operations
Cash flow from discontinued operations
Cash flow pre currency exchange / fair value adjustments
Currency exchange / fair value adjustments
Cash flow for the year
Net debt at the beginning of the year
Net debt at the end of the year
2013
214.6
10.9
(39.9)
(55.8)
(35.7)
(6.5)
87.6
7.2
(76.5)
8.5
(3.0)
(27.9)
(4.1)
—
(4.1)
6.3
2.2
(376.6)
(374.4)
2012
201.5
13.8
(59.1)
(48.1)
(30.1)
(13.2)
64.8
(3.3)
(89.2)
26.6
(6.5)
(25.3)
(32.9)
122.8
89.9
13.8
103.7
(480.3)
(376.6)
Free cash flow is after charging working
capital movements and business
sustaining capital expenditure, but before
strategic investments or divestments and
equity dividends.
During the year the Group generated free
cash flow of €87.6 million (2012: €64.8
million) an increase of €22.8 million
year-on-year. Higher EBITDA in 2013 of
€214.6 million (2012: €201.5 million) and
lower working capital investment in the
year were offset by increased business
sustaining capital expenditure. The
working capital outflow of €39.9 million
reflects the increased working capital
requirements in Global Performance
Nutrition and Global Ingredients due to
strategic investment in inventories and
business growth.
Capital expenditure
Total capital expenditure during the year
amounted to €112.2 million including
€76.5 million of strategic spend. Major
projects completed during the year include
the Cheese Innovation Centre in US
Cheese, the specialty grains plant in
Ingredient Technologies and the oats
milling facility in Agribusiness. In addition
the final phase of SAP implementation was
completed within Global Performance
Nutrition resulting in core SAP functionality
across the entire Group. Expansion of
production capacity within Global
Performance Nutrition commenced in
2013 with expected completion of phase
one in the second quarter of 2014. Our
2014 plans include capital expenditure in
the region of €120 million, of which
approximately €80 million will be spent on
strategic capital projects.
2013 exceptional items
€m
1.Revision to Group pension schemes 13.8
(8.0)
2.Rationalisation costs
(0.3)
3.Taxation charge
5.5
Total exceptional credit
2013 exceptional items resulted in an
exceptional credit of €5.5 million. Details of
the 2013 exceptional items are as follows:
1. Revisions to two of the Group’s smaller
defined benefit pension schemes
resulted in a reduction in pension
liabilities and a consequent exceptional
credit of €13.8 million. These revisions
represent the final phase of the strategic
review of the Group’s pension
arrangements which has been carried
out over the last number of years.
2. Rationalisation costs amounting to
€8.0 million were incurred in Dairy
Ireland during the year. Consumer
Products announced a further phase
of rationalisation to improve its
competitiveness in the domestic market,
including a reduction in its central cost
base and a redesign of its supply
network. Agribusiness also announced
a programme to deliver cost base
savings while positioning the business
appropriately to take advantage
of growth opportunities. These
programmes will continue through
2014 when we expect to incur further
exceptional costs of approximately
211 million.
3. The tax charge applicable to exceptional
items 1 and 2 above amounted to
20.3 million.
36
Glanbia plc 2013 Annual Report and Accounts
DETAILED BUSINESS REVIEW 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. These policies were
reviewed in 2013 by the Audit Committee
and the Board.
The Group’s principal risks and
uncertainties are outlined in the
Detailed risk report on page 38.
Group financing
Financing KPIs
Net debt1:
adjusted EBITDA²
Adjusted EBIT²:
net finance cost
2013
2012
1.7 times
1.7 times
7.8 times
8.1 times
1. Includes cumulative redeemable
preference shares.
2. The definition of adjusted EBITDA and
adjusted EBIT are as per our financing
agreements and include dividends from
Joint Ventures & Associates.
The Group delivered a year end net debt
to adjusted EBITDA leverage ratio of 1.7
times (2012: 1.7 times) compared to the
Group’s banking covenant of a maximum
of 3.5 times. In 2013, adjusted EBIT to net
finance cost was 7.8 times (2012: 8.1
times). The Group’s banking covenant is a
minimum of 3.5 times interest cover.
The Group currently has three sources
of committed debt finance totalling
€744.1 million:
• A $325 million (@238.4 million) private
placement of senior loan notes, due in
June 2021;
• Bilateral multicurrency revolving loan
facilities totalling @466.6 million with
eight banks, all maturing in January
2018, which were renewed during 2012
on common terms and conditions; and
• Cumulative redeemable preference
shares of €39.1 million due for
redemption in July 2014.
Return on capital employed
The return on capital employed has
improved by 10 basis points to 14.2%
(2012: 14.1%), a good performance given
the Group’s organic investment programme
which has seen approximately €120
million in strategic capital expenditure
(excluding acquisitions) over the past two
years. The Group operates to an internal
hurdle rate of return on investment
decisions of 12% post tax, by year three,
and monitors investment spend against
this metric.
Pension
At 4 January 2014 the Group’s net
pension liability under IAS 19 (revised)
‘Employee Benefits’, before deferred tax,
reduced by €20.1 million to €78.0 million
(2012: €98.1 million). This decrease in the
Group’s deficit reflected a €13.8 million
credit associated with revisions to two of
the Group’s smaller defined benefit
pension schemes, employer contributions
of €16.2 million offset by scheme charges
of €8.8 million and a small negative
movement in actuarial assumptions of
€1.5 million. The fair value of the assets of
the pension schemes at 4 January 2014
was €346.5 million (2012: €332.6 million)
and the value of the scheme liabilities was
€424.5 million (2012: €430.7 million). The
Group has applied IAS 19 (revised)
‘Employee Benefits’ retrospectively in
accordance with the transition provisions
of the standard which resulted in an
increase in profit after taxation for 2012 of
€0.8 million and a resulting increase in
adjusted earnings per share from 51.02
cents to 51.34 cents.
Net pension liability
€m
Beginning of year
Actuarial assumptions
Revisions to pension schemes
Employer contributions
Scheme charges
Exchange differences
End of year
2013
(98.1)
(1.5)
13.8
16.2
(8.8)
0.4
(78.0)
More information
Finance Director’s review page 16
www.glanbia.com
www.glanbia.com
37
37
Strategic ReportGovernanceDetailed Business ReviewFinancial Statements
DETailed business review
DETAILED RISK REPORT
RIsk mANAGEmENT
ACROss OuR busINEss
Risk management responsibilities
The Board has ultimate responsibility for
the Group’s systems of risk management
and internal control. However, there are
defined roles within the process for the
Audit Committee, the Group Operating
Executive, Internal Audit and the Group
Senior Leadership team. Key stakeholder
risk management responsibilities are set
out below:
The Board
• Develops the Group’s vision and
strategic priorities;
• Defines the organisational Code of
Conduct and culture;
• Sets the risk appetite and tolerance of
the Group in achieving its strategic
objectives based on the
recommendation of the Board
Committees; and
• Monitors the nature and extent of the
Group’s principal risk exposures versus
the defined risk appetite and tolerance.
Audit Committee
• The Board has delegated the
responsibility for reviewing the design
and implementation of the Group’s risk
management and internal control
systems to the Audit Committee; and
• The Committee supports the Board in
monitoring risk exposure versus risk
appetite.
Group Operating Executive
• Develops the organisational structure
and is responsible for maintaining
effective risk management systems;
• Supports the Group senior leadership
team in identifying, assessing and
monitoring their respective risks and
controls; and
• Monitors business performance, risk
exposure, mitigation and internal
controls.
Internal Audit
• Provides an independent assessment of
the effectiveness of the Group’s risk
management and internal control
systems;
• Consolidates Group risk reports for
review by the Group Operating
Executive, the Audit Committee and the
Board; and
• Monitors and reports on actions taken
by management to address risk
exposures.
Group Senior Leadership Team
• Responsible for risk identification,
measurement, mitigation and assigning
risk management roles and responsibility
at operational level;
• Ensures risk management processes
and internal control systems are
embedded within each Business Unit;
• Monitors business performance and
uses risk management to support
decision making; and
• Encourages open communication on
risk matters.
Risk management process
Our risk management process aims to
support the delivery of the Group’s strategy
by managing the risk of failing to achieve
business objectives. We have a clear
framework for identifying and managing
risk, both at an operational and strategic
level. The framework is designed to ensure
that there is input across all levels of the
business to the management of risk, to
ensure we remain responsive to the ever
changing environment in which we operate.
By focusing our risk management system
on the early identification of key risks, it
enables us to conduct a detailed
consideration of the existing level of
mitigation and the management actions
required to either reduce or remove the risk.
If the reduction or removal of the risk is not
possible, the Group formulates a
management action plan to respond to the
risk should the risk materialise. The risk
management process is set out as follows:
Group Senior Leadership Team,
Business Unit / Functional Lead analysis
On a quarterly basis, each Business Unit
management team and functional lead is
requested to perform a detailed risk review
exercise and to complete the Group risk
register template. The template ensures
consistency of approach in reporting of
risks and requires management to:
• Classify each risk as financial,
operational, strategic or regulatory;
• Assess the inherent risk impact,
likelihood and velocity at which the
impact of the risk could materialise;
• Identify the mitigation measures (if
applicable), the residual risk and the
related management action plans; and
• Allocate an owner who has responsibility
for assessing and managing the risk
exposure.
38
Glanbia plc 2013 Annual Report and Accounts
“ We are focused on ensuring that our systems of risk
management and internal control operate effectively to
enable the timely identification, assessment and reporting
of the principal risks facing the business.”
John Callaghan, Audit Committee Chairman
Consolidation and review of the Group
key risk summary reports
Internal Audit prepares a Group summary
report based on the quarterly information
submitted by management. The Group
Operating Executive reviews the reports
on a quarterly basis while the Audit
Committee and the Board perform a
bi-annual review, with an interim update
from management if significant issues
arise. The reports include:
• An analysis of the key Group risks in
terms of impact (assessed over the
following 12 months within defined
monetary terms), likelihood of
occurrence (assessed based on defined
probabilities of occurrence) and the
speed at which the impact of the risk
could materialise;
• A summary of the key movements in the
trend of risks identified;
• Management action plans and owners
to help manage the key residual risk
exposures; and
• An overview of the broader
organisational and business risks.
Board review
The focus of the Board is on ensuring
that the Group residual risk position is
within their risk appetite while the Group
Operating Executive and the Audit
Committee, supported by Internal Audit,
are entrusted with ensuring that
appropriate measures are in place to
validate the strength of internal controls
and risk mitigation.
On-going monitoring
Senior management are required when
presenting a business update to the Board
or Audit Committee to provide detailed
presentations on their individual business
unit key risks, the mitigating controls and
the residual risk exposures.
The Audit Committee continues to operate
a programme of evaluating key areas of
risk through a series of presentations from
management and Group functional
experts on matters such as food safety
and quality, operational site risk
management and IT.
Risk management activities in 2013
Risk management is an evolving activity
requiring effective planning and response
to emerging risks. A number of key
achievements were noteworthy in 2013
including the following:
Effective talent management
The Group is dependent upon the quality,
ability and commitment of key personnel in
order to sustain, develop and grow the
business in line with its key objectives.
During the year a re-organisation of the
Group senior management structure was
completed. In November 2013, Siobhán
Talbot was appointed successor to John
Moloney as Group Managing Director and
Mark Garvey, previously CFO of Sara Lee
Corporation, replaced Siobhán Talbot as
Group Finance Director. As part of the
restructuring of the Group segments,
on 1 June 2013, Brian Phelan (appointed
to the Board on 1 January 2013) was
appointed as CEO of Global Ingredients
and Hugh McGuire was appointed to the
Board as Executive Director with
responsibility for Global Performance
Nutrition.
Market risk management
While we remain aware of competitor
activities and new innovations, our focus is
on enhancing our internal capabilities and
strengthening our market offerings. During
2013 key achievements included:
• Investing in a major expansion in
our Global Performance Nutrition
production facility in Illinois, USA.
• Commencing production in our
South Dakota, USA specialty grains
processing plant, and our new oats
milling facility in Portlaoise, Ireland which
will cater for our supply contracts with
major US based customers and allow
potential for future development.
Integration risk management
To support organic growth and the
integration of recent and future
acquisitions, a Shared Services Centre
was opened in Illinois, USA in early 2013
and now processes the vast majority of
the US based Business Units’ back office
activity. The rollout of the Group’s SAP
system across Global Performance
Nutrition and Global Ingredients was also
completed in 2013, thereby enhancing
control systems and providing a platform
for future growth.
Supply chain risk management
Continued internal investment in enhanced
whey processing facilities, such as in
Glanbia Ingredients Ireland Limited, has
increased the Group’s ability to extract
value from whey markets and helped to
ensure long term supply of quality whey
protein in line with our customer
commitments.
www.glanbia.com
39
Strategic ReportGovernanceDetailed Business ReviewFinancial Statements
DETailed business review
DETAILED RISK REPORT
Principal risks and uncertainties
The performance of the Group in 2014
will be influenced by: the global economic
outlook; milk availability and price in US
Cheese; the challenging Irish retail
environment and the associated
management of margins within Dairy
Ireland; and the effective execution of our
growth strategy in Global Performance
Nutrition and Global Ingredients.
The Group’s approach to financial and
taxation risks, including currency risk,
interest rate risk and liquidity risk, is to
centrally manage these risks against
comprehensive policy guidelines,
details of which are outlined in note 3.1
‘Financial risk factors’ on page 125 of this
report. The Board regularly reviews these
policies.
A summary of the key Group risks
identified, potential impacts and mitigating
actions are set out below. There may be
other risks and uncertainties that are not
yet considered material or not yet known
to us and this list will change as risks
assume greater importance in the future.
Likewise some of these risks will drop
off the key risks schedule as mitigating
management action plans are
implemented.
Customer concentration risk
Certain key customers represent a significant portion of Group revenue and operating profits.
The loss of one or more of these customers could have a material impact on Group profitability.
The Group has developed strong relationships with major customers by focusing on superior
customer service, product innovation, quality assurance and cost competitiveness. A new
medium term contract manufacturing agreement was entered into during the year with one
of our key Global Performance Nutrition customers which will strengthen our position in global
whey procurement markets and underpin our manufacturing capacity expansion in the USA.
Supplier risk
Risk of not achieving an appropriate balance between sustainable milk supply and cost
with a resulting adverse impact on earnings. Milk availability can fluctuate from quarter to
quarter and year to year with resulting impacts on plant production levels. Volatile global
dairy commodity markets can compound the supply risk if the Group’s ability to pass
pricing volatility back to the suppliers is constrained by competitive pressures or the
pricing method employed.
Market pricing is continually evolving and the market environment can change very quickly.
As a result, our milk procurement strategy teams are working to ensure the business remains
competitive in its supplier offerings, which is in the interests of both our milk suppliers and
Glanbia. Management will continue to ensure that the focus is not solely on pricing but also
on the non-pricing value added initiatives that can be used to ensure continued
milk supply.
Risk
Risk trend
Mitigation
Risk
Risk trend
Mitigation
Risk Trends
No change
Risk declining
Risk increasing
40
Glanbia plc 2013 Annual Report and Accounts
Risk
Risk trend
Mitigation
Risk
Risk trend
Mitigation
Risk
Risk trend
Mitigation
Product safety and compliance risk
A breakdown in control processes may result in contamination of products and/or raw
materials resulting in a breach of existing food safety legislation. Potential impacts include
reputational damage, regulatory penalties or restrictions, product recall costs, fines, lost
revenues and reduced growth potential. The sudden introduction of more stringent
regulations such as additional labelling requirements may also cause operational difficulties.
The Group conforms to food safety and quality regulations and aims to employ best practice
across all its production facilities to maintain the highest standards by focusing on:
• Employing suitably qualified and experienced staff;
• Operating a supplier certification program whereby suppliers, their processes, facilities
and products are audited for conformance to Group standards; and
• Monitoring overall food safety through the Glanbia Quality System (GQS) which is used
to assist management responsible for food safety. Results of GQS testing are presented
to and considered by the Audit Committee on an annual basis.
The Group also maintains product liability insurance.
Site compliance risk and environment, health & safety regulation risk
The risk of non-compliance with regulations pertaining to building and fire codes and/or
zoning restrictions resulting in a loss of capacity at a major site or a breach of environment
or health and safety regulations. Potential impacts include reputational damage, regulatory
penalties and an inability to service customer requirements.
The Group limits the risk of a major event impacting operations or the environment by:
• Monitoring overall safety and loss prevention performance through the Glanbia Risk
Management System (GRMS). This system assists operational management responsible
for site risk. An independent risk manager conducts the GRMS reviews, the results of
which are presented to and considered by the Audit Committee on an annual basis;
• Continual investment in energy efficiency advancements, carbon reduction and emission
management programmes to ensure compliance with environmental regulations;
• Ensuring all business operations have business continuity plans in place including
identification of alternative production locations where relevant. The benefits of this
were highlighted following a significant fire in early 2014 at our Irish Shared Services facility
where disruption levels were minimised; and
• Maintaining a comprehensive insurance programme for all significant insurable risks and
major catastrophes.
Talent management risk
The Group is dependent upon the quality, ability and commitment of key personnel
in order to sustain, develop and grow the business in line with its key objectives.
Growth targets may be at risk by failing to attract, retain and manage key personnel.
The Group has put in place strong recruitment processes, effective HR policies and
procedures, long-term incentives, robust succession management planning and a range of
talent management initiatives including the Group management development programme.
The Group has and will continue to put significant focus on developing its graduate
recruitment programme. Recruiting talented, motivated, young professionals allows
the Group to train and develop future business leaders in line with the Group’s mission
and business objectives.
www.glanbia.com
41
Strategic ReportGovernanceDetailed Business ReviewFinancial Statements
DETailed business review
CORPORATE SOCIAL RESPONSIBILITY
fOCusEd ON OuR
REsPONsIbILITIEs
Glanbia is focused on
corporate social responsibility
in three areas – our
employees, the environment
and our local communities.
We respect and engage with our
employees, recognising that their
commitment is central to our success.
We are committed to environmental
stewardship, which is critical to
managing food safety and quality
as well as managing our potential
environmental impact. We work with
and support our local communities
through corporate donations, employee
volunteering and fundraising.
OUR PEOPLE
Glanbia’s people strategy is to attract and
develop high calibre talented people who
are committed to growth, innovation and
success. The Group fosters a culture
where employees and teams are
challenged to create new ways to add
value to our products and services for
customers.
Glanbia provides a positive working
environment that gives employees the
opportunity to share insights and
collaborate on many significant projects.
Energy, enthusiasm and fresh ideas are
welcomed and supported in the Group’s
drive to achieve its strategic goals.
Building organisational capabilities
Group employee numbers, including Joint
Ventures & Associates increased by 331
people in 2013 to 5,202 people based in
32 countries. The largest areas of growth
were in Global Ingredients and Global
Performance Nutrition reflecting the two
global platforms that are the key strategic
focus of the Group’s growth ambitions.
Global Performance Nutrition (GPN)
increased employee numbers by 132
people in 2013. Strong business growth
created new salaried and factory based
positions in the Aurora, Illinois location.
GPN has established a new Europe,
Middle East and Africa (EMEA) head office
in Dublin, Ireland, to support its significant
international expansion.
Global Ingredients, which encompasses
US Cheese, Ingredient Technologies and
Customised Solutions, increased its
workforce by 231 people. Key to this
growth was Ingredient Technologies, which
commissioned a new specialty grain
processing facility in South Dakota in
November 2013 and acquired Aseptic
Solutions in 2012. US Cheese acquired the
Blackfoot plant in Idaho and also opened
the Cheese Innovation Centre alongside its
new headquarters in Twin Falls, Idaho.
In Dairy Ireland, while overall employee
numbers for 2013 remained broadly
unchanged, a reorganisation took place
in both Business Units, in the context of a
challenging business environment. Where
Consumer Products has had a reduction
in numbers in some areas under the
reorganisation programme, investments
in the new Ultra-Heat-Treated (UHT)
Consumer Products facility and regional
depots has created additional
employment opportunities. Agribusiness
is reorganising elements of its workforce,
aimed at optimising its existing business
and future growth potential.
Talent development
Glanbia has a number of programmes
and initiatives to develop its employees
and manage its talent base.
People development
Fostering employee ingenuity and
creating a culture of continuous learning
are core components to Glanbia’s
employee development initiatives.
Through engagement with the
performance management process, all
Group employees are not only measured
on performance and career potential but
crucially have development areas
identified and supported by specific and
targeted programmes.
The tracking and measurement of HR
metrics is now transparently available on
a real-time dashboard which compares
HR KPIs across the Business Units,
such as headcount, employee turnover
and the management of compliance with
performance and succession
management processes.
The Glanbia Management Development
Programme (GMDP) is run annually for
selected high potential managers. In
2013, 27 managers from all the Group’s
Business Units participated in an intensive
two week programme split between
Dublin and Chicago.
42
Glanbia plc 2013 Annual Report and Accounts
“I believe Glanbia’s success is built on the talent of our
people who are innovative and pioneering, whether it
is about improving performance, collaborating with
customers or building new markets.”
Siobhán Talbot, Group Managing Director
Here they worked to solve business critical
projects which ensured active learning of
the strategic thinking and leadership skills
which were provided by world class
‘thought leaders’.
Learning is enhanced in a competitive
environment and most projects have
already been moved to implementation.
Projects varied from Supply Chain
efficiency initiatives and business ‘big data’
management to new product innovation
technologies. Projects typically aligned
business strategy with strategic customer
requirements while taking into account
regulatory compliance, operational
compatibility and the financial impact on
the business.
In addition to the Group development
programmes, there are specific people
development initiatives led by HR teams in
Business Units. Typically, the objectives are
to ensure that employees develop their
skills and work effectively in their roles.
Development programmes are designed
to address specific business and personal
challenges and are facilitated by
internationally approved and accredited
active learning methods and teachers.
In Consumer Products, the senior
management team participated in a
leadership development workshop in 2013
to highlight the behaviours required for
strong focused leadership, while recently
appointed managers participated in a six
week programme of coaching with particular
focus on change management skills.
During 2013, Agribusiness ran a number
of leadership and management
development programmes which delivered
tangible benefits in both enhanced
leadership capability and sales performance.
The strong emphasis on structured
technical training for the sales teams, aimed
at ensuring ongoing customer relevance, is
delivered through external experts and
internal technical specialists and is widely
recognised as industry best practice.
In US Cheese, ‘Achieve Global’ is
a comprehensive leadership skills
development program that combines core
leadership principles with cutting-edge
strategies to maximise team effectiveness
and motivation. During the year, 140
employees benefited from Achieve Global
training. US Cheese has also adopted the
well established ‘Five Choices® to
Extraordinary Productivity’ programme and
35 employees across all levels took the two
day course in 2013.
Glanbia Graduate Programme
The intake to Glanbia’s Graduate
Programme continues to grow and
49 graduates were welcomed to the
organisation in 2013. Successful applicants
were hired from Ireland, the USA, China,
and Singapore, comprising 23 female and
26 male graduates.
During the year, 32 graduates from prior
year recruitment programmes assumed
full-time roles in the Group. They will
continue their career development in
making a difference
At Glanbia, we know that our success
is built on our peoples’ capability. We
believe in a learning environment where
employees are challenged to innovate
and ‘find a better way’ to solve
problems and deliver business results.
The Glanbia Performance System is a
good illustrative example of this as are
the GPN internal innovation awards.
Glanbia actively fosters a dynamic and
results oriented culture because we
recognise that to achieve our vision we
need ‘Great People’.
All our employees are encouraged
to ‘Make a Difference’ through:
• High energy performance;
• Constant innovation in
work processes;
• Ability to be flexible in a fast
paced global environment;
• Clear accountability and delivering
on our commitments; and
• Personal integrity and trust in
team-based working.
In return, Glanbia promises to:
• Reward performance and
recognise contribution with
competitive remuneration;
• Provide opportunities for career
development across the business;
and
• Offer custom-designed personal
and business skills programmes.
www.glanbia.com
43
Strategic ReportGovernanceDetailed Business ReviewFinancial Statements
DETailed business review
CORPORATE SOCIAL RESPONSIBILITY
finance, engineering, innovation and
sales and marketing teams throughout
the Group.
To complement the Group Programme,
Business Units also hire graduates to fulfil
their specific business needs. These
graduates will be given the opportunity to
participate in similar personal development
and can avail of cross functional learning
and rotation within their Business Unit
departments and operational sites.
Management conference
The 2013 Glanbia Management
Conference was held in Chicago. The
theme was ‘Strategy in Action – Delivering
to High Expectations’ and almost 100
members of Glanbia’s Senior Leadership
Team reviewed the development of Group
business and strategy.
Key areas highlighted during the
conference were cross Business Unit
collaboration and leveraging current
capabilities to create long term
profitable growth.
As always, there were some inspiring
guest speakers, including case studies in
innovative thinking and pragmatic strategy
implementation. The conference is an
important opportunity for the leadership
team to mingle in an informal setting which
ensures sharing of best practice and
forging cross business relationships.
Awards were presented to leadership
teams from several Business Units for
projects ranging from commercialising
new product development to delivery of
sustained year-on-year growth using the
‘can-do’ culture fostered by the business.
Health and safety
During 2013, Glanbia Business Units
continued their concerted efforts to raise
safety awareness on all sites. The Group’s
safety record has been excellent over
recent years.The safety and risk
management process is audited both
internally and by a third party to
independently score all sites on the
Glanbia’s Risk Management System
(GRMS). Awareness initiatives across
the Group in 2013 were:
In Global Performance Nutrition, a
total of 871 employees were trained in
Environmental Health and Safety general
awareness and a cohort of 357 of these
completed further specialised training in
areas such as electrical safety awareness.
US CHEESE INITIATIVE
In 2013, US Cheese ran a safety
logo design contest. The safety team
selected Amanda Braun (pictured with
Patrick Cantrell) as the winner from 45
contestants. Amanda, a maintenance
operative in the Gooding cheese plant,
has since taken up a regulatory
compliance role in the Richfield
Whey Plant.
“I really enjoyed working on
the safety logo and was
thrilled to win and see
my logo adopted in my
Business Unit.”
Amanda Braun,
Regulatory Compliance Specialist,
Richfield Whey Plant.
44
Glanbia plc 2013 Annual Report and Accounts
“We are proud of our track record in sustainability, driven by
science, investment and the ‘can-do’ entrepreneurial attitude
of our great workforce.”
Jeff Williams, CEO, US Cheese
manufacturing industry into operational
principles to deliver breakthrough results.
Collaboration, shared learning and the
identification of best practices across
the Group is key to the success of GPS.
Since its launch by the Group in 2010
the implementation of the system has
generated significant savings and
improvements in safety, sustainability
and employee engagement. 95% of US
Cheese employees have been through a
GPS bootcamp and in 2013 over 100
projects were completed leading to
savings across the business. A significant
development is the move from the earlier
behavioural based ‘Lean’ thinking to the
current ‘ownership’ phase where
employees are leading process and safety
improvement. The rollout of GPS has
continued with employees from Blackfoot
(US Cheese), Aseptic Solutions (Ingredient
Technologies) and Agribusiness (Dairy
Ireland) taking part in GPS bootcamps in
2013. Bootcamps provide a rapid
overview and introduction to GPS and
allow employees to have a hands-on
experience of utilising the programme and
understanding the management
philosophy involved.
Global Ingredients
As water is such a valuable resource in
Idaho, we prioritise the remediation of
constituents in wastewater through
treatment and the land application of
wastewater for crop irrigation. Through
GPS projects at Idaho facilities, Glanbia
has realised a reduction of wastewater
constituent concentrations of 16% between
2012 and 2013. 100% of the water used to
irrigate crops on Glanbia’s 2,200 acre farm
has been extracted from milk that is
processed into cheese and whey products.
The farm grows corn and hay which is used
to feed the cows at local dairies. These
dairies then provide milk back to the cheese
and whey facilities in a sustainable cycle.
In US Cheese, a culture of safety has been
instilled at all levels of the business. Safety
is one of four non-negotiables of the
Glanbia Performance System (GPS). As a
result of the safety policies and initiatives,
supported by the awareness programme,
the Recordable Incident Rate (RIR) has
steadily reduced since 2010 to well below
the U.S Bureau of Labour Statistics
national average RIR for the cheese
industry.
Glanbia Ingredients Ireland Limited (GIIL)
launched their STAR Health & Safety
Programme – ‘Stop-Think-Act-Review’,
the purpose of which is to change safety
behaviour and to embed this change into
the culture. To increase awareness, a new
ZERO HARM campaign and logo were
introduced. In October 2013, GIIL ran a
very successful Safety Week in conjunction
with European Health and Safety Week.
THE ENVIRONmENT
Glanbia processes approximately 6 billion
litres of milk annually in Ireland and the
USA in our wholly owned businesses and
Joint Ventures & Associates. It is within
these large scale facilities that our most
significant sustainability initiatives are
undertaken. While there is an onus on
achieving regulatory compliance and
strong environmental standards, the
businesses also focus on sustainability and
environmental leadership. This ensures
that efficient and environmentally friendly
principles run through all aspects of the
business from supply through to
distribution chains.
Sustainable practices are essential in
maintaining our supply chain and ensuring
high quality ingredients. These practices
also generate financial benefits, increasing
efficiencies and driving innovation and new
ideas in the work place. ‘Lean’ principles
are integrated into operational,
management and strategic activities
through the customised ‘Glanbia
Performance System’ (GPS). The GPS is
the Group’s integrated work system which
incorporates best practice from the global
US Cheese was recognised by Idaho
Power as being one of the top Idaho
companies working to improve energy
efficiency. Over the past several years
Glanbia has invested in energy efficiency
upgrades that currently save three million
kilowatts annually which is enough
electricity to power 750 homes each year.
US Cheese has participated in Idaho
Power’s Efficiency Programme since 2007
saving over 12 million kilowatts to date.
Energy usage per litre of milk processed
declined slightly in 2013 while the volume
of milk processed increased.
Customised Solutions
In comparison to dairy processing facilities,
premix blending is less energy intensive.
Sustainability initiatives are also in place
with a focus on energy and water
consumed. Energy consumption fell in the
US and China plants with a 14% electricity
reduction per kilogram blended compared
to 2012. A new best-in-class hygiene and
quality standard resulted in an increase in
energy consumption in Orsingen,
Germany, however water consumption per
kilogram blended fell by 30%. In China, the
Suzhou plant experienced an increase in
water consumption per kilogram blended
of 7.6% due to a production volume
increase of 48%.
Joint Ventures & Associates
Energy and water usage also continued to
be the primary focus at our strategic US
joint venture, Southwest Cheese. In 2013
this facility reduced energy usage by close
to 3%. A 5% decrease in water usage
was also achieved despite increased
throughput of milk. During the year
Southwest Cheese began the process of
returning surrounding farmland into natural
grassland. The natural grassland will
require no additional water and will prevent
soil erosion.
Glanbia Ingredients Ireland Limited (GIIL),
our Irish dairy processing associate, was
accepted as a verified Bord Bia Origin
Green active partner in 2013. This
programme sets out targets for reductions
in carbon emissions, energy, water and
waste up to 2020.
www.glanbia.com
45
Strategic ReportGovernanceDetailed Business ReviewFinancial Statements
DETailed business review
CORPORATE SOCIAL RESPONSIBILITY
It also sets out to source ingredients from
sustainable sources and to enhance
biodiversity on processing sites.
GIIL sites continue to progress the Delta/
Lean Programme and a number of energy
and water saving opportunities have been
identified to help meet targets. The
programme has delivered significant
energy reduction in whey processing in
2013. Zero waste to landfill was fully
achieved in 2013. In addition, GIIL was the
first dairy processor in the world to achieve
the Carbon Trust Water Standard for
achieving water reduction targets.
OUR COmmUNITY
Across the Group, we are involved in a
number of local and international projects
that seek to make a tangible difference in
local communities where we operate.
Corporate giving
Since 2008 Glanbia has proudly partnered
with Barretstown as the designated charity
of choice in Ireland. Barretstown helps
children with serious illness to regain their
confidence and self-esteem through
therapeutic recreation and camps. Glanbia
fundraising means that Barretstown is
reaching even more families with camp
capacity increasing by 75% since 2008. In
the past five years Glanbia has donated
€1.6 million to Barretstown. This equates
to almost 3,500 camp days for children
and their families or the equivalent of 19
family weekend camps and has made
a tangible difference to the lives of over
350 families.
In the USA, through a combination of entry
fees, sponsorships and individual
donations, the ‘Glanbia Charity Golf
Challenge’ contributed a record breaking
$145,000 to 10 Idaho-based charities in
2013. The ‘Charity of Choice’ for 2013
was The Idaho Foodbank which received
$38,000 for their Backpack Programme.
The Foodbank is the largest distributor of
free food assistance in Idaho.
David Proctor of The Idaho Foodbank
said: “The Backpack Program provides
nutritious, kid-friendly food to thousands of
Idaho children who are at risk of hunger
between school lunch on Friday and
school breakfast on Monday. Some 400
children from 23 different elementary
schools in the Magic Valley received
backpacks during last school year.”
Tour de Kilkenny
The fifth ‘Tour de Kilkenny’, which is run
in conjunction with the Marble City
Cycling Club, took place in August
2013. Since it was established, the
cycle has raised a total of €45,000 for
Barretstown. 700 cyclists completed
the 2013 cycle and all proceeds went
to four charities - Barretstown, Relay for
Life Irish Cancer Society, The Irish
Pilgrimage Trust and Camphill
Communities of Ireland.
46
Glanbia plc 2013 Annual Report and Accounts
The ‘Tour de Kilkenny’ cycle has raised €45,000 for Barrettstown.
“As a global performance nutrition and ingredients group, it is
appropriate that Glanbia is associated with a variety of health and
sports initiatives that reflect the breadth of our brands, the diversity
of our locations and our values as an organisation.”
Hugh McGuire, CEO, Global Performance Nutrition
Employee fundraising and volunteering
The biggest Irish based employee
fundraising initiatives come from two
events – the annual ‘Glanbia Hillwalk’ and
the ‘Tour de Kilkenny’ cycle sportive. With
a cumulative height of over 11,000 metres,
Glanbia climbs have raised €130,000 for
Barretstown in the past five years. In 2013,
the ‘Twin Peaks Challenge’ involved
climbing Ireland’s two highest mountains,
Mount Brandon and Carrantuohill, on
successive days and over €31,000 was
raised.
As part of the Skills@Work Programme,
Glanbia Agribusiness partnered with
Duiske College, Co. Kilkenny, to give
Transition Year students greater insight into
prospective career choices and further
study options. The programme included
site visits, mock interviews, ‘Day in the
Life’ insights, group discussion sessions
with employees and curriculum vitae
writing skills. The Skills@Work Programme
is provided by Business in the Community
Ireland (BITCI).
In the USA there were several employee
fund-raising initiatives including:
• Ingredient Technologies’ employees
participated in their own version of the
popular television show ‘The Biggest
Loser’. One dollar was donated to
charity for each pound lost by the
contestants while weekly seminars were
hosted to provide education on nutrition
and maintaining an optimal workout
routine.
• Customised Solutions’ Carlsbad-based
employees raised funds competing in
the Del Mar Mud Run Obstacle Race.
All proceeds went to the Challenged
Athletes Foundation’s (CAF) Operation
Rebound, the premier sports and fitness
programme for American military
personnel, veterans and first responders
with permanent physical disabilities.
• A GPN team participated in the 15th
annual ‘Hustle Up the Hancock’, the
stair climb race of the 94 floors of the
John Hancock building, hosted by the
‘Respiratory Health Association of
Metropolitan Chicago’ to support local
lung disease research and programmes.
Our employees also supported a number
of international charities:
• 20 GPN employees volunteered to pack
food for shipment to the Philippines and
Haiti for an organisation called ‘Feed My
Starving Children’ which provides meals
specifically formulated for malnourished
children.
• GPN also supplied Optimum Nutrition
protein samples to a vendor taking part
in a voluntary mission to Haiti. Protein
is difficult to source for many people
in Haiti and sample packets provided
a quick and convenient way to help
meet their nutritional needs.
find out more
Careers
Glanbia’s global success is driven
by continuously investing in people.
We offer a range of career paths for
energetic and passionate people.
More information
www.glanbia.com
Sustainability
The US Cheese and Whey
businesses produced their
first sustainability report to
share their journey of growth and
sustainability. Their environmental
footprint is amongst the lowest
per pound of product and they
are systematically continuing
to reduce their impacts while
simultaneously strengthening
the social and economic fabric
of their local communities.
More information
www.glanbia.com
www.glanbia.com
47
Strategic ReportGovernanceDetailed Business ReviewFinancial Statements
science-backed
Innovation
DELIVERING competitive advantage in the market place
Eric Bastian PhD,
Ingredient Technologies
Collaborative Innovation
At Glanbia, innovation through
customer collaboration lies at
the core of our development
process. With the Collaboration
Center (CC) and the new Cheese
Innovation Center (CIC), we have
the ability to invite our customers
to come and work with us on
their most relevant projects.
In 2013, more than 50 of our
customers travelled to Idaho
to collaborate with our
development teams in the CC
and the CIC. Through that
collaboration, we were able to
complete many projects that not
only help Glanbia derive added
value, but give our customers
a competitive edge in the
marketplace.
“ As a leading supplier of
nutritional products and
cheese, Glanbia has
been at the forefront of
collaborative, dairy
innovation for more
than two decades.”
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Glanbia plc 2013 Annual Report and Accounts
DIRECTORs’ REPORT
GOVERNANCE
Governance overview
Board of Directors and Senior Management
Audit Committee report
Nomination Committee report
Remuneration Committee report
Statement of compliance
Other statutory information
50
52
60
66
70
89
98
Statement of Directors’ responsibilities
101
www.glanbia.com
49
Governance
Governance overview
committed to
strong governance
Dear Shareholder,
Your Board is committed to strong governance and its
view continues to be that the right processes and
people are in place at Glanbia. I am pleased to
introduce our key achievements during the past year
and in the governance section you will find detailed
Board Committee and Corporate Governance reports.
Board evaluation
During 2013 we undertook an externally facilitated
evaluation of the Board, the purpose of which was to
review and improve the Board’s performance and
identify its development needs. This has been a
thorough process carried out by Karl Croke of Board
Works. Karl is an experienced independent
practitioner who has no other connection to Glanbia.
The overall outcome of the evaluation was positive,
with the Board’s performance being rated as “very
good”, citing strong cohesiveness, collaboration, trust
and efficiency.
The outcome of the evaluation was presented to the
Board and a number of recommendations were made
to further improve the effectiveness of the Board. The
recommendations related to the following key areas:
• Board refreshment and renewal;
• Orderly reduction in the number of Glanbia
Co-operative Society Limited (“the Society”)
nominated Board members on a phased basis
over the period to 2018; and
• Enhancing the existing processes in place for
Director development and senior management
succession.
A full description of the Board evaluation process is
set out in our Statement of Compliance on page 97.
allocation of board time
Strategy
Operational and
financial performance
Risk Management
Corporate development
Investor relations
Other
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Glanbia plc 2013 Annual Report and Accounts
Board time allocation
The Board met 11 times during the year and I work
closely with the Group Managing Director and the
Group Secretary to make sure that the agenda is
focused on the correct areas. I believe we strike the
right balance.
To be effective, our Directors need to have a deep
understanding of the business and this feedback is
regularly received in Board evaluations. This is
particularly important given the increasingly global
nature of Glanbia’s operations. Therefore, one of the
key activities of 2013 was a Board visit to the USA
in September 2013. Over the course of four days,
the Board received detailed presentations from all
international Business Unit management teams.
We also conducted reviews of those units. The Board
also visited Aseptic Solutions in Corona, California
which was acquired in July 2012 and the Customised
Solutions manufacturing facility in Carlsbad, California.
Board changes
2013 was another year of change for the Board.
Siobhán Talbot succeeded John Moloney who retired
from the Board on 12 November 2013 as Group
Managing Director. We appointed three new Executive
Directors, Brian Phelan, Hugh McGuire and Mark
Garvey. Two new Non-Executive Directors were
appointed, Donard Gaynor and Vincent Gorman and
three Non-Executive Directors left the Board, Billy
Murphy, Robert Prendergast and Brendan Hayes.
These changes are dealt with comprehensively in the
Nomination Committee report on pages 67 to 68.
In accordance with the UK Corporate Governance
Code (2012), all the Directors, excluding Jerry Liston
who has indicated he will retire at the commencement
of the Annual General Meeting (AGM), will stand for
re-election at the 2014 AGM. Each Director continues
to provide the Board with valuable knowledge and
expertise and to devote sufficient time in support of
the Group, and I strongly recommend their re-election.
Risk management and internal controls
Risk management continues to be the focus of much
attention. The Board and management are satisfied
that appropriate risk management and internal control
systems are in place throughout the Group and
the principal risks which Glanbia face are set out in the
Detailed Risk Report on page 38. While the Board
retains ultimate responsibility for determining the
Group’s risk appetite, it has delegated responsibility
for reviewing the design and implementation of the
Group’s management and internal control systems to
the Audit Committee.
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“ As we continue to successfully develop
our growth strategy, your Board is very
mindful of the central role that strong
corporate governance plays.”
Remuneration and reporting
In 2013, the UK Department of Business,
Innovation and Skills (BIS) published
wide reaching proposals referred to as the
2013 “Remuneration Regulations”. In line
with these regulations, we have taken
further steps to enhance our reporting by
updating the format of the Remuneration
Committee report this year, although as an
Irish incorporated company Glanbia is not
subject to the Remuneration Regulations.
Under UK company law, there is a
requirement to submit the Remuneration
Committee report for the year to an
advisory vote and the Group’s remuneration
policy on Directors’ pay to a binding vote by
shareholders. However, given the different
legal jurisdiction in which Glanbia operates,
and consistent with our approach last year,
Glanbia is proposing to seek these approvals
in a single advisory vote by shareholders
rather than on a binding basis at the AGM
in 2014. The Board will take due notice of
any shareholder feedback on the policy and
it is the Board’s intention to operate in line
with the approved policy.
As part of our three year remuneration
policy cycle, during 2014 the
Remuneration Committee will review the
Directors remuneration policy. In addition,
we will consider the Remuneration
Regulations and where deemed
appropriate we intend to refine and
develop the Remuneration Committee
report to further enhance clarity and
transparency. The Remuneration
BoarD coMMiTTeeS
Committee and the Board welcomes
shareholder feedback and input on any
aspect of remuneration and particularly
given our proposed review of remuneration
policy in 2014.
We have also taken the opportunity to
restructure this Annual Report with regard
to BIS requirements for enhanced and
simpler reporting, in particular including a
strategic report which covers the most
material information on our performance
and future prospects.
External Auditors
Following the publication of the revised UK
Corporate Governance Code (2012), the
recent findings of the Competition
Commission, the Guidance for Audit
Committees issued by the Financial
Reporting Council and the EU Audit
Reform Framework proposals, we have
taken the opportunity to review
arrangements with our external Auditors.
This is to ensure the continued
independence and objectivity
of our external Auditors and that our
relationship with PricewaterhouseCoopers
remains satisfactory.
Shareholder engagement
Late 2012 and early 2013 saw the
expansion of our shareholding base with
the successful completion of two private
placements for 6% of the Company’s
issued share capital by the Society.
In March 2013, the Society also distributed
7% of the Company’s issued share capital
to its members. Combined, these
transactions increased the free float to 59%.
During 2013, we met with more than 150
buy and sell side representatives and held
a dedicated investor day at the London
Stock Exchange in May 2013, at which
I and our Senior Independent Director
attended. The focus of the presentations
was Global Ingredients and Global
Performance Nutrition, the Group’s two
growth platforms. The AGM is also an
opportunity for the Board to engage with
shareholders. The 2014 AGM will be held
at the Lyrath Estate Hotel, Old Dublin
Road, Kilkenny on 13 May 2014. Further
details of our Investor Relations activities
during the year are on page 17.
Conclusion
Your Board will continue to work to ensure
that the right corporate governance
oversight and processes are in place to
develop growth initiatives and support
innovation and entrepreneurship, while at
the same time managing and mitigating
the associated potential risks, so that we
protect all our stakeholders. I welcome any
feedback and encourage shareholders to
write to me at any time should they have
any matter they wish to discuss.
Liam Herlihy,
Group Chairman
Audit Committee
Nomination Committee
Remuneration Committee
John Callaghan,
Audit Committee Chairman &
Senior Independent Director
See page 60
Liam Herlihy,
Group & Nomination
Committee Chairman
See page 66
Jerry Liston,
Remuneration Committee
Chairman
See page 70
www.glanbia.com
51
Governance
Governance
BoarD of DirecTorS anD Senior ManaGeMenT
Group chairMan anD vice-chairMen
Martin Keane, Vice-Chairman
Liam Herlihy, Group Chairman
Henry Corbally, Vice-Chairman
Martin Keane (aged 58), Vice-Chairman,
was appointed to the Board on 24 May
2006 and has served seven full years on
the Board. He was nominated for
appointment by Glanbia Co-operative
Society Limited. Martin farms at Errill,
Portlaoise, Co. Laois and has completed
the ICOS Co-operative Leadership
Programme. Martin is Vice President of
Irish Co-operative Organisation Society
Limited and a board member of ICS
Europaks Limited. He is a former Director
of Co-operative Animal Health Limited.
Member: Audit Committee /
Remuneration Committee
Liam Herlihy (aged 62), Group Chairman,
was appointed to the Board on 11
September 1997 and has served 16 full
years on the Board. He was nominated
for appointment by Glanbia Co-operative
Society Limited. Liam farms at
Headborough, Knockanore, Tallow, Co.
Waterford and has completed the Institute
of Directors Development Programme
(2006) and holds a certificate of merit in
Corporate Governance from University
College Dublin. He is a Director of Irish
Dairy Board Co-operative Limited and
is a former Director of Irish Co-operative
Organisation Society Limited.
Chair: Nomination Committee
Member: Audit Committee /
Remuneration Committee
Henry Corbally (aged 59), Vice-Chairman,
was appointed to the Board on 9 June
1999 and has served 14 full years on the
Board. He was nominated for appointment
by Glanbia Co-operative Society Limited.
Henry farms at Kilmainhamwood, Kells,
Co. Meath and holds a certificate of merit
in Corporate Governance from University
College Cork. He is a former Vice-
Chairman of the National Dairy Council.
Member: Audit Committee /
Remuneration Committee
Pictured left to right:
Martin Keane, Liam Herlihy, Henry Corbally
52
Glanbia plc 2013 Annual Report and Accounts
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execuTive DirecTorS anD Group SecreTary
Hugh McGuire,
CEO Global Performance Nutrition
Siobhán Talbot,
Group Managing Director
Brian Phelan,
CEO Global Ingredients
Siobhán Talbot (aged 50) was appointed
as Group Managing Director on 12
November 2013, having been appointed
Group Managing Director Designate on
1 June 2013. She was previously Group
Finance Director where her role
encompassed responsibility for Group
strategic planning. She has been a
member of the Group Executive
Committee since 2000 and the Board
since 2009 and has held a number of
senior positions since she joined the
Group in 1992. Prior to joining the Group,
she worked with PricewaterhouseCoopers
in Dublin and Sydney, Australia. A fellow
of the Institute of Chartered Accountants
in Ireland, Siobhán graduated from
University College Dublin with a Bachelor
of Commerce and Diploma in Professional
Accounting.
Hugh McGuire (aged 43) was appointed to
the Board on 1 June 2013 as an Executive
Director with responsibility for Global
Performance Nutrition. Hugh joined the
Group in 2003 and has been Chief
Executive Officer of Global Performance
Nutrition since 2008. Hugh was previously
CEO of Glanbia Customised Solutions and
prior to that was CEO of Glanbia
Nutritionals across EMEA and ASPAC.
He previously worked for McKinsey &
Company as a consultant across a range of
industry sectors. Prior to this he worked in
the consumer products industry with Nestlé
and Leaf. Hugh graduated from University
College Dublin with a M.Sc. in Food
Science. He has a Diploma in Finance
from the Association of Chartered
Certified Accountants.
Mark Garvey,
Group Finance Director
Mark Garvey (aged 49) was appointed as
Group Finance Director on 12 November
2013. Prior to joining Glanbia he held the
position of Executive Vice President &
Chief Financial Officer until 2012 with Sara
Lee Corporation, a leading global food and
beverage company with operations in over
40 countries. Mark also held a number
of senior finance roles in the Sara Lee
Corporation in the USA and Europe and
prior to that he worked with Arthur
Andersen in Ireland and the USA. A fellow
of the Institute of Chartered Accountants
in Ireland and the American Institute of
Certified Public Accountants, Mark
graduated from University College Dublin
with a Bachelor of Commerce and
Diploma in Professional Accounting and
has an Executive MBA from Northwestern
University, Illinois.
Brian Phelan (aged 47) was appointed as
CEO Global Ingredients on 1 June 2013,
having been appointed to the Board on 1
January 2013 as Group Development and
Global Cheese Director with responsibility
for strategy development and Global
Cheese. Brian was previously Group
Human Resources & Operations
Development Director. He is the Chairman
of our Glanbia Cheese Joint Venture. Since
joining the Group in 1993 he has held a
number of senior management positions.
Prior to this he worked with KPMG. He
graduated from University College Cork
with a Bachelor of Commerce and is a
fellow of the Institute of Chartered
Accountants in Ireland.
Michael Horan,
Group Secretary
Michael Horan (aged 49) was appointed
as Group Secretary on 9 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
Limited in Saudi Arabia and BDO Simpson
Xavier. A fellow of the Institute of Chartered
Accountants in Ireland, Michael graduated
from the National University of Ireland,
Galway with a Bachelor of Commerce.
Pictured left to right:
Hugh McGuire, Mark Garvey, Siobhán Talbot,
Brian Phelan, Michael Horan; the members of
the Group Operating Executive.
www.glanbia.com
53
Governance
Governance
BoarD of DirecTorS & Senior ManaGeMenT
non-execuTive DirecTorS
Jerry Liston
Non-Executive Director
John Callaghan,
Senior Independent Director
Paul Haran,
Non-Executive Director
Jerry Liston (aged 73) was appointed to
the Board on 10 June 2002 and has
served 11 full years on the Board. He is a
former Chief Executive of United Drug plc
(1974 to 2000). He commenced his career
with PJ Carrolls where he was responsible
for brand management, following which he
joined Warner Lambert Pharmaceuticals
and became General Manager Ireland until
his appointment as Chief Executive of
United Drug plc in 1974. He is also a
past Executive Chairman of the Michael
Smurfit Graduate Business School (2000
to 2005) and past Chairman of the Irish
Management Institute, Balcas Timber
Limited, BWG Group Limited and the Irish
Aviation Authority, and a former Director of
National Toll Roads Limited. He graduated
from University College Dublin with a
B.A. (Economics) in 1961, studied Law
at King’s Inn in 1962 and was called to
the Irish Bar. Jerry was awarded an
MBA in 1968.
Chair: Remuneration Committee
Member: Audit Committee / Nomination
Committee
John Callaghan (aged 71) was appointed
to the Board on 13 January 1998 and has
served 16 full years on the Board. Among
other positions he is currently Chairman of
the Topaz Energy Group and Chairman of
Harvest Energy (UK). Former positions he
has held include Managing Partner of
KPMG (Ireland) (1983 to 1991), Chief
Executive and Director of Fyffes plc (1991
to 1993), Non-Executive Director of Esat
Telecommunications Limited (1994 to
2000), Non-Executive Director/Chairman
of First Active plc (1993 to 2004) and
Non-Executive Director of Rabobank
Ireland plc (1994 to 2012). He is a fellow of
the Institute of Chartered Accountants and
the Institute of Bankers, an associate
member of the Institute of Taxation and
former President of the Institute of
Directors.
Chair: Audit Committee
Member: Nomination Committee /
Remuneration Committee.
Paul Haran (aged 56) was appointed to
the Board on 9 June 2005 and has served
eight full years on the Board. He is a
Director of a number of companies
including the Mater Private Hospital and
Irish Insurance. He also chairs the UCD
Michael Smurfit Graduate Business School
and Edward Dillon & Co. He is a former
Director of Bank of Ireland, the Road
Safety Authority, the Institute of Public
Administration and the Qualifications
Authority of Ireland. He retired at the end
of 2004 as Secretary General of the
Department of Enterprise, Trade and
Employment after a public sector career of
almost 30 years. He graduated from Trinity
College Dublin with a B.Sc. in Computer
Science and also has an M.Sc. in Public
Sector Analysis and an Honorary
Doctorate of Law, all from Trinity
College Dublin.
Member: Audit Committee / Nomination
Committee / Remuneration Committee
Donard Gaynor,
Non-Executive Director
Donard Gaynor (aged 57) was appointed
to the Board on 12 March 2013. Donard
retired in March 2012 as Senior Vice
President of Strategy and Corporate
Development of Beam, Inc., the premium
spirits company listed on the New York
Stock Exchange, based in Chicago,
Illinois. A Fellow of the Institute of
Chartered Accountants in Ireland, he
joined Beam in 2003 as Senior
Vice President and Managing Director –
International. Prior to this he served in a
variety of senior executive leadership roles
with The Seagram Spirits & Wine Group in
New York and was also Audit Client
Services Partner with the New York office
of PricewaterhouseCoopers.
Pictured left to right:
Jerry Liston, John Callaghan, Paul Haran, Donard Gaynor
54
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non-execuTive DirecTorS Directors nominated by Glanbia Co-operative Society Limited
Glanbia plc was formed in 1997 as a result of the merger of
Avonmore Foods plc and Waterford Foods plc. As part of the
merger, Glanbia Co-operative Society Limited retains a major
shareholding in Glanbia plc and nominates from its Board of
Directors, which is elected on a three year basis, up to 14 Non-
Executive Directors for appointment to the Board of Glanbia plc.
This number will reduce to eight Non-Executive Directors in 2018,
more details of which is set out in the Nomination Committee
report. All of the Directors nominated for appointment by Glanbia
Co-operative Society Limited are full time farmers who have
significant expertise of the dairy and agricultural industry.
William Carroll
Jer Doheny
David Farrell
Patrick Gleeson
William Carroll (aged 48) was
appointed to the Board on 26
May 2011 and has served two
full years on the Board.
Jer Doheny (aged 59) was
appointed to the Board on 29
May 2012 and has served one
full year on the Board.
David Farrell (aged 64) was
appointed to the Board on 26
May 2011 and has served two
full years on the Board.
Patrick Gleeson (aged 52) was
appointed to the Board on 24
May 2006 and has served seven
full years on the Board. He is
also a member of the Audit
Committee since 26 July 2011.
He has completed the University
College Dublin Diploma in
Corporate Governance.
Vincent Gorman
Michael Keane
Matthew Merrick
John Murphy
Vincent Gorman (aged 57) was
appointed to the Board on
27 June 2013 and has served
less than one full year on
the Board.
Michael Keane (aged 61) was
re-appointed to the Board on
29 June 2010 and has served
three full years on the Board in
the current term. He previously
served two full years on the
Board.
Matthew Merrick (aged 62) was
appointed to the Board on 9
June 2005 and has served eight
full years on the Board. He is
also a member of the Audit
Committee since 26 July 2011.
He has completed the University
College Dublin Diploma in
Corporate Governance.
John Murphy (aged 51) was
appointed to the Board on 29
June 2010 and has served
three full years on the Board.
He also sits on the National
Dairy Council Board. He has
completed the University
College Cork Diploma in
Corporate Direction.
Patrick Murphy
Eamon Power
Patrick Murphy (aged 55)
was appointed to the Board on
26 May 2011 and has served
two full years on the Board.
Eamon Power (aged 59)
was re-appointed to the Board
on 26 May 2011 and has
served two full years on the
Board in the current term.
He previously served nine full
years on the Board.
www.glanbia.com
www.glanbia.com
55
55
Governance
BoarD of DirecTorS & Senior ManaGeMenT
key matters reserved to the board
2013 Board meeting attendance
Number of full
years
on the Board
2013 meeting
attendance
Director
L Herlihy
Mn Keane
H Corbally
S Talbot
Appointed
11 September 1997
24 May 2006
9 June 1999
1 July 2009
J Callaghan
13 January 1998
W Carroll
J Doheny
D Farrell
M Garvey
D Gaynor
P Gleeson
V Gorman
P Haran
B Hayes(1)
Ml Keane(2)
J Liston
H McGuire
M Merrick
26 May 2011
29 May 2012
26 May 2011
12 November 2013
Less than 1
12 March 2013
Less than 1
24 May 2006
7
27 June 2013
Less than 1
9 June 2005
29 June 2010
29 June 2010
10 June 2002
8
3
5
11
1 June 2013
Less than 1
9 June 2005
J Moloney(3)
11 September 1997
J Murphy
P Murphy
W Murphy(4)
B Phelan
E Power(5)
29 June 2010
26 May 2011
1 June 1989
1 January 2013
26 May 2011
R Prendergast(6)
28 May 2008
K Toland(7)
10 January 2003
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7
14
4
16
2
1
2
8
16
3
2
24
1
11
5
11
11/11
11/11
11/11
11/11
11/11
11/11
11/11
11/11
2/2
10/10
11/11
6/6
11/11
5/5
11/11
11/11
6/6
11/11
9/10
11/11
11/11
5/5
11/11
11/11
5/5
0/0
(1) Resigned 5 June 2013
(2) Ml Keane was appointed to the Board in 2010 having previously served
two years on the Board.
(3) Retired 12 November 2013
(4) Retired 1 June 2013
(5) E Power was re-appointed to the Board in 2011 having previously
served nine years on the Board.
(6) Resigned 5 June 2013
(7) Resigned 5 January 2013
• Group strategy and business plans,
including responsibility for the overall
leadership of the Group;
• Approval of the Group’s strategic plan,
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;
• 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,
approval of any significant changes in
accounting policies or practices, and ensuring
maintenance of appropriate internal control
and risk management systems;
• Capital expenditure, including the annual
approval of the capital expenditure budgets
and any material changes to them in line with
the Group-wide policy on capital expenditure;
• Dividend policy, including the annual review of
our dividend policy and declaration of the
interim dividend and recommendation of the
final dividend;
• Appointment of Directors;
• Shareholder documentation, including
approval of resolutions and corresponding
documentation to be put to shareholders and
approval of all press releases concerning
matters decided by the Board; and
• Key business policies, including approval of
the remuneration and treasury policies.
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Glanbia plc 2013 Annual Report and Accounts
composition of the Board
at 4 january 2014
key responsibilities of officers
4
4
13
Non-Executive Directors
nominated by Glanbia
Co-operative Society Limited
Other Non-Executive Directors
Executive Directors
Directors Tenure on The board
at 4 January 2014
5
4
3
Less than 3 years
Between 3 and 6 years
Between 6 and 9 years
More than 9 years
The Group Chairman is responsible for
the efficient and effective working of
the Board and his particular
responsibilities include:
• Leading the Board;
• Providing accurate, timely and clear
information to the Board;
• Promoting the highest standards of
corporate governance;
• Facilitating active engagement and
challenge by the Board;
• Acting as Chairman of the Nomination
Committee;
• Conducting the annual Board
evaluation; and
• Acting as a sounding board for the
Group Managing Director.
The Senior Independent Director
supports the Group Chairman on all
governance issues and his particular
responsibilities include:
• Acting as a sounding board for the
Group Chairman;
9
• Acting as an intermediary for
other Directors;
• Conducting the annual appraisal of
the Group Chairman’s performance;
• Acting as Chairman of the Audit
Committee;
• Ensuring the views of the Non-
Executive Directors are heard; and
• Being available to shareholders.
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The Group Managing Director is
responsible for all aspects of the
operation and management of the
Group and her particular
responsibilities include:
• Leading corporate strategic decision
making and developing the Group
strategy for approval;
• Leading the Group;
• Ensuring Group policies and
procedures are followed;
• Ensuring the business complies
with relevant legislation and
regulation; and
• Overseeing investor relations.
The Group Secretary assists the
Group Chairman in promoting the
highest standards of corporate
governance and his particular
responsibilities include:
• Acting as a sounding board for
the Directors;
• Assisting the Group Chairman in
ensuring Directors receive timely
and clear information and are
equipped for robust debate and
informed decision making;
• Being a central source of guidance
and advice on policy, procedure,
governance and ethics;
• Ensuring compliance with all legal
and regulatory matters;
• Providing a high quality service to
shareholders; and
• Co-ordinating access to independent
professional advice for Directors from
time to time.
www.glanbia.com
57
Governance
Governance
BoarD of DirecTorS & Senior ManaGeMenT
Governance fraMework
Glanbia has a clear governance framework, which supports
integrated decision making and risk management. The Board
has overall responsibility for the conduct of the Group’s business,
setting of strategy and ensuring good governance practice and
systems are in place across Glanbia.
Board of Directors & secretary
Group Chairman/Vice-Chairmen,
Non-Executive Directors,
Non-Executive Directors nominated by
Glanbia Co-operative Society Limited
Executive Directors &
Group Secretary
See pages 52, 54, and 55
See page 53
Board committees
Group Management
auDiT coMMiTTee
Key activities: Review of Financial Statements
and external Auditors’ independence,
internal controls, risk management systems
and the effectiveness of internal audit.
See page 60
Group operaTinG execuTive
This group is comprised of the Executive
Directors and Group Secretary.
Key activities: Monitoring performance and
making strategic recommendations to the
Board. This forum is also the Group
Risk Committee.
See page 53
noMinaTion coMMiTTee
Group ManaGeMenT coMMiTTee
Key activities: Recommendations on
appointments to the Board, including
Group Chairman/Vice-Chairmen,
succession planning, review of the
independence and time commitment
of Non-Executive Directors.
See page 66
This group brings together the Group
Operating Executive, Business Unit
Chief Executives and Group Corporate
Development Director and has responsibility
for the delivery of Glanbia’s annual business
plan and strategic priorities.
See page 59
reMuneraTion coMMiTTee
Group Senior leaDerShip TeaM
Key activities: Review of Executive Directors’
salaries and benefits, approval of Annual
Incentive targets and Long Term Incentive
Plan share awards and review of Non-
Executive Director’s fees.
See page 70
This team includes the Group Operating
Executive, the Group Management
Committee and senior business and
functional leaders, to create alignment
and drive delivery of Glanbia’s business
plan and strategy.
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Glanbia plc 2013 Annual Report and Accounts
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Group ManaGeMenT coMMiTTee
The Group Management Committee comprises of the Executive
Directors and Group Secretary whose details are given on
page 53 plus the senior executives below:
Jim Bergin
CEO Glanbia Ingredients
Ireland Limited
Jim Bergin (B.Comm., M.Sc.
Management Practice) (aged
51) is Chief Executive of
Glanbia Ingredients Ireland
Limited, a significant associate
of the Group. He was
appointed to this role in 2012
(having previously been CEO of
Dairy Ingredients Ireland). He
worked for Glanbia between
1984 and 2012 and has held a
number of senior positions
during that time.
Colm Eustace
CEO Agribusiness
Colin Gordon
CEO Consumer Products
Raimund C. Hoenes
CEO Customised Solutions
Colm Eustace (B.Ag. Sc., C.
Dip. AF., MBA) (aged 52) is
Chief Executive of Agribusiness
since 2006. He joined the
Group in 1985 and has held
a number of senior positions
since 1997 within Agribusiness.
He is a Director of Co-
operative Animal Health
Limited.
Colin Gordon (BBS, MBS, FMII)
(aged 52) is Chief Executive of
Consumer Products since his
appointment to the Group in
2006. He previously worked
with C&C Group plc where he
held a number of senior
positions, including Managing
Director of C&C (Ireland)
Limited. Colin is currently a
member of the Consumer
Foods Board of Bord Bia and
a Director of the Marketing
Institute of Ireland.
Raimund Hoenes (Ph.D.,
M.Sc.) (aged 47) is Chief
Executive of Customised
Solutions. He joined the Group
in 2008 and was appointed
Chief Executive of Customised
Solutions in 2009. He
previously worked in a
variety of senior roles in the
ingredients sector in several
countries.
Jerry O’Dea
CEO and President Ingredient
Technologies
Tom Tench
Group Corporate
Development Director
Jerry O’Dea (B.Sc. Dy., MBA)
(age 54) is 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.
Tom Tench (aged 43) was
appointed Group Corporate
Development Director in 2013.
Tom joined the Group in 2004
with responsibility for strategy
and development for Glanbia’s
US Cheese and Global
Nutritionals businesses. Prior
to joining Glanbia, Tom worked
in the investment banking and
investment management
industries. Tom also served for
10 years as an officer in the
US military.
Paul Vernon
CEO Glanbia Cheese Limited
Jeff Williams
CEO and President US Cheese
Paul Vernon (aged 52) was
appointed to the Group
Management Committee in
December 2013 having been
Chief Executive of the Glanbia
Cheese Joint Venture since
its inception in 2000. Prior
to joining the Group in 1995
he worked for a dairy
co-operative based in Northern
Ireland and began his career
with a leading FMCG company
based in Great Britain.
Jeff Williams (B.A., MBA)
(aged 57) is President and
Chief Executive of US Cheese
and has management
responsibilities for the Group’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. He previously
worked for six years in the
banking industry.
www.glanbia.com
www.glanbia.com
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59
Governance
auDiT coMMiTTee reporT
John Callaghan, Audit Committee Chairman
“The Audit Committee
believes that a robust control
environment and effective risk
management is fundamental
to creating and preserving
shareholder value.”
Dear Shareholder,
I am pleased to present the Audit
Committee report for 2013.
During the year, the Audit Committee
devoted significant time to fulfilling its key
oversight responsibilities: reviewing the
design and implementation of the Group’s
systems of risk management and internal
control; monitoring the integrity of the
Group’s financial reporting; and assessing
the effectiveness of both the internal and
external audit processes. This involved
engaging regularly with management,
Internal Audit and the external Auditors
to ensure the information the Committee
receives is timely and accurate enabling
the Committee to discharge its
duties effectively.
As a Committee, we are determined to
ensure that management has fully
considered the risks their business areas
face, how these risks are being managed
and that residual risk exposures do not
exceed the Board’s risk appetite or
tolerance levels. In order to obtain a
deeper insight into the risks and
challenges within the respective business
areas and to provide the appropriate
constructive challenge to management,
the Committee has continued its
programme of receiving presentations
directly from Business Unit senior
management and Group function leads,
facilitating real engagement with operating
management at all levels.
The Committee has performed a detailed
review of both the financial and non-
financial information contained in the
Group’s Annual Report and is satisfied that
the report presents a fair, balanced and
understandable assessment of the
Group’s position and prospects and
provides the information necessary to
assess the Group’s business model,
strategy and performance. The Committee
is very aware of the evolving regulatory
environment and in particular the
proposed EU audit sector reforms.
While the Committee is satisfied
that the current external Auditors,
PricewaterhouseCoopers are both
independent and objective, it is conscious
that the level of non-audit fees has grown
in recent years primarily as a result of due
diligence work for potential acquisitions
and tax advisory fees. To further
strengthen auditor independence
safeguards, the Committee has taken
measures to reduce the level of non-audit
related services going forward and
effective from 2014 has substantially
reduced the provision of any new
due diligence services by
PricewaterhouseCoopers. The Committee
will keep the timing of a formal audit
tender under review in 2014 as we await
clarification of EU legislation.
On behalf of the Audit Committee
John Callaghan
Audit Committee Chairman
role of the audit committee
Key roles and responsibilities of the
Audit Committee include:
Financial reporting:
• Monitoring the integrity of the Annual
Report and half-year results, including
a review of the accounting policies
and significant financial reporting
judgements which they contain;
Risk management and internal
control systems:
• Reviewing the design and
implementation of the Group’s systems
of risk management and internal
control;
Internal Audit:
• Reviewing the Internal Audit plan,
the reports issued by Internal Audit
and the effectiveness of the Internal
Audit function;
Whistleblowing and fraud:
• Reviewing the arrangements for
employees to raise concerns, the
procedures for fraud prevention
and detection and ensuring that they
allow for investigation and appropriate
follow up;
External Audit:
• Establishing and overseeing the
Group’s relationship with the external
Auditors, including the monitoring of
their independence and expertise,
the terms of reference of their
engagement, audit and non-audit
fees, and assessing the effectiveness
of the external audit process;
• Agreeing the scope of the external
Auditors’ audit plan, including
materiality considerations;
• Reviewing the final report of the
external Auditors in respect of the key
audit findings and internal control
observations; and
• Considering and making
recommendations to the Board on the
appointment of the external Auditors.
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Governance
The Audit Committee was in place
throughout 2013.
The Committee comprises eight Non-
Executive Directors, of whom three
members constitute a quorum. Each of
these Directors is considered by the Board
to be independent in judgement and
character (see page 69 of the Nomination
Committee report). John Callaghan, the
Senior Independent Director, has been
Chairman of the Committee since 1998.
The Group Secretary acts as secretary
to the Committee. Membership of the
Committee is reviewed annually by the
Chairman of the Committee and the
Group Chairman who recommend new
appointments to the Nomination
Committee for onward recommendation
to the Board.
The terms of reference of the Audit
Committee can be found on the Group’s
website: www.glanbia.com or can be
obtained from the Group Secretary.
Set out opposite is an analysis of the
Committee’s current membership and
primary activities during 2013.
2013 Committee meeting attendance
There were four scheduled meetings of
the Audit Committee during the year
ended 4 January 2014. Attendance by the
Non-Executive Directors at these meetings
is outlined in the table below. Meetings are
typically attended by the Group Managing
Director, the Group Finance Director, the
Group Financial Controller, the Group
Head of Internal Audit and the external
Auditors. Other relevant people from the
Group’s businesses are requested to
attend certain meetings in order to provide
a deeper insight into key developments
and areas of particular risk focus.
Key matters considered by the
Committee in 2013
At our meetings during 2013 and to date
in 2014, the Committee considered,
amongst other matters, the following:
Financial reporting
• Reviewed the Group’s half-year results
and 2013 Annual Report including;
considering and challenging (where
appropriate) the Group’s accounting
policies, key judgement areas,
exceptional items, tax and pension
disclosures;
• Considered any potential indicators of
impairment to goodwill and other
intangible assets and the appropriateness
of the going concern basis in preparing
the 2013 Financial Statements;
• Reviewed reports from management
and the external Auditors on
accounting, financial reporting,
treasury and taxation issues;
• Received a report on, and performed an
assessment of the effectiveness of the
Group’s financial reporting controls and
systems of risk management and
internal control;
• Considered the Directors’ Responsibility
Statement and the principal risks and
uncertainties of the Group within
the 2013 Annual Report and the
half-year results;
• Considered the 2012 UK Corporate
Governance Code and other regulatory
updates; and
• Recommended the approval of the
Group’s half-year results and 2013
Annual Report to the Board.
Membership
Committee Chairman and
Senior Independent Director
Non-Executive Directors
Non-Executive Directors nominated
by Glanbia Co-operative Society
Limited
allocation of time
Financial reporting and
corporate governance updates
External Auditors
Risk management and internal
control systems
Internal Audit
Other
2013 Audit Committee meeting attendance
Member
J Callaghan (FCA, FIB)
L Herlihy
Mn Keane
H Corbally
P Gleeson
P Haran (B.Sc., M.Sc.)
J Liston (B.A., MBA)
M Merrick
Appointed
13 Jan 1998
8 June 2001
29 June 2010
7 July 2005
26 July 2011
9 June 2005
10 June 2002
26 July 2011
Number of full years
on the Committee
16
2013 meeting
attendance
4/4
12
3
8
2
8
11
2
4/4
4/4
4/4
3/4
4/4
4/4
4/4
For more information on members see pages 52, 54 and 55
www.glanbia.com
61
Governance
auDiT coMMiTTee reporT
Risk management and internal
control systems
• Received Group key risk summary
presentations tracking residual risk
exposures and assessed management
action plans to ensure the Board’s risk
appetite and tolerance levels were
not exceeded;
• Considered the current risk
management process and deemed
it effective in relation to identifying,
assessing and monitoring Group risks;
• Received a presentation from the Group
food safety leads outlining Group
reporting lines, the operation, results
and actions arising from the bi-annual
Glanbia Quality System review and plans
to enhance risk management tools;
• Received a presentation on the Glanbia
Risk Management System, an
independent measurement of Group-
wide operational and risk management
procedures;
• Received a presentation from the Group
Head of IT and Business Services which
considered IT risks and controls, recent
IT developments and progress against
the IT rollout plan; and
• Reviewed the strategy to drive benefits
from the Global Business Services
delivery model.
Internal Audit
• Held a private review meeting with the
Head of Internal Audit;
• Received a presentation covering team
development, progress against the audit
plan, improvements implemented to
address control weaknesses identified,
risk management practices and
whistleblowing procedures;
• Considered and approved the Internal
Audit workplan; and
• Considered the effectiveness of the
Internal Audit function, adequacy of
resources, experience and expertise
and deemed all to be satisfactory.
Whistleblowing and fraud
• Considered the Group’s arrangements
for its employees to raise concerns, in
confidence, about possible wrong doings
in financial reporting and other matters;
• Considered the Group’s procedures for
fraud prevention and detection to
ensure that these arrangements allow
for the proportionate and independent
investigation of such matters and
appropriate follow up action; and
• Deemed the current procedures were
adequate but would be examined
further in 2014.
External Auditors
• Held a private review meeting with
the audit partner;
• Reviewed the report from the Auditors
regarding their findings in respect of
the half-year review and the 2013 audit
and a summary of internal control
observations, including observations
in respect of IT controls;
• Assessed the effectiveness of the
Auditors, reviewed the proposed
audit fee, the level of non-audit
services provided and the Auditors’
independence;
• Considered the appropriateness
of the re-appointment of the Auditors
to the Board;
• This consideration included a review of
external audit tendering requirements
and the approval of the rotation of
audit partner on the completion of the
five year term to ensure independence
is maintained in line with the Accounting
Practices Board (“APB”) Ethical
Standards; and
• Considered the external audit plan and
review of corporate reporting updates.
Review of Audit Committee performance
• Considered the Committee’s
performance which was deemed
effective, Committee members’
independence and recent and relevant
financial expertise, all of which were
deemed appropriate;
• The Board agreed to the Committees
recommendations to adjust it’s terms of
reference to reflect the evolving
regulatory framework and corporate
governance code updates.
2013 Significant financial reporting
judgements and disclosures
The Audit Committee reviewed the
effectiveness of the process undertaken
by the Directors to evaluate going
concern, including the analysis supporting
the going concern statement and
disclosures in the Financial Statements.
The Committee was satisfied that a robust
assessment had been made, further detail
in respect of which is given within the
Statement of Compliance with the UK
Corporate Governance Code (2012) and
the Irish Corporate Governance Annex
on page 93.
The Audit Committee assessed whether
suitable accounting policies have been
adopted and whether management has
made appropriate estimates and
judgements in the preparation of the 2013
Annual Report. As part of this exercise the
Committee reviewed accounting papers
prepared by management which provide
the supporting detail for the key areas of
financial judgement.
The primary areas of financial reporting
judgement and disclosure which were
considered by the Committee in relation
to the 2013 Financial Statements and how
these were addressed are outlined on the
following page:
62
Glanbia plc 2013 Annual Report and Accounts
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2013 Significant financial reporting judgements and disclosures
Impairment review of
goodwill and intangibles
Pension disclosures and
key assumptions
How the Audit Committee addressed these matters
• The Committee recognises that goodwill and intangible asset impairment reviews involve
a range of judgemental decisions largely related to the assumptions used to assess the value in
use of the assets being tested. These assumptions typically include long term business and macro
economic projections, cashflow forecasts and associated discount rates;
• Detailed reports to support the recoverable value of the balances included in note 15
to the Financial Statements were received from management and considered by the Committee.
This included examining the methodology applied including ensuring the discount rates used are
within an acceptable range;
• The Committee constructively challenged assumptions used to support short and long term
projections, including consideration of different scenarios and key assumptions used within the
respective reviews;
• The Committee considered input received from both the Internal and external Auditors; and
• Following these discussions, the Committee is satisfied that the impairment review approach, key
assumptions and conclusions are appropriate and the disclosures in respect of the impairment
reviews as set out in note 15 to the Financial Statements are accurately stated.
• The Group operates a number of post employment defined benefit retirement schemes.The
pension costs and liability calculations in respect of the defined benefit retirement schemes are
calculated and determined by independent actuaries;
• The Committee recognises the inherent uncertainties surrounding the financial assumptions
adopted in defined benefit retirement scheme valuations, particularly in relation to discount rate,
price inflation and mortality assumptions;
• The Committee assessed the estimated impacts on plan valuations resulting from changes to the
key actuarial assumptions;
• The Committee discussed the appropriateness of the assumptions used with the external Auditors,
who had indicated in their audit plan that this was an elevated audit risk area;
• The Committee also reviewed the gain arising during the year from revisions to the Group’s pension
arrangements for two smaller Irish defined benefit schemes to ensure that both were correctly
recognised in the Financial Statements; and
• Following discussion with management and the external Auditors, the Committee is satisfied that the
accounting and disclosures in respect of the defined benefit retirement schemes are appropriate.
Further details on the pension schemes are given in note 28 to the Financial Statements.
Tax provisions
• The Committee review focused on the key judgements in relation to the calculation
of the year end tax provisions and the respective tax charge;
• The Committee received an analysis of movements in the tax provisions over the financial
year and sought an update from management on the outcome of any tax authority reviews
conducted during the financial period;
• The Committee discussed the key assumptions underlying the provisions and reviewed external
professional advice obtained to support the year end provisions;
• The Committee discussed the basis of and appropriateness of the provisions with the external Auditors;
and
• Following these enquiries, the Committee is satisfied that the key assumptions governing the
calculation of tax provisions within the Financial Statements are appropriate.
www.glanbia.com
63
Governance
auDiT coMMiTTee reporT
External Auditors’ review
During the year, the Committee agreed the
approach and scope of the annual audit
work to be undertaken by the external
Auditors, which included planned levels of
materiality, key risks to the accounts
including fraud risks, confirmation of
auditors’ independence, the proposed
audit fee, the Group’s processes for
disclosing information to the Auditors and
the approval of the terms of engagement
for the audit. The Committee also
discussed the recent corporate
governance updates and the amendments
required to the format of the Independent
Auditors’ report. The Committee ensured
that the external Auditors had direct
access to the Chairman of the Committee
and the Group Chairman. It is standard
practice for the external Auditors to meet
privately with the Audit Committee on at
least an annual basis without any
members of management or the Executive
Directors being present. This was held
following the 2012 audit process and
again in March 2014 following the
completion of the 2013 audit.
Independence of our external Auditors
In order to ensure the independence and
objectivity of the external Auditors, the
Committee maintains and regularly
reviews the Group’s Auditors’ Relationship
and Independence Policy. This policy
provides clear definitions of services that
PricewaterhouseCoopers cannot provide,
such as financial information systems
design and implementation, internal audit
services or legal services. The policy
also recognises that certain work of a
non-audit nature may be best
undertaken by the external Auditors.
PricewaterhouseCoopers may only
provide non-audit services provided that
any individual service to be undertaken by
the external Auditors, to a value in excess
of the established threshold, does not
impair their independence and is
approved in advance by the Chairman
of the Committee.
As part of the independence review
process, the external Auditors are
requested to formally confirm their
independence in writing to the Committee.
This confirmation process also provides
examples of safeguards that may, either
individually or in combination, reduce any
independence threat to an acceptable
level. While their appropriateness depends
on the specific circumstances involved
in the provision of the service they will
always include:
• ensuring that the external Auditors
do not make any management
decisions; and
• ensuring the individuals involved in
providing the non-audit service are not
members of the audit engagement team.
Non-audit services
The Committee performs an annual
review of the schedule of non-audit
services authorised and the level
of fees paid. Fees paid to
PricewaterhouseCoopers for audit
related and non-audit related services
are analysed in note 6 to the Financial
Statements and a trend analysis is
provided in the table below.
percenTaGe of STaTuTory auDiT
anD oTher aSSurance ServiceS
verSuS Tax aDviSory anD oTher
non-auDiT ServiceS
2013
43%
2012
56%
2011
50%
57%
44%
50%
0%
50%
100%
Statutory audit and other assurance services
Tax advisory and other non-audit services
The primary non-audit related services
provided by PricewaterhouseCoopers
during the year were in respect of due
diligence work for potential acquisitions
and broader Group tax consulting advice.
PricewaterhouseCoopers were considered
to be best placed to provide these
services and the Committee reviewed
the steps to ensure that these non-audit
services would not impair their
independence.
The Committee is conscious that the
ratio of non-audit fees to audit fees is high,
and in order to prevent any perceived or
actual impact to the external Auditors’
independence, we have implemented
further restrictions on the type of services
that may be provided by the external
Auditors in the future. These restrictions
include substantially eliminating any further
involvement in due diligence projects that
commenced post January 2014 and
reducing the threshold for approving
non-audit services in advance by the
Chairman of the Committee from
€100,000 to €50,000. The Committee has
also requested the Group Finance Director
to present an analysis of audit and other
assurance services versus non-audit
services and a schedule of accompanying
non-audit fees for its review on a
quarterly rather than annual basis
from 2014 onwards.
Audit appointment, tendering and
independence
The Committee considers the
performance of the external Auditors,
including the rotation of the audit partner,
each year and also assesses their
independence on an ongoing basis.
In line with the APB Ethical Standards,
the external Auditors are required to rotate
the audit partner responsible for the Group
audit every five years. The current audit
engagement partner was appointed as
lead engagement partner for the Group in
2013 following the rotation of the previous
partner on the completion of her five year
term. The Committee believes that rotation
ensures a fresh review without sacrificing
industry knowledge.
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Glanbia plc 2013 Annual Report and Accounts
• Receiving details of any relationships
between the Group and
PricewaterhouseCoopers that may
have a bearing on their independence
and receiving written confirmation from
the external Auditors that they are
independent of the Group;
• Monitoring the independence of the
audit team versus best practice and
regulatory guidelines;
• Reviewing the quality and scope of the
audit planning process, in particular how
responsive the external Auditors have
been to changes in our business;
• Reviewing the significant audit risks and
elevated audit risks identified in the audit
planning process and the Auditors’
proposal to audit these risks;
• The level of understanding demonstrated
of the Group’s business and industry;
• The quality of reports, including the
content of the management letter,
provided to the Audit Committee
and the Board;
• The level of challenge provided by the
external Auditors’ to management on
judgemental areas such as impairment
assessments or tax and legal provisions;
and
• Performing a review of the audit fee
based on value received and versus
peer companies.
Based on the Committee’s ongoing
assessment of the external Auditors’
performance and the quality of the audit
partner’s interaction with the Committee,
the Committee remains satisfied with the
effectiveness and efficiency of the audit
process and the independence of the
external Auditors. The Committee has
therefore not considered it necessary to
require the audit to be put out to tender in
respect of the year to 4 January 2014 but
will keep this position under review in line
with its responsibilities under the terms of
reference, the audit tendering provisions in
the Code, FRC guidance, Competition
Commission findings and proposed EU
reforms. There are no contractual or
similar obligations restricting the Group’s
choice of auditors. The Committee is very
supportive of the recent and proposed
amendments which will be considered
further in 2014. The Committee considers
it essential that a major international
Group, such as Glanbia, ensures that the
tendering of the external audit is well
planned to enable the Group to comply
with regulatory and best practice
requirements as well as ensuring an
effective and efficient ongoing external
audit service.
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PricewaterhouseCoopers have been the
Group’s Auditors since the merger of
Avonmore Foods plc and Waterford Foods
plc in September 1997 (16 years). Section
160(2) of the Companies Act, 1963
provides that the auditor of an Irish
company shall be automatically re-
appointed at a company’s annual general
meeting unless the auditor has given
notice in writing of his unwillingness to
be re-appointed or a resolution has been
passed at that meeting appointing
someone else or providing expressly
that the incumbent auditor shall not be
re-appointed. In this respect, Irish
company law differs from the requirements
that apply in other jurisdictions, for
example the UK, where auditors of a
public company must be re-appointed
annually by shareholders at the
annual general meeting. The Auditors,
PricewaterhouseCoopers, have indicated
that they are willing to continue in office.
Accordingly, the Directors have not
proposed a resolution to re-appoint
PricewaterhouseCoopers as such a
resolution can have no effect in Ireland.
The Committee has noted the audit
tendering recommendations contained
in the 2012 edition of the UK Corporate
Governance Code, the recent findings
of the Competition Commission, the
Guidance for Audit Committees issued
by the Financial Reporting Council (‘FRC’)
and the EU Audit Reform Framework
proposals; particularly in the context of
potential mandatory rotation of audit firms
and the prohibition or cap of non-audit
services. While the Group has not formally
tendered the audit since the merger date,
the Committee performs an annual review
of the effectiveness of the external audit
process by using a number of measures,
including, but not limited to:
www.glanbia.com
65
Governance
noMinaTion coMMiTTee reporT
Dear Shareholder,
I am pleased to present the Nomination
Committee report for 2013.
2013 was another year of change for the
Board. Siobhán Talbot succeeded John
Moloney as Group Managing Director
having been appointed as Group
Managing Director Designate in June
2013. John retired from the Board in
November 2013. We appointed three new
Executive Directors, Brian Phelan, Hugh
McGuire and Mark Garvey, and two new
Non-Executive Directors, Donard Gaynor
and Vincent Gorman. Biographies of all
members of the Board can be found on
pages 52 to 55.
Reflecting the new reporting structure for
the Group, we announced new
organisational changes, effective 1 June
2013. Hugh McGuire, Chief Executive
Officer of Global Performance Nutrition
was appointed as an Executive Director
and Brian Phelan (an existing Executive
Director since 1 January 2013) was
appointed as Chief Executive Officer of
Global Ingredients, thereby enhancing the
alignment of the Board with our business
priorities.
We saw the retirement of Billy Murphy,
Brendan Hayes and Robert Prendergast
as Non-Executive Directors. Additionally,
Jerry Liston has indicated he will not seek
re-election at the forthcoming Annual
General Meeting (AGM). Donard Gaynor
will take over as Chairman of the
Remuneration Committee following
Jerry’s retirement.
The Nomination Committee continues to
work with the Board to enhance corporate
governance processes. During the year
we commissioned an independently
facilitated Board evaluation conducted by
Karl Croke of Board Works, who has no
other connection to Glanbia. Board Works
is a leading Board advisory company that
acts for many of the largest organisations
in Ireland, the UK and the USA. Clients
include public and private companies,
multinationals, private, professional
services and state companies.
The outcome of the evaluation and
recommendations are set out on page 50.
Non-executive succession, recognising
the ability of Glanbia Co-operative Society
Limited to nominate up to 14 of our 18
Non-Executive Directors, remains a key
focus for the Committee for 2014. A
detailed process, which will be
independently supported, is currently
underway to ensure the Board has the
appropriate skills and experience to manage
the challenges to the Group. This will be in
line with our new policy on Independent
Non-Executive Directors approved in 2014
and explained on page 68.
Further details about the role of the
Nomination Committee may be found in
the following pages. I am available at any
time to discuss with shareholders any
concerns which they wish to raise.
On behalf of the Nomination Committee
Liam Herlihy
Nomination Committee Chairman
consumer goods (“FMCG”)
experience, culminating in the
appointment of Donard Gaynor as
a Non-Executive Director;
• Considered the nomination by Glanbia
Co-operative Society Limited (the
“Society”) of Vincent Gorman as
Non-Executive Director; and
• Considered and approved
• After the year-end, considered the
recommendations regarding the
Group’s organisational structure,
culminating in the appointment of
Hugh McGuire, Chief Executive Officer
of Global Performance Nutrition as an
Executive Director and the
appointment of Brian Phelan (an
Executive Director since 1 January
2013) as Chief Executive Officer of
Global Ingredients;
outcome of the externally facilitated
Board evaluation when discussing the
effectiveness of the Non-Executive
Directors seeking re-election at the
2014 AGM.
Liam Herlihy, Group Chairman and
Nomination Committee Chairman
“ We have secured important
appointments and changes to
the composition of the Board
during 2013. We will continue
to ensure the Board has the
right skills and experience to
meet the challenges and
opportunities to the Group.”
our highlights
• Following the retirement of
John Moloney from the Board,
we recommended the appointment
of Siobhán Talbot as Group
Managing Director;
• Considered the implications of
Siobhán Talbot’s appointment as
Group Managing Director and
implemented a search to identify a
successor for her as Group Finance
Director, resulting in the appointment
of Mark Garvey;
• Considered the composition
and balance of the Board and the
requirement for an independent
candidate with appropriate
international and fast moving
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Membership
Group Chairman
Non-Executive Directors
allocation of time
Board and Committee composition
Succession planning
Board effectiveness
Other
Governance
The Committee was in place throughout
2013. Liam Herlihy, the Group Chairman,
has been Chairman of the Committee
since 2008.
The Committee comprises four Non-
Executive Directors, of whom two
members constitute a quorum. 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 meetings of the Committee
as required and such meetings will
accordingly be chaired by the Senior
Independent Director, John Callaghan.
Key responsibilities
• Making recommendations to the Board
on the appointment and re-appointment
of Directors;
• Planning for the orderly succession of
new Directors to the Board;
• Keeping 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
respectively; and
• Keeping 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 Group’s website: www.glanbia.com
or can be obtained from the Group
Secretary.
Activities during 2013
The principal activities undertaken by the
Committee in 2013 are as follows.
Appointment of new
Group Managing Director
The Committee led the process for the
appointment of Siobhán Talbot as the new
Group Managing Director following the
notification to the Board by John Moloney
that he wished to retire as Group
Managing Director. Strong succession
planning processes within the Group had
identified Siobhán as an appropriate
candidate. Over the last number of years,
the Group has given increased focus to
leadership development through robust
succession planning and has strengthened
our performance management culture.
Our systems are designed to ensure key
talent is identified and developed and that
the right organisational capability exists to
deliver on both the Business Unit strategic
imperatives and the Group’s overall
strategy.
The Committee was satisfied that Siobhán
was the person most appropriate to fill the
role of Group Managing Director having
regard to the depth of knowledge and
experience she possesses of the Group
and our industry in general. Siobhán was
appointed Group Finance Director and to
the Board of Glanbia in 2009. She brings a
wide range of operational, financial and
strategy experience to her new role.
Siobhán joined the Group in 1992,
became a member of the Group Operating
Executive in 2000, was appointed Deputy
Finance Director in 2005 and her role
encompassed responsibility for Group
strategic planning until the end of 2012.
The appointment of Siobhán as Group
Managing Director was recommended to
the Board on 21 May 2013 and she was
appointed as Group Managing Director
Designate on that date, effective 1 June
2013 and Group Managing Director on 12
November 2013.
The Committee did not use an external
search consultancy or open advertising
for the appointment of Siobhán as
it was not deemed necessary.
2013 Nomination Committee meeting attendance
Member
L Herlihy
J Callaghan
P Haran
J Liston
Appointed
5 June 2008
8 June 2001
9 June 2005
10 June 2002
Number of full years
on the Committee
5
2013 meeting
attendance
5/5
12
8
11
5/5
5/5
5/5
For more information on members see pages 52 and 54
www.glanbia.com
67
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noMinaTion coMMiTTee reporT
Appointment of new
Group Finance Director
Following the appointment of Siobhán
Talbot as Group Managing Director
Designate, a process was initiated to
appoint a new Group Finance Director.
We worked with external consultants,
Amrop Strategis, defining our requirements
and reviewing prospective internal and
external candidates. Amrop Strategis does
not have any connection with the Group.
We managed a thorough orderly search
(which included the preparation of a
description of the role and capabilities
required and preparation of a short-list
of candidates) and a detailed interview
and evaluation process. The appointment
of Mark Garvey was recommended to,
and approved by, the Board on 12
November 2013.
Mark joined Glanbia from Sara Lee
Corporation where he was Executive Vice
President and Chief Financial Officer until
2012. Sara Lee, a leading global food and
beverage company with operations in over
40 countries, was reorganised in 2012 as
two separate listed companies - DE
Master Blenders and Hillshire Brands - a
decision which Mark facilitated and
executed with the Sara Lee Board. Since
1995, Mark held a number of senior
finance roles in the Sara Lee organisation
in the USA and Europe including Chief
Financial Officer (CFO) of Sara Lee North
America with revenue of $6 billion and
Group CFO of Sara Lee International with
revenue of $8 billion. Prior to Sara Lee,
Mark worked with Arthur Andersen in
Ireland and the USA as a Manager in
various audit and advisory roles. Mark
brings a wealth of international, industry,
regulatory and finance experience to his
new role in Glanbia.
New organisational changes effective
1 June 2013 and appointment of new
Executive Directors
Prior to the announcement by the Board of
the new organisational changes in May
2013 effective 1 June 2013, the Committee
carefully considered the qualifications
required to lead the two key growth
platforms of the Group and the implications
for the composition of the Board of
Directors. The Committee recommended
that the new organisational roles be
represented on the Board of Directors
thereby getting their input into decision
making and gaining the additional Board
level visibility which comes from having
these Executives as part of the Board of
Directors. The appointments of Hugh
McGuire, Chief Executive Officer of Global
Performance Nutrition as an Executive
Director and Brian Phelan, an existing
Executive Director (since 1 January 2013)
as Chief Executive Officer of Global
Ingredients into new organisational roles
reflects the fact that today Glanbia has two
well established growth platforms that
cover both business-to-consumer and
business-to-business nutritional products
and solutions.
Hugh McGuire joined the Group in 2003
and has been Chief Executive Officer of
Performance Nutrition since 2008. Brian
Phelan, who was appointed to the Board
on 1 January 2013, was previously Group
Development & Global Cheese Director
and joined the Group in 1993.
The Committee did not use an external
search consultancy or open advertising for
the appointment of Brian or Hugh as it
was not deemed necessary.
Appointment of new Non-Executive
Directors of the Company
During 2012, the Committee considered
the composition of the Board and
concluded that it was an appropriate time
to appoint a Non-Executive Director with
international experience and steps were
initiated in a search for an appropriate
candidate. This involved interviews/
meetings with members of the Committee
and a comprehensive review exercise
including satisfying itself as to the
candidate’s independence. A
recommendation was made to the Board
of Directors on 12 March 2013 and the
Board approved the appointment of
Donard Gaynor as a Non-Executive
Director, effective 12 March 2013.
During 2013, the Committee recommended
the appointment of a new Non-Executive
Director, Vincent Gorman to the Board.
The Committee noted his nomination
by the Society and the experience
and suitability of Vincent and
recommended his appointment to
the Board of the Company. This was
subsequently approved by the Board
on 27 June 2013.
The Committee did not use an external
search consultancy or open advertising for
the appointment of Donard or Vincent as it
was not deemed necessary.
Policy for appointment of new
independent Non-Executive Directors
The Board is conscious of the importance
of planned succession of independent
Non-Executive Directors. The Company
has adopted a formal policy with respect
to the appointment of new independent
Non-Executive Directors (other than those
appointed by Glanbia Co-operative
Society Limited). Our policy is that any
new independent Non-Executive Directors
will be appointed for an initial three year
term, subject to re-appointment by
shareholders at each Annual General
Meeting and should expect to serve no
more than three successive three year
terms i.e. a maximum of nine years.
All new independent Non-Executive
Directors and any re-appointment will be
subject to a rigorous review by the
Nomination Committee after the initial
three year period and annually after six
years. The Board is engaged in an orderly
programme of retirement and appointment
to bring the composition of new
independent Non-Executive Directors
in line with this policy.
Regular matters
A number of regular matters were
considered by the Committee in
accordance with its terms of reference,
details of which are set out below:
Re-election of Directors
The Committee continued to be of the
view that, in line with best practice, all
Directors should be re-elected to the
Board at the Company’s AGM. However,
having regard to notice to the Company
from the Society that Brendan Hayes and
Robert Prendergast would cease to be
Directors of the Society from its first
Directors’ meeting following its 2013 AGM,
it recommended to the Board, in these
circumstances, that Brendan Hayes and
Robert Prendergast should not be put
forward for re-election at the 2013 AGM
and all remaining Directors of the Board
be put forward for re-election by the
shareholders of the Company at the
2013 AGM.
All of the Non-Executive Directors are
seeking re-election at the 2014 AGM,
with the exception of Jerry Liston who
has indicated his intention to retire at the
commencement of the AGM. The
Committee is satisfied that the
backgrounds, skills, experience and
knowledge of the Company and the Group
of the continuing Directors collectively
enables the Board and its Committees to
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Glanbia co-operative Society limited – right to nominate 14 of the company’s Directors
The Society currently owns 41.3% of
the issued share capital of the
Company. During 2012, the Society
and the Board agreed the following
changes, which will impact the
composition and size of the Board in
the coming years:
• for the years 2014 to 2015
(inclusive) the number of
Society Nominee Directors on
the Board will continue to be up
to 14 members;
• for 2016 and 2017, the number of
Society Nominee Directors on the
Board will reduce to 10 members;
• for 2018 and subsequent years
the number of Society Nominee
Directors on the Board will reduce to
eight members;
• the Group Chairman of the Company
will be a Society Nominee until
2020; and
• up to eight of the Directors on the Board
will be composed of Executive Directors
and Non-Executive Directors who are
independent of the Society.
In addition, if the number of Non-Society
Nominees on the Board changes, the
number of Society Nominees on the
Board set out opposite will change on a
pro rata basis. Further if the Society’s
shareholding in the Company falls below
40% of the issued share capital,
discussions will take place regarding a
further reduction in the size of the
Society’s representation on the Board.
Co-operative Limited, and farms
at Headborough, Knockanore, Tallow,
Co. Waterford, but the Committee and
the Board consider that this does not
interfere with the discharge of his duties
to the Group.
Review of Nomination
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 that it
has met its terms of reference.
Diversity
The Committee at the current time has not
agreed to set a specific female Board
member quota. Appointments to the
Board, having regard to the right of the
Society to nominate up to 14 of the 22
Directors, and throughout the Group will
continue to be based on the diversity of
contribution and required competencies,
irrespective of gender, age, nationality or
other personal characteristics.
discharge their respective duties and
responsibilities effectively. This was
supported by the formal performance
evaluation of the Board conducted by
Karl Croke of Board Works, the outcome
and recommendations of which are set
out on page 50.
We believe that sufficient biographical
and other information on those Directors
seeking re-election is provided in this
Annual Report and Financial Statements
to enable shareholders to make an
informed decision.
Review of Non-Executive Directors’
independence in accordance with
the guidance in the UK Corporate
Governance Code (2012) and the
ISE Annex (the ‘Codes’).
The Committee reviewed the
independence of Non-Executive Directors
in accordance with the guidance in the
Codes. The guidance in the Codes
suggests that a number of factors could
be relevant to the determination of a
Non-Executive Director’s independence
including: representing a significant
shareholder, former service as an
executive and extended service to the
Board. However, the Codes also make it
clear that a director may be considered
independent notwithstanding the presence
of one or more of these factors. This
reflects the Board’s view that
independence is determined by a
Director’s character and judgement.
The Committee concluded that,
throughout the reporting period, all
Non-Executive Directors demonstrated the
essential characteristics of independence
and brought independent challenge and
deliberations to the Board through their
character, objectivity and integrity. This
conclusion was presented to and agreed
with the Board.
The Committee acknowledged that:
• John Callaghan had served on the
Board for 16 full years;
• Jerry Liston had served on the Board for
11 full years; and
• 13 of the Non-Executive Directors are
nominated by the Board of the Society,
for appointment to the Board of the
Company, of whom Liam Herlihy,
Henry Corbally and Eamon Power
had each served as a Director for nine
years or more.
Review of the time required
from a Non-Executive Director
The Committee assessed the time
dedicated to the Company and the Group
by each Non-Executive Director. This
review also considered the extent of the
Non-Executive 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 Group Chairman and each of the
Non-Executive Directors commit sufficient
time to the fulfilment of their duties as
Group Chairman and Directors of the
Company respectively. The Group
Chairman is a Director of Irish Dairy Board
www.glanbia.com
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Jerry Liston, Remuneration
Committee Chairman
“ The remuneration strategy
is to ensure management
are competitively rewarded
for the consistent generation
of shareholder value.”
Dear Shareholder,
I am pleased to present the Remuneration
Committee report for 2013.
The Group has delivered another strong
performance in 2013 building on the
momentum of recent years, achieving for
the fourth successive year double digit
increases in adjusted earnings per share
on a constant currency basis.
A key link exists between our performance
and our Executive Directors’ variable
remuneration which consists of an Annual
Incentive and a Long Term Incentive Plan.
The Annual Incentive is based on a
combination of personal objectives,
year-on-year growth in annual adjusted
earnings per share (“EPS”) on a constant
currency basis, which grew by 11.9% and
a closing debt/adjusted EBITDA ratio, the
closing ratio achieved was 1.7 times.
Additionally, all Executive Directors
achieved their personal objectives. As a
result, the Executive Directors were
awarded an Annual Incentive equal to
108% of Base Salary of which 75% will be
paid in cash with the balance of 33%
deferred into shares deliverable in two
years, subject to a claw back condition.
Share awards under the 2008 Long Term
Incentive Plan (“2008 LTIP”) in respect of
performance in the three year period to 4
January 2014 are based on growth in
annual adjusted EPS on a reported basis
and the Group’s relative total shareholder
return (“TSR”) measured against a peer
group of 13 other international food and
nutritional companies. The performance
conditions have been independently
verified by external advisers on behalf of
the Committee. The outcome for annual
adjusted EPS is set out on page 80 and
shows that actual performance (13.36%)
exceeded maximum expected
performance under the 2008 LTIP (9.84%).
Over the last three years TSR performance
has delivered an increase of 240.58%,
placing Glanbia in the top quartile of its
comparator group. As a result share
awards granted to Executive Directors,
under the 2008 LTIP in 2011, will vest in
full. This is the second consecutive year
for which share awards will vest in full.
The tables on page 78 set out a summary
of remuneration earned by Executive
Directors in respect of performance for
2013 and those share awards which will
vest with Executive Directors in respect
of performance in the three year period to
4 January 2014.
The remuneration policy for 2014 remains
unchanged from 2013. The salaries for
Siobhán Talbot, Brian Phelan and Hugh
McGuire were reviewed with effect from 1
October 2013 (Siobhán) and 1 June 2013
(Brian and Hugh) to take into account
changes to their roles during the year.
Details of the changes in their roles are set
out in the Nomination Committee report.
Mark Garvey’s salary was set on
appointment to the Board.
Glanbia reviewed its remuneration policy
and plans in 2011 and with shareholder
approval implemented changes to its long
term incentive arrangements in 2012. In
line with our existing policy, that review has
established the three year remuneration
policy. We intend to review again our
remuneration policy and practices in 2014
and the policy and any changes will be put
to shareholders for their support in 2015.
The 2012 Remuneration report received a
97% approval of votes cast at the 2013
Annual General Meeting (“AGM”) (please
see detailed results on page 82) and I
thank you for your continued support.
our highlights
• Consideration and approval of the
remuneration arrangements for Siobhán
Talbot following her appointment as
Group Managing Director;
• Consideration and approval of the
remuneration arrangements for Hugh
McGuire and Brian Phelan and other
senior managers following the
restructuring of the Group;
• Consideration and approval of the
remuneration arrangements for Mark
Garvey on his appointment as Group
Finance Director;
• Review of the outcomes for Business
Unit and personal targets under the
Annual Incentive scheme for the Group
Operating Executive and the Business
Unit CEOs for 2012 and approval of
the payment of such Annual Incentives
including the level of deferral;
• Review and approval of General
Investment Measures (GIM) for share
awards granted in 2013 under the
2008 LTIP;
• Review and approval of the vesting
level for share awards granted in 2010
under the 2008 LTIP including
performance testing;
• Review and approval of all share
awards made under the 2008 LTIP
taking into account the total value of
share awards under the 2008 LTIP;
• Review and approval of all Executive
Directors’ Annual Incentive objectives
for 2014;
• Review of Executive Director
shareholding guidelines and
achievement of these for each
Executive Director; and
• Review of the UK disclosure
requirements and the Company’s
voluntary implementation of many of
the requirements in these regulations.
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Glanbia plc 2013 Annual Report and Accounts
Glanbia is mindful that it is an Irish
incorporated company with a dual listing,
with a primary listing on the Irish Stock
Exchange and a secondary listing on the
London Stock Exchange. Our approach is
that the remuneration report should
reference best disclosure practice in both
Ireland and the UK. 2013 saw the
publication of wide reaching proposals on
the subject of remuneration in the UK by
the Department for Business, Innovation
and Skills (the “UK disclosure
requirements”). As an Irish company,
Glanbia plc is not subject to the UK
disclosure requirements. This report
however voluntarily includes many of these
new disclosure requirements on directors’
remuneration where it is helpful to support
and explain our approach and policy. The
report is now split into a Policy section,
which deals with our remuneration policy
going forward, and an Implementation
section, which deals with payments to
Directors in the year.
We believe that our current remuneration
structure supports shareholder value
creation, is aligned to our key strategic
imperatives and through this report is
transparent. This report is designed to be
clear and concise, to meet regulatory
requirements and, above all, to provide
you with information to demonstrate the
alignment of remuneration with the
Group’s performance.
More details of the work of the
Remuneration Committee follows and I
hope you find it helpful in understanding
our remuneration policy and payment.
I will retire as a Director at the forthcoming
AGM and I am pleased to advise that
Donard Gaynor will succeed me as
Chairman of the Remuneration Committee
and I would like to wish him and the Group
continued success.
On behalf of the Remuneration Committee
Key responsibilities
• Determine and agree with the Board
the framework or broad policy for
remuneration of the Non-Executive
Directors, the Executive Directors and
other senior executives as required;
• Determine, within the agreed policy,
individual total compensation packages
for the Non-Executive Directors, the
Executive Directors and other senior
executives as required;
• Recommend to the Board any
employee share-based incentive
schemes and any performance
conditions to be used for such
schemes; and
• Consider and approve Executive
Directors’ and other senior executives’
total compensation arrangements
annually.
The full terms of reference of the
Remuneration Committee can be
found on the Group’s website:
www.glanbia.com or can be
obtained from the Group Secretary.
Governance
The Committee was in place throughout
2013. Jerry Liston has been Chairman of
the Committee since 2002.
The Remuneration Committee comprises
six Non-Executive Directors, of whom
three members constitute a quorum.
The Group Managing Director and the
Group Human Resources Director attend
Committee meetings by invitation only.
They absent themselves when their
remuneration is discussed and no Director
is involved in considering his/her own
remuneration. The Group Secretary acts
as secretary to the Remuneration
Committee.
Jerry Liston
Remuneration Committee Chairman
2013 Remuneration Committee meeting attendance
Member
J Liston
L Herlihy
Mn Keane
H Corbally
Appointed
10 June 2002
8 June 2001
29 June 2010
26 July 2011
J Callaghan
13 January 1998
P Haran
9 June 2005
Number of full years
on the Committee
11
2013 meeting
attendance
4/4
12
3
2
16
8
4/4
4/4
4/4
4/4
4/4
For more information on members see pages 52 to 54
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Membership
Non-Executive Chairman
Non-Executive Directors nominated by
Glanbia Co-operative Society Limited
Non-Executive Directors
allocation of time
Framework and policy
Total compensation package
Annual incentive
Long Term Incentive Plan
Other
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71
Governance
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Advice and assistance to the
Remuneration Committee
The Remuneration Committee receives
independent external advice from Towers
Watson, remuneration consultants, in
respect of remuneration policy, pay
positioning and best practice. Towers
Watson is a member of the Remuneration
Consultants Group (RCG) and adheres to
the RCG Voluntary Code of Conduct in
relation to executive remuneration
consulting (which was originally published
in 2009 and is reviewed biennially). The
Committee is satisfied that the advice
provided on executive remuneration is
objective and independent and that no
conflict of interest arises as a result of
other services. Towers Watson fees for
advising the Committee during the year
were €12,185.
Legal advice to the Remuneration
Committee is also provided by Arthur Cox,
who also provide other legal services to
the Group. The Remuneration Committee
also receives assistance and advice on
remuneration policy, when required, from
Group Human Resources.
SecTion a:
DirecTorS’ reMuneraTion
policy reporT
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 by growing and developing
the business. Performance related
elements of remuneration are designed to
form an appropriate portion of the overall
remuneration package of Executive
Directors. These link remuneration to
Group performance and individual
performance, whilst aligning the interests
of Executive Directors with those of
shareholders.
This framework is applied, as far as
possible, to all senior executives to
create a consistent global approach to
remuneration aimed at driving sustainable
performance by providing a competitive
benefits package.
The principles and policy are also applied,
as far as possible, across the Group below
senior executive level, taking account of
seniority and local market practice. It is our
aim to ensure that our remuneration
arrangements are fully aligned with our
approach to risk management.
Our remuneration strategy and policies
focus on using remuneration to facilitate
the implementation of a successful
corporate strategy that delivers superior
earnings growth and total shareholder
returns for our shareholders over the long
term by attracting, retaining and motivating
high quality and committed people who
are critical to sustain the future
development of the Group.
We seek to:
• create a consistent global approach to
remuneration by applying our strategy
and policy, as far as possible, to all
senior executives;
• provide a competitive benefits package;
and
• provide an appropriate balance between
fixed and variable remuneration, the
payment of which is linked to the
achievement of demanding Group and
individual performance measures.
The Group KPIs, which are detailed on
pages 8 to 9 underpin the selection of
performance criteria used within the
incentive arrangements.
We have summarized the individual
elements of the remuneration packages
offered to our Executive Directors
on page 73.
Remuneration policy and design
2012–2014
Executive remuneration policy and design
is reviewed by the Remuneration
Committee on a three year basis and
accordingly was last reviewed in 2011,
with the advice of Towers Watson,
remuneration consultants, and
implemented with effect from 1 January
2012. The Remuneration Committee
continues to consider changes in
regulation and market best practice as
required. We intend to review again our
remuneration policy and practices in 2014
and the policy and any changes will be put
to a non-binding shareholder vote in 2015.
Glanbia’s incentive plans reference
performance measures that reflect the
Group’s KPIs and align with our strategy
and intent to build superior financial and
shareholder returns.
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key elements of remuneration for executive Directors
Element
Description
Objective
Details (including maximum value)
Base Salary
Annual fixed pay.
Provide competitive base pay which
reflects market value of role, job size,
responsibility and reflects individual skills
and experience.
Set by reference to the relevant market
median based on an external independent
evaluation of the role against appropriate
peer companies; and
Reviewed annually by the Remuneration
Committee. Any reviews, unless reflecting a
change in role, usually take effect from 1
January in the relevant year.
Pension Benefit
Retirement benefits.
Other Benefits
Annual Incentive
Car benefit or equivalent,
suitable medical
insurance, re-location
expenses (if applicable)
and overseas allowance
(if applicable).
Annual payment only
earned if agreed target
performance is achieved.
Provide competitive, affordable and
sustainable retirement benefits.
Provide competitive benefits which
recognise market value of role, job size
and responsibility.
Incentivising Executive Directors to
achieve specific performance goals
which are linked to the Group’s business
plans and personal performance
objectives during a one year period;
Ensuring greater linkage of remuneration
to performance;
Ensuring greater linkage to long term
sustainability and alignment to Group
risk management policy;
Alignment with shareholders/share
value growth; and
Targets are set by the Remuneration
Committee each year.
Range of Annual Incentive potential of 0%
to 150% of Base Salary based on growth in
annual adjusted EPS on a constant
currency basis (120%) and an appropriate
cash management measure (30%, provided
a minimum adjusted EPS threshold is
achieved), as determined by the
Remuneration Committee annually;
In addition to the above (once the financial
targets have been met) each Executive
Director has individual performance targets
which must also be met to obtain the
maximum incentive level;
Deferral of the proportion of the Annual
Incentive earned in excess of 75% of Base
Salary which, once the appropriate taxation
and social security deductions have been
made, will be invested in shares in the
Company and delivered to the Executive
Directors two years following this
investment; and
Deferred incentives may be subject to
clawback to the extent deemed appropriate
by the Remuneration Committee in the
event of a material misstatement of the
published Group results which requires
them to be restated.
www.glanbia.com
73
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Governance
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key elements of remuneration for executive Directors
Element
Description
Objective
Details (including maximum value)
Long Term
Incentive Plan
LTIP under which shares
are granted in the form of
a provisional allocation of
shares for which no
exercise price is payable.
The 2008 LTIP aligns the interests of
Executive Directors and shareholders
through a long term share based
incentive linked to share ownership
and holding requirements; and
In addition, as part of the overall total
direct compensation package it ensures
that a greater proportion is based on
long term sustainable results and
linkage to key long term performance
indicators.
Long Term Incentive individual annual
award level of a maximum of 150% of Base
Salary is determined by reference to three
performance metrics:
• relative TSR against a peer group of
companies (30% vests at threshold and
100% vests at maximum);
• adjusted EPS growth (50% vests at
threshold and 100% vests at maximum);
and
• an appropriate GIM measure (0% vests
at threshold and 100% vests at
maximum). The appropriate GIM
currently for 2013 and 2014 is return
on capital employed (‘ROCE’) as set
out on page 81.
Each of these performance conditions
represents one third of the maximum
vesting level, unless otherwise determined
by the Remuneration Committee;
Performance is measured over a three
year period;
Share awards will vest early in the event of
a takeover, merger, scheme of arrangement
or other similar event involving a change of
control of the Company, subject to the
pro-rating of the share awards, to reflect
the reduced period of time between the
commencement of the performance period
and the early vesting, although the
Remuneration Committee can decide not
to pro-rate a share award if it regards it as
inappropriate to do so in the particular
circumstances;
A share award shall not vest unless the
Remuneration Committee is satisfied that
the Group’s underlying financial
performance has shown a sustained
improvement in the period since the date
of grant. The extent of vesting shall be
determined by the TSR, EPS and GIM
performance conditions as appropriate.
The Remuneration Committee has the
discretion to change the performance
criteria where deemed appropriate; and
Any changes to these performance
conditions will be disclosed in the
Remuneration Committee report which
will be subject to a general shareholder
non-binding advisory vote.
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key elements of remuneration for executive Directors
Element
Description
Objective
Details (including maximum value)
Shareholding
requirement
Minimum share
ownership requirements
to be built up over a five
year period.
Ensure a greater alignment with
shareholders’ interests through
own shareholding.
The Group Managing Director is required to
build and maintain a shareholding of 200%
of Base Salary and, for other Executive
Directors, 100% of Base Salary, to be built
up over a maximum of five years;
Executives are expected to build a
shareholding through the vesting of shares
under the Group’s 2008 LTIP;
Existing shareholdings and shares acquired in
the market are also taken into account; and
Although share ownership guidelines are
not contractually binding, the Remuneration
Committee retains the discretion to withhold
future grants under the 2008 LTIP if
executives do not comply with the
guidelines.
key elements of remuneration for group management committee
The above framework is used for the Group Operating Executive. This framework is also applied to the Group Management Committee
having incorporated the below changes to create a consistent global approach to reward.
Element
Objective
Details
Annual Incentive
Focus on business line of sight for individuals
and ensure an appropriate deferral percentage
based on position and role.
For Business Unit Chief Executive Officers (“CEOs”), the Annual
Incentive potential will also be based on appropriate and specific
Business Unit measures, as determined by the Remuneration
Committee; and
Deferral of the proportion of the Annual Incentive earned in excess
of 50% of Base Salary which, once the appropriate taxation and
social security deductions have been made, will be invested in
shares in the Company and delivered to the Business Unit CEOs
two years following this investment.
Long Term
Incentive
Ability to offer increased level of share awards
in the US market where there are high levels of
long term incentives; and
In exceptional cases and in relation to specific local needs (USA)
the maximum share award under the 2008 LTIP scheme may be
up to 200% of Base Salary; and
Ensure line of sight to business unit metrics.
Shareholding
guidelines
Ensure a greater alignment with shareholders’
interests through own shareholding.
For Business Unit CEOs, the Long Term Incentive level will be
determined by reference to relative TSR, adjusted EPS and
instead of ROCE an appropriate Business Unit measure. Again
each measure is weighted one third of the total maximum.
For Business Unit CEOs, the share ownership recommended
level is 75% of Base Salary to be built up over a maximum period
of five years.
www.glanbia.com
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Governance
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key elements of remuneration for non-executive Directors
The remuneration policy for the Group Chairman and Non-Executive Directors is summarised below:
Element
Fees
Description
Annual fixed pay.
Objective
Details
Recognise market value of role, job size,
responsibility and reflects individual skills
and experience.
Set by reference to the relevant market
median based on an external independent
evaluation of comparator companies of a
similar scale and complexity;
Reflects a base fee for the role of Non-
Executive Director and additional fees
reflecting responsibilities for a sub-
committee of the Board; and
Reviewed from time to time by the
Remuneration Committee and the Board.
Any reviews unless reflecting a change in
role usually take effect from 1st January in
the relevant year.
Such expenses may include travel in
the course of the role for the Group.
Benefits and
Expenses
No additional benefits
are provided other than
direct expenses relating
to the role.
Meet or repay role based expenses
undertaken during duties of the role
for the Group.
The Non-Executive Directors do not have
service contracts, but 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 AGM of the
Company.
The Non-Executive Directors do not have
periods of notice and the Group has no
obligation to pay compensation when their
appointment terminates. They are subject
to annual re-election at the AGM of the
Company.
Recruitment policy
When recruiting new Executive Directors,
the Group’s policy is to pay what is
necessary to attract individuals with the
skills and experience appropriate to the
role to be filled, taking into account
remuneration across the Group, including
other senior executives, and that offered
by other international food and nutritional
companies and other companies of similar
size and complexity. New Executive
Directors will generally be appointed on
remuneration packages with the same
structure and pay elements as described
in the table on page 73. Each element of
remuneration to be included in the
package offered to a new Executive
Director would be considered separately
and collectively in this context.
On appointment to the Board for either an
external or internal candidate:
• Base Salary levels will be set in
consideration of the new recruit’s
existing salary, location, skills and
experience and expected contribution
to the new role, the current salaries
of other Executive Directors in the
Group and current market levels
for the role;
• Pension will be considered in light of the
retirement arrangements which are in
place for the other Executive Directors
with a contribution level considered by
the Committee to be appropriate in light
of the new recruit’s package as a whole,
market practice at the time and internal
equities;
• Other benefits will be considered in light
of the provisions in place for the other
Executive Directors;
• For Annual Incentive, the Group will
consider whether it was appropriate for
the new recruit to participate in the
same Annual Incentive plan applicable
to the current Executive Directors. If this
was considered appropriate, the same
financial measures, weighting, payout
scale and target and maximum bonus
opportunity (as a percentage of Base
Salary) which apply to the existing
Directors would generally apply to the
new recruit; and
• The award of long term incentives will
depend on the timing of the appointment
and where this fits into the typical annual
grant cycles.
For an external appointment, although
there are no plans to offer additional cash
and/or share based payments on
recruitment, the Committee reserves the
right to do so when it considers this to be
in the best interests of the Group, the
Company and its shareholders. Such
payments may take into account
remuneration relinquished when leaving
the former employer and would reflect the
nature, time horizons and performance
requirements attached to that
remuneration. The Committee may grant
share awards on hiring an external
candidate to “buy out” awards which will
be forfeited on leaving the previous
employer. The Committee’s approach to
this is to carry out a detailed review of the
awards which the individual will lose and
calculate the estimated value of them. In
doing so, the Committee will consider the
vesting period, the award exercise period if
applicable, whether the awards are cash
or share based, performance related or
not, the company’s recent performance
and payout levels and any other factors
the Committee considers appropriate. If a
buyout award is to be made, the structure
and level will be carefully designed and will
generally reflect and replicate the previous
awards as accurately as possible. The
award will be made subject to appropriate
claw-back provisions in the event that the
individual resigns or is terminated within a
certain timeframe.
For an internal appointment, any variable
pay element awarded in respect of the
prior role may be allowed to pay out
according to its terms, adjusted as
relevant to take into account the
appointment. In addition, any outgoing
remuneration obligations existing prior to
appointment (which are inconsistent with
the policy as disclosed herein) may
continue, provided they are disclosed in
the Remuneration Committee report and
subject to a general shareholder non-
binding advisory vote at the earliest
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Glanbia plc 2013 Annual Report and Accounts
Details of Executive Directors’
service contracts
The Executive Directors are employed
under contracts of employment with
Glanbia plc (or one of its subsidiary
companies).
No Executive Director has a service
contract with a notice period in excess of
12 months or with provisions for pre-
determined compensation on termination
which exceeds 12 months’ salary and
benefits-in-kind and accordingly there are
no service contracts which are required to
be made available for inspection.
Policy on external Board appointments
The long-standing policy of allowing
Executive Directors to hold external
non-executive directorships with the prior
approval of the Remuneration Committee
will continue. The Remuneration
Committee considers that external
directorships provide the Group’s
Executive Directors with valuable
experience that is of benefit to Glanbia.
The Remuneration 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.
opportunity. Although there are no plans to
offer additional cash and/or share-based
payments on an internal promotion, the
Committee reserves the right to do so
when it considers this to be in the best
interests of the Group, the Company and
its shareholders.
Exit payment policy
The letters of appointment for Executive
Directors do not provide for any
compensation for loss of office beyond
payments in lieu of notice, and therefore,
except as may otherwise be required by
Irish law, the maximum amount payable
upon termination is limited to 12 months’
payment.
The Committee retains the discretion to
make additional payments to Directors
upon termination.
In the event an Executive Director leaves
for reasons of death, injury, disability,
redundancy, retirement or any other
exceptional circumstance, by agreement
with the Group, which the Remuneration
Committee in its absolute discretion
permits, any outstanding share awards will
be pro-rated for time and performance
and will vest at the end of the period.
In addition, in the event of a takeover,
merger, scheme of arrangement or other
similar event involving a change of control
of the Company or a demerger of a
substantial part of the Group or a special
dividend which has the effect of materially
changing the Group’s business or other
similar event that affects the Company’s
shares to a material extent, share awards
will vest early, subject to the pro-rating of
the share awards to reflect the reduced
period of time between the
commencement of the performance
period and the early vesting, although the
Remuneration Committee can decide not
to pro-rate an award if it regards it as
inappropriate to do so in the particular
circumstances.
In all other circumstances, outstanding
share awards will lapse.
There have been no payments made
during the year in relation to compensation
for loss of office.
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SecTion B: DirecTorS’ reMuneraTion iMpleMenTaTion reporT
This section of the report explains how Glanbia’s remuneration policy has been implemented during the financial year.
The remuneration for 2013 for each of the Executive Directors is set out in the table below:
fixed
variable
Total
Salary
€’000
Pension
Contribution
€’000
Other Benefits
€’000
Annual Incentive
(paid in cash)1
€’000
Annual Incentive
(deferred into
shares)2
€’000
2013 Total3
€’000
2012 Total
€’000
Executive Directors
S Talbot
M Garvey
H McGuire (4 & 5)
B Phelan
J Moloney (6)
K Toland
433
56
233
363
506
95
108
10
35
107
126
—
20
3
64
14
29
—
325
42
175
272
379
—
143
18
77
120
167
—
1,029
1,043
129
584
876
1,207
95
—
—
—
1,633
1,199
(1) This reflects the proportion of the Annual Incentive payable to Executive Directors in respect of performance for the year 2013
(which amount to 75% of Base Salary), which will be paid through salary in 2014.
(2) This reflects the proportion of the Annual Incentive (which amounts to 33% of Base Salary) which, once the appropriate taxation
and social security deductions have been made, will be invested in shares in the Company and delivered to the Executive Directors
two years following this investment (2016).
(3) Remuneration disclosed refers to each Directors’ period of appointment on the Board in 2013.
(4) Other benefits include an overseas allowance of €54,389.
(5) H McGuire will receive an additional €43,841 in the form of shares (Annual Incentive deferred into shares) which relates to
his performance prior to his appointment as Director.
(6) Salaries and other benefits for the period 12 November 2013 to 4 January 2014 (period following J Moloney’s retirement from the Board)
amounts to €203,189 of which €27,820 will be invested in Company shares and delivered two years following this investment.
2008 LTIP
It is expected that share awards granted to
Executive Directors, under the 2008 LTIP
in 2011, will vest in 2014, as follows:
Number of Share
awards
Executive Directors
J Moloney (1)
S Talbot
H McGuire
B Phelan
K Toland (2)
(1) Retired 12 November 2013
(2) Resigned 5 January 2013
139,462
96,500
50,000
50,000
82,901
Comparison of overall
performance and pay
The chart opposite shows the value over
the last three financial years of 2100
invested in Glanbia plc compared with
that of €100 invested in the FTSE 350
Food and Beverage Index and the ISEQ
20 Index. A hypothetical €100 investment
in Glanbia plc on 1 January 2011 would
have generated a total return (inclusive of
original investment) of €340.58 compared
with a total return of €166.79 if invested in
the FTSE Food and Beverage Index or
€169.69 if invested in the ISEQ 20 Index.
The Committee believes that, due to the
size/industry of the Group, this bespoke
peer group index is the most appropriate
index against which to compare the
historic TSR of the Group.
Total Shareholder return
400
350
300
250
200
150
100
2011
2012
2013
FTSE Food & Beverage Index
Glanbia
ISEQ 20 Index
78
Glanbia plc 2013 Annual Report and Accounts
In addition to the above (once the financial
targets have been met) each Executive
Director had individual performance
targets which must also be met to obtain
the maximum incentive level. The personal
objectives are specific and measurable
and are determined at the commencement
of the financial year. These comprise each
individual’s contribution to the Group
Operating Executive, delivery against
projects and initiatives within the scope of
his/her role, and his/her contribution to the
overall performance of the Group.
Personal performance of the Executive
Directors has been reviewed and all
relevant objectives have been met.
The performance of the Group during
the year included adjusted EPS growth
on a constant currency basis of 11.9%
and closing debt/adjusted EBITDA ratio
of 1.7 times.
In light of the above performance,
the Committee concluded that 108%
of Base Salary is payable to each
Executive Director as set out on page 78.
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Base Salary
Base salaries for the Executive Directors
are determined by the Remuneration
Committee as set out on page 73.
Brian Phelan is an active member of the
Group’s defined benefit plan which is
based on an accrual rate of 1/60th of
pensionable salary.
The following table sets out the closing
2013 Base Salary for each of the
Executive Directors.
Base Salary
Director
S Talbot
M Garvey
H McGuire
B Phelan
Salary €
600,000
400,000
400,000
390,000
The salaries for Siobhán Talbot, Brian
Phelan and Hugh McGuire were reviewed
with effect from 1 October 2013 (Siobhán)
and 1 June 2013 (Brian and Hugh) to take
into account changes to their roles during
the year. Details of the changes in their
roles are set out in the Nomination
Committee report. Mark Garvey’s salary
was set on his appointment to the Board.
Pension
Siobhán Talbot is a deferred member of a
Glanbia defined benefit pension scheme.
In light of the cap on pension benefits
introduced in the Finance Act 2006,
and subsequently amended in December
2010, the Remuneration Committee
reviewed the pension arrangements for
Executive Directors and agreed to offer
the option to receive a taxable payment
of 25% of salary in lieu of pension benefits
to Siobhán Talbot and John Moloney, with
effect from 1 January 2012.
There is provision for Siobhán Talbot and
Brian Phelan to retire at 60 years of age.
Hugh McGuire and Mark Garvey
participate in a defined contribution
retirement plan, to which contributions
are made at an agreed rate.
Other benefits
Employment-related benefits include
the use of company cars, medical/life
assurance, relocation costs and overseas
allowance, where necessary.
Annual Incentive
The Group operates a performance-
related incentive scheme for Executive
Directors and other senior executives as
set out on page 73. The Committee
believes that this method of assessment is
transparent, rigorous and balanced, and
provides an appropriate and objective
assessment of annual performance.
For the annual period to 4 January 2014,
each Executive Director could earn up to
150% of Base Salary for maximum
performance measured against growth in
adjusted EPS on a constant currency
basis and delivery of targeted closing
debt/adjusted EBITDA ratios as set out on
page 73.
annual deferred incentive
Agreement of
Annual Incentive
Level and
Performance
Conditions
Performance
Period
(One Year)
Amount of Annual Incentive
which is below 75% of Base Salary
paid in March of the following year
Deferral Period
(Two Years)
Shares delivered
Amount of Annual Incentive which
is in excess of 75% of Base Salary
which, once appropriate taxation
and social security deductions
have been made, is invested
in shares
Year 0
Year 1
Year 3
www.glanbia.com
79
Governance
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The below table shows the Group’s
adjusted EPS over the performance period.
Glanbia v’S peer Group
Total Shareholder return
350
300
250
200
150
100
50
2010
2011
2012
2013
Glanbia
Peer group (median)
In light of the above performance against
the EPS growth and relative TSR targets,
the Committee confirmed that 100% of
the total 2011 LTIP share award is payable
to each Executive Director.
Long Term Incentives (share awards
made in the financial year)
Long term incentive share awards were
made to the Executive Directors in April
2013 (Hugh McGuire) and May 2013
(Siobhán Talbot and Brian Phelan) and will
vest in April 2016 and May 2016
respectively, subject to the achievement of
TSR, EPS and GIM (‘ROCE’) performance
conditions. The performance period will
end on 2 January 2016. The vesting
conditions are summarised opposite.
2010
2013
38.07c
55.46c
TSR performance condition
100% of the TSR element is capable of
vesting as determined by the Group’s TSR
ranking relative to an agreed comparator
group of 13 other international food and
nutritional companies. 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.
The rationale for using a TSR performance
condition 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 share awards only vest
if there has been a clear improvement in
the Group’s relative performance over the
relevant period.
The graph opposite shows that, under the
terms of the 2008 LTIP, at 4 January 2014,
a hypothetical €100 invested in Glanbia plc
on 1 January 2011 would have generated
a total return (inclusive of original
investment) of €340.58 compared with a
total return of €172.56 if invested in the
peer group Index. This will result in 100%
of the relative TSR element vesting to each
Executive Director. The vesting conditions
are presented below.
TSR element vesting
Threshold performance
(Ranked halfway)
Maximum performance
(Ranked in top quartile)
Actual performance
(Ranked in top quartile)
30%
100%
100%
Long Term Incentive Plan
The principal Long Term Incentive Plan for
Executive Directors is the 2008 LTIP, which
has received shareholder approval. This
Long Term Incentive Plan was amended in
2012 with shareholder approval. The
combination of the Annual Incentive Plan
and the 2008 LTIP provide an appropriate
balance between short term reward and
long term share based reward in
accordance with recommended
best practice.
Long Term Incentives (share awards
with performance periods ending
in the year)
Long term incentive share awards granted
in March 2011 had a three year
performance period ending on 4 January
2014 with 50% of the award subject to
satisfaction of an adjusted EPS growth target
and 50% subject to a relative TSR
performance target.
EPS performance condition
100% of the EPS element is capable of
vesting as determined by the rate of growth
in EPS as compared to the Consumer Price
Index (CPI) over the three year performance
period. Adjusted EPS is calculated as the
profit for the year attributable to the equity
holders of the Group before exceptional
items and amortisation of intangible assets,
net of related tax.
The rationale for the EPS performance
condition is that investors consider
adjusted EPS to be a key indicator of long
term financial performance and value
creation of a public limited company. In the
three year period ended 4 January 2014,
the Group delivered growth in adjusted
EPS on a reported basis of 13.36%. This
will result in 100% of the EPS element
vesting to each Executive Director. The
vesting conditions are presented below.
EPS element vesting
Threshold performance (Three
year adjusted EPS Growth equal to
CPI plus 5% compounded (4.84%))
50%
Maximum performance (Three year
adjusted EPS growth equal to CPI
plus 10% compounded (9.84%))
100%
Actual performance (Three year
adjusted EPS growth equal to
13.36%)
100%
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Performance targets for outstanding share awards
The performance targets for all outstanding 2008 LTIP share awards are set out in the following tables:
Adjusted EPS growth
Vesting Level
2011 (50% of award)
2012-2013 (33% of award)
0%
50%*
100%*
Three year adjusted
EPS growth less than
CPI plus 5%
compounded
Three year adjusted
EPS growth equal to
CPI plus 5%
compounded
Three year adjusted
EPS growth equal
to or greater than
CPI plus 10%
compounded
*Straight line vesting between adjusted EPS growth equal to CPI plus 5% compounded
and adjusted EPS growth equal to or greater than CPI plus 10% compounded
TSR Ranking in the comparator group
Vesting Level
0%
30%*
100%*
2011 (50% of award)
2012-2013 (33% of award)
Ranked below the
top half
Ranked half way
Ranked in the top
quartile
*Straight line vesting where ranked between half way and the top quartile
Return on Capital Employed
Vesting Level
0%
2012 (33% of award)
Less than 12.5%
0%*
12.5%
2013 (33% of award)
Less than 13.5%
13.5%
100%*
13.5%
14.5%
*Straight line vesting between threshold performance (2012: 12.5%, 2013: 13.5%) and
maximum performance (2012: 13.5%, 2013: 14.5%)
2008 lTip
LTIP granted based
on stretch performance
targets
Performance
Period
(Three Years)
Shares vest subject
to the achievement
of stretch growth targets
Deferral
Period
(One Year)
Shares delivered
1/3–Growth in adjusted EPS
1/3–Growth in adjusted EPS
1/3–Relative TSR
1/3–Relative TSR
1/3–Growth in ROCE
1/3–Growth in ROCE
Year 0
Year 3
Year 4
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Directors’ shareholdings
As at 4 January 2014, the Executive Directors’ share ownership against the guidelines was as follows:
Shares held as at
4 January 2014
% of Base Salary based
on market value as at
4 January 2014
Compliance with
shareholding guidance
Executive Directors
Siobhán Talbot
Hugh McGuire
Brian Phelan
Mark Garvey*
141,587
89,425
85,519
—
261%
247%
242%
—%
200% ✔
100% ✔
100% ✔
—% ✔
*Mark Garvey joined the Group on 12 November 2013 and has a maximum of 5 years to build up his
shareholding in the Company to 100% of his Base Salary
Dilution
Share awards granted under the 2008
LTIP and the Annual Deferred Incentive are
satisfied through the funding of employee
benefit trusts which acquire shares in the
market. The employee benefit trusts held
864,898 shares at 4 January 2014.
The exercise of share options under the
2002 LTIP (which expired in 2012) is
satisfied by the allotment of newly issued
shares. At 4 January 2014 the total
number of shares which could be allotted
under this scheme was 440,000 shares
which represent significantly less than
one percent of the issued share capital
of the Company.
The Group Chairman and
Non-Executive Directors
Liam Herlihy was appointed Group
Chairman on 28 May 2008. His
appointment is subject to annual re-
appointment by the shareholders at the
AGM of the Company. His appointment as
Group Chairman will automatically
terminate if he ceases to be a Director of
the Company or a Director of Glanbia
Co-operative Society Limited.
The Group Chairman’s fee is set by the
Remuneration Committee and is €100,000
per annum. This fee reflects the level of
commitment and responsibility of the role
and is set by reference to the relevant
market median based on an external
independent evaluation conducted by
Towers Watson, remuneration consultants.
Shareholder engagement
implementation of policy in 2014
Base Salary is reviewed on an annual
basis. The base salaries of Executive
Directors for 2014 remain unchanged from
2013 and are set out on page 79.
For 2014 the Remuneration Committee
has determined that the Annual Incentive
opportunity for Executive Directors and
senior executives will again be contingent
on meeting targets relating to EPS and
closing debt/adjusted EBITDA ratios and
personal objectives. The Committee has
reviewed targets for the year to ensure
they remain appropriately stretching and
relevant for the Group’s business strategy.
The Committee will review the
performance measures for share awards
under the 2008 LTIP during 2014 to
ensure they remain appropriately
stretching in light of the Group’s
expectations of performance and
those of external analysts.
Review of Committee performance
The Board and Committee assessed its
performance, covering its 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.
Information subject to audit
The information in Tables A, B and C are
covered by the Independent Auditors’
report on page 104. The Tables give
details of the Directors’ remuneration and
interests in shares in Glanbia plc and
Glanbia Co-operative Society Limited held
by Directors and the Group Secretary and
their connected persons as at 4 January
2014. There have been no changes in the
interests listed in Tables B and C between
5 January 2014 and 11 March 2014. The
market price of the ordinary shares as at 4
January 2014 was €11.05 and the range
during the year was €8.09 to €11.41. The
average price for the year was €9.77.
Results 2013—Resolution to receive and consider 2012 Remuneration Committee Report
For
%
Against
%
Total
excluding
withheld
%
Withheld*
Total including
withheld
%
188,418,157 97.16%
*Votes withheld are not votes in law
5,505,527
2.84% 193,923,684
100%
363,974
0.19% 194,287,658
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Table A: 2013 Directors’ Remuneration
The salary, fees and other benefits pursuant to the remuneration package of each Director during the year were:
Date of
appointment/
resignation, if
applicable
Salary
€’000
Fees
€’000
Annual
Incentive
paid
in cash1
€’000
Annual
Incentive
deferred
into shares2
€’000
Pension
contribution
€’000
Other
benefits
€’000
20133
Total
€’000
2012
Total
€’000
Executive Directors
S Talbot
M Garvey
H McGuire (4&5)
B Phelan
J Moloney 6
K Toland
2013
2012
Apt. 12-Nov-13
Apt. 1-Jun-13
Apt. 1-Jan-13
Ret. 12-Nov-13
Res. 5-Jan-13
Non-Executive Directors
L Herlihy
H Corbally
Mn Keane
J Callaghan
W Carroll
J Doheny
D Farrell
J Gannon
D Gaynor
P Gleeson
V Gorman
P Haran
B Hayes
Ml Keane
J Liston
M Merrick
J Murphy
P Murphy
W Murphy
E Power
Res. 29-May-12
Apt. 12-Mar-13
Apt. 27-Jun-13
Res. 5-Jun-13
Ret. 1-Jun-13
R Prendergast
Res. 5-Jun-13
2013
2012
2013
2012
433
56
233
363
506
95
1,686
1,420
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,686
1,420
—
—
—
—
—
—
—
—
100
48
48
80
30
30
30
—
54
30
15
68
13
30
75
30
30
30
28
30
13
812
817
812
817
325
42
175
272
379
—
1,193
1,025
143
18
77
120
167
—
525
1,025
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
108
10
35
107
126
—
386
342
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
20
3
64
14
29
—
130
63
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,193
1,025
525
1,025
386
342
130
63
1,029
1,043
129
584
876
1,207
95
3,920
—
—
—
1,633
1,199
3,875
100
100
48
48
80
30
30
30
—
54
30
15
68
13
30
75
30
30
30
28
30
13
48
48
80
30
18
30
12
—
30
—
68
30
30
75
30
30
30
68
30
30
812
4,732
817
4,692
(1) This reflects the proportion of the Annual Incentive earned by Executive Directors in respect of performance for the year 2013 (which amounts to 75%
of Base Salary) which will be paid through salary in 2014.
(2) This reflects the proportion of the Annual Incentive (which amounts to 33% of Base Salary) which, once the appropriate taxation and social security
deductions have been made, will be invested in shares in the Company and delivered to Executive Directors two years following investment (2016).
(3) Remuneration disclosed refers to each Director’s period of appointment to the Board in 2013.
(4) Other benefits includes an overseas allowance of €54,389.
(5) H McGuire will receive an additional €43,841 in the form of shares (Annual Incentive deferred into shares) which relates to performance prior to his
appointment as Director.
(6) Salaries and other benefits paid for the period 12 November 2013 to 4 January 2014 (period following J Moloney’s retirement from the Board)
amounts to €203,189, of which €27,820 will be invested in Company shares and delivered two years following this investment.
Details of Directors’ share options and share awards are set out in pages 86 to 88
www.glanbia.com
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Table A(1): 2013 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 2013 in
excess of inflation
€’000
—
Total annual
accrued pension
at 4 January 2014
€’000
158
57
—
—
57
—
7
—
—
7
—
95
367
130
750
645
S Talbot
B Phelan
J Moloney
K Toland
2013
2012
S Talbot and J Moloney are deferred members of the Glanbia defined benefit pension scheme.
As a result of the cap on pension benefits introduced in the Finance Act 2006, and subsequently
amended in December 2010, the Remuneration Committee reviewed the pension arrangements
for Executive Directors and agreed to offer the option to receive a taxable payment of 25% of salary
in lieu of future service pension benefit, with effect from 1 January 2012.
DirecTorS’ anD SecreTary’S inTereSTS
Table B : Directors’ and Secretary’s interests in Glanbia Co-operative Society Limited
As at 4 January 2014
As at 30 December 2012*
“A” Ordinary Shares
of €1.00
“C” Ordinary Shares
of €0.01
“A” Ordinary Shares
of €1.00
“C” Ordinary Shares
of €0.01
79,686
5,153
7,612
—
—
17,102
6,366
4,921
3,066
19,721
5,499
14,237
11,939
23,812
10,686,889
363,583
3,118,390
3,000,000
16,284,000
—
341,122
112,000
—
3,000,000
—
—
12,143,890
16,284,935
91,425
5,912
6,626
—
—
19,621
7,304
5,646
3,066
24,232
6,309
16,334
13,698
27,320
30,964,543
770,641
3,118,390
7,742,766
21,784,000
—
692,403
462,000
—
3,000,000
—
—
12,143,890
35,500,443
—
574,000
—
574,000
Directors
L Herlihy
H Corbally
Mn Keane
S Talbot1
B Phelan(1&2)
W Carroll
J Doheny
D Farrell
V Gorman3
Ml Keane
M Merrick
J Murphy
P Murphy
E Power
Secretary
M Horan
(1) Executive Director
(2) Appointed 1 January 2013
(3) Appointed 27 June 2013
* Or at date of appointment if later
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Table C: Directors’ and Secretary’s interests in Glanbia plc
As at 4 January 2014
As at 30 December 2012*
Ordinary Shares
2008
LTIP Share
awards
2002 LTIP
Options
2002 LTIP
Share
awards
Ordinary
Shares
2008 LTIP
Share
awards
2002 LTIP
Options
2002 LTIP
Share
awards
131,113
12,536
22,849
—
—
—
—
—
—
—
—
—
91,804
9,995
20,000
—
—
—
—
—
—
—
—
—
141,587
243,650
—
700
65,062
307,000
75,000
7,500
Directors
L Herlihy
H Corbally
Mn Keane
S Talbot1
J Callaghan
W Carroll
J Doheny
D Farrell
D Gaynor2
P Gleeson
V Gorman3
P Haran
Ml Keane
J Liston
65,000
8,435
14,737
2,927
5,000
23,171
2,727
7,462
30,770
25,000
—
—
—
—
—
—
—
—
—
—
H McGuire(1&4)
89,425
123,400
M Merrick
J Murphy
P Murphy
B Phelan(1&5)
E Power
Secretary
M Horan
6,312
11,022
27,582
—
—
—
85,519
145,250
49,296
—
43,079
123,400
(1) Executive Director
(2) Appointed 12 March 2013
(3) Appointed 27 June 2013
(4) Appointed 1 June 2013
(5) Appointed 1 January 2013
* Or at date of appointment if later
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—
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—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
750
—
65,000
—
11,596
500
—
24,923
2,727
7,462
26,489
25,000
—
—
—
—
—
—
—
—
—
—
89,425
123,400
3,600
4,000
21,692
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
39,659
176,500
175,000
7,500
37,550
—
—
26,138
158,500
—
—
—
—
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Table C(1): Share Options and LTIP Awards in Glanbia plc - S Talbot
2002 LTIP Share Options
Date of
Grant
09-Dec-04
Total:
30 Dec 12
75,000
75,000
Granted
during the
year
Exercised
during the
year
Lapsed
during the
year
—
—
75,000
75,000
—
—
4 Jan14
—
—
Exercise
price €
Date of
exercise or
lapse
Market value
at date of
exercise €
Earliest date
exercisable
from Expiry date Note
2.725 08-Jan-13
8.30 10-Dec-07 08 Jan 13
1
Notes
(1) On 8 January 2013, S Talbot sold 68,000 shares following the exercise of the above options (which resulted in the partial lapse of a related 10% award
connected to the shares). She retained 7,000 of the shares allotted to her and is therefore eligible for a share award of 10% of these shares (700) if she
retains these shares until 8 January 2015.
2008 LTIP Share Awards
Date of Grant 30-Dec-12
Granted
during the
year
Vested
during the
year
Lapsed
during the
year
25-May-10
120,000
— 120,000
28-Mar-11
30-Aug-12
23-Apr-13
96,500
90,500
—
—
—
56,650
—
—
—
—
—
—
—
4 Jan 14
—
96,500
90,500
56,650
Total:
307,000
56,650
120,000
— 243,650
Market price
at date of
award €
Earliest date
for vesting
Expiry date
Notes
2.82
4.35
6.26
25-May-13
28-May-13
28-Mar-14
28-Mar-15
30-Aug-15
30-Aug-16
10.11
23-Apr-16
23-Apr-17
1
2
3
3
Notes
(1) Awards granted on 25 May 2010 were subject to performance conditions measured over the three financial periods ended 29 December 2012.
The outcome of these performance conditions was such that 100% of the awards vested. The vesting date was 28 May 2013 when the Glanbia plc
official opening share price was €10.90.
(2) Awards granted on 28 March 2011 were subject to performance conditions measured over the three financial years ended 4 January 2014.
The outcome of these performance conditions is such that 100% of these awards are expected to vest during 2014.
(3) The performance periods in respect of the 2008 LTIP awards made in 2012 and 2013 are the three financial years ended 2014 and 2015 respectively.
The performance conditions attached to the awards are detailed in the section entitled ‘Performance Targets for Outstanding Awards’ on page 81.
Deferred Annual Incentive
On 29 May 2013, 26,097 shares in Glanbia plc were allocated to S Talbot (when the Glanbia plc official opening share price was
€10.70), being the mandatory deferral of her 2012 Annual Incentive earned in excess of 75% of her Base Salary. On 29 May 2013,
she sold 12,245 shares to fund the payment of the appropriate taxation and social security. The balance of the shares (being 13,852
shares) will be held on trust for her by the trustee of Glanbia plc Section 128D Employee Benefit Trust until 29 May 2015.
These shares are included in the total number of shares held by her as disclosed in Table C on page 85.
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Table C(2): Share Options and LTIP Awards - B Phelan
2002 LTIP Share Options
Date of
Grant 30 Dec 12*
Granted
during the
year
Exercised
during the
year
Lapsed
during the
year
09-Dec-04
75,000
—
75,000
04-Mar-04
100,000
— 100,000
Total:
175,000
— 175,000
—
—
—
4 Jan14
—
—
—
Exercise
price €
Date of
exercise or
lapse
Market value
at date of
exercise €
Earliest date
exercisable
from Expiry date Note
2.725 08-Jan-13
2.470 08-Jan-13
8.30 10-Dec-07 08-Jan-13
1
8.30
05-Mar-07 08-Jan-13
Notes
(1) On 8 January 2013, B Phelan sold 67,500 shares following the exercise of this option (which resulted in the partial lapse of the 10% award attached to
these options granted on 9 December 2004). He retained 7,500 of the shares allotted to him and therefore remains eligible for a share award of 10%
of these shares (750) if he retains these shares until 8 January 2015.
2008 LTIP Share Awards
Date of Grant 30-Dec-12*
Granted
during the
year
Vested
during the
year
Lapsed
during the
year
25-May-10
28-Mar-11
30-Aug-12
23-Apr-13
80,000
50,000
46,500
—
—
—
—
48,750
80,000
—
—
—
—
—
—
—
4 Jan 14
—
50,000
46,500
48,750
Total:
176,500
48,750
80,000
— 145,250
Market price
at date of
award €
Earliest date
for vesting
Expiry date
Notes
2.82
4.35
6.26
25-May-13
28-May-13
28-Mar-14
28-Mar-15
30-Aug-15
30-Aug-16
10.11
23-Apr-16
23-Apr-17
1
2
3
3
Notes
(1) Awards granted on 25 May 2010 were subject to performance conditions measured over the three financial years ended 29 December 2012.
The outcome of these performance conditions was such that 100% of the awards vested. The vesting date was 28 May 2013 when the Glanbia plc
official opening share price was €10.90.
(2) Awards granted on 28 March 2011 were subject to performance conditions measured over the three financial years ended 4 January 2014.
The outcome of these performance conditions is such that 100% of these awards are expected to vest during 2014.
(3) The performance periods in respect of the 2008 LTIP awards made in 2012 and 2013 are the three financial years ended 2014 and 2015 respectively.
The performance conditions attached to the awards are detailed in the section entitled ‘Performance Targets for Outstanding Awards’ on page 81.
* or date of appointment if later.
Deferred Annual Incentive
On 29 May 2013, 16,472 shares in Glanbia plc were allocated to B Phelan (when the Glanbia plc official opening share price was
€10.70), being the mandatory deferral of his 2012 Annual Incentive earned in excess of 75% of his Base Salary. On 29 May 2013, he
sold 7,728 shares to fund the payment of the appropriate taxation and social security. The balance of the shares (being 8,744 shares)
will be held on trust for him by the trustee of Glanbia plc Section 128D Employee Benefit Trust until 29 May 2015. These shares are
included in the total number of shares held by him as disclosed in Table C on page 85.
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Table C(3): LTIP Awards - H McGuire
2008 LTIP Share Awards
Date of Grant 30-Dec-12*
28-Mar-11
30-Aug-12
23-Apr-13
50,000
46,500
26,900
Total :
123,400
Granted
during the
year
Vested
during the
year
Lapsed
during the
year
—
—
—
—
—
—
—
—
Market price
at date of
award €
Earliest date
for vesting
Expiry date
Notes
4.35
6.26
28-Mar-14
28-Mar-15
30-Aug-15
30-Aug-16
10.11
23-Apr-16
23-Apr-17
1
2
2
4 Jan 14
50,000
46,500
26,900
—
—
—
— 123,400
Notes
(1) Awards granted on 28 March 2011 were subject to performance conditions measured over the three financial years ended 4 January 2014.
The outcome of these performance conditions is such that 100% of these awards are expected to vest during 2014.
(2) The performance periods in respect of the 2008 LTIP awards made in 2012 and 2013 are the three financial years ended 2014 and 2015
respectively. The performance conditions attached to the awards are detailed in the section entitled ‘Performance Targets for Outstanding
Awards’ on page 81.
* or date of appointment if later
Table C(4): LTIP Awards - M Horan
2008 LTIP Share Awards
Date of Grant 30-Dec-12
25-May-10
28-Mar-11
30-Aug-12
23-Apr-13
62,000
50,000
46,500
Granted
during the
year
Vested
during the
year
Lapsed
during the
year
—
—
—
26,900
62,000
—
—
—
—
—
—
—
4 Jan 14
—
50,000
46,500
26,900
Market price
at date of
award €
Earliest date
for vesting
Expiry date
Notes
2.82
4.35
6.26
25-May-13
28-May-13
28-Mar-14
28-Mar-15
30-Aug-15
30-Aug-16
10.11
23-Apr-16
23-Apr-17
1
2
3
3
Total:
158,500
26,900
62,000
— 123,400
Notes
(1) Awards granted on 25 May 2010 were subject to performance conditions measured over the three financial years ended 29 December 2012.
The outcome of these performance conditions was such that 100% of the awards vested. The vesting date was 28 May 2013 when the
Glanbia plc official opening share price was €10.90.
(2) Awards granted on 28 March 2011 were subject to performance conditions measured over the three financial years ended 4 January 2014.
The outcome of these performance conditions is such that 100% of these awards are expected to vest during 2014.
(3) The performance periods in respect of the 2008 LTIP awards made in 2012 and 2013 are the three financial years ended 2014 and 2015
respectively. The performance conditions attached to the awards are detailed in the section entitled ‘Performance Targets for Outstanding
Awards’ on page 81.
Deferred Annual Incentive
On 23 April 2013, 15,134 shares in Glanbia plc were allocated to M Horan (when the Glanbia plc official opening share price was
€10.11), being the mandatory deferral of his 2012 Annual Incentive earned in excess of 75% of his Base Salary. On 29 April 2013, he
sold 6,958 shares to fund the payment of the appropriate taxation and social security. The balance of the shares (being 8,176 shares)
will be held on trust for him by the trustee of Glanbia plc Section 128D Employee Benefit Trust until 23 April 2016. These shares are
included in the total number of shares held by him as disclosed in Table C on page 85.
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STaTeMenT of coMpliance wiTh uk corporaTe Governance coDe (2012)
anD The iriSh corporaTe Governance annex
As required by the European Communities
(Directive 2006/46/EC) Regulations 2009
(as amended) this Statement of
Compliance explains how the Board has
applied the principles set down in the UK
Corporate Governance Code (2012)
(which is referred to in the Listing Rules,
applicable to Irish and UK listed
companies and which is publicly available
on the Financial Reporting Council’s
website: www.frc.org.uk/corporate/
ukcgcode.cfm) (the ‘UK Code’) and the
Irish Corporate Governance Annex
published in December 2010 by the Irish
Stock Exchange and which is publicly
available on the Irish Stock Exchange
website: www.ise.ie/ISE_Regulation/
corporate_governance (the ‘ISE Annex’)
(collectively the ‘Codes’).
The Board accepts that the Codes
represent an authoritative statement of
best practice and as such it has reviewed
its practices relative to them. The Board
also acknowledges that frequently it is the
case 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
standards of integrity and business
conduct expected. Our Code of Conduct
is not intended to be a substitute for our
responsibility and accountability to
exercise good judgement and obtain
guidance on proper business conduct.
Glanbia employees are encouraged and
expected to seek additional guidance and
support from others when in doubt.
The Group has complied with the detailed
provisions of the Codes throughout 2013,
with the exception of provision B.1,
Composition of the Board and B.7
Re-election. We have explained in detail
our reasons on pages 91, 92 and 96
which set out our alternative practice to
achieve good governance. The Codes are
not a rigid set of rules and they recognise
that an alternative to following a provision
may be justified in particular circumstances
where good governance is still achieved.
We have addressed each Code principle
in the tables below.
coMpliance wiTh uk corporaTe Governance coDe (2012)
Code of Best Practice – Principles
Group Statement of Compliance
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A.1
DIRECTORS
The role of the board
Every company should be headed
by an effective board which is
collectively responsible for the long
term success of the company.
Our Board consists of the Group Chairman (Liam Herlihy), two Vice-Chairmen (Martin Keane
and Henry Corbally); 14 other Non-Executive Directors (including John Callaghan, the Senior
Independent Director) and four Executive Directors (Siobhán Talbot, the Group Managing
Director, Mark Garvey, the Group Finance Director, Brian Phelan, Chief Executive Officer of
Global Ingredients and Hugh McGuire, Chief Executive Officer of Global Performance
Nutrition). 13 of the Non-Executive Directors are currently nominated by our major
shareholder, Glanbia Co-operative Society Limited (the “Society”).
Our Group’s governance structure is based on the leadership principles in the Codes and is
set out on page 58.
The Board and its Committees monitor the application of values, standards and processes.
The core activities of the Board and its Committees are documented and planned on an
annual basis and include an agreed annual calendar of the main business to be considered
at each Board meeting. This forms the basic structure within which the Board operates.
The Directors’ responsibilities are outlined on pages 56 to 57. The Board meets regularly on
a formal basis plus additional ad hoc meetings as necessary.
The Board held 11 scheduled meetings in 2013 (11: 2012) and one two day planning and
strategy session.
The attendance of each Director at the scheduled Board meetings and the two day planning
and strategy session are shown on page 56.
The Audit, Nomination and Remuneration Committee membership and attendances for all or
part of the year are shown in their respective Reports.
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STaTeMenT of coMpliance wiTh uk corporaTe Governance coDe (2012)
anD The iriSh corporaTe Governance annex
coMpliance wiTh uk corporaTe Governance coDe (2012)
Code of Best Practice – Principles
Group Statement of Compliance
A
DIRECTORS
A.2 Division of responsibilities
Responsibility is clearly split between the Group Chairman and the Group Managing Director.
There should be a clear division
of responsibilities at the head of
the company between the running
of the board and the executive
responsibility for the running of the
company’s business. No one
individual should have unfettered
powers of decision.
A.3
The chairman
The chairman is responsible for
leadership of the board and ensuring
its effectiveness on all aspects of
its role.
A.4 Non-executive directors
As part of their role as members
of a unitary board, non-executive
directors should constructively
challenge and help develop
proposals on strategy.
The Group Chairman is responsible for the efficient and effective working of the Board.
While the Board is ultimately responsible for the success of the Group, given the size and
complexity of its operations the day to day operations of the Group are managed on a
delegated basis by the Group Managing Director and the senior executives working with her.
The Board appoints the Group Managing Director and monitors her performance in leading
the Group. The Group Managing Director is responsible for all aspects of the operation and
management of the Group and its business. Specifically, she is responsible for developing
(for the Board’s approval) appropriate values and standards to guide all activities undertaken
by the Group and also for making recommendations on appropriate delegation of responsibilities.
A detailed explanation of their respective responsibilities is set out on page 57.
The Group Chairman sets the Board’s agenda and ensures that adequate time is available
for the discussion of all agenda items.
The Group Chairman promotes a culture of openness and debate. He also ensures
constructive relations between the Executive Directors and the Non-Executive Directors.
The Group Chairman ensures effective communication with shareholders. Further information
may be found on pages 17 and 95.
A detailed explanation of the Group Chairman’s responsibilities is set out on page 57.
The Non-Executive Directors scrutinise the performance of management, monitor
the reporting of performance and assist in the development of strategy.
The strategic planning process in 2013 spanned three Board meetings commencing with a
dedicated strategic planning meeting to consider the key risks and opportunities facing the
Group on a rolling five year basis. This was followed by a detailed review by the full Board of
each Business Unit’s strategic plan with its management team. At the conclusion of this
process, the Board approved the overall strategic plan (2014-2018) setting the strategic
direction for the Group’s next phase of growth.
This approach has been developed to ensure that the Non-Executive Directors can
participate in the development of proposals on strategy and included a full consideration of
the key risks and opportunities facing the Group on a rolling three year basis.
The Senior Independent Director supports the Group Chairman on all governance issues and
is available to shareholders if they have concerns that contact through the normal channels
has failed to resolve.
The Group Chairman holds meetings with the Non-Executive Directors without the Executive
Directors present where considered appropriate.
The Senior Independent Director meets with the Non-Executive Directors without the Group
Chairman being present on such occasions as he considers appropriate.
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coMpliance wiTh uk corporaTe Governance coDe (2012)
Code of Best Practice – Principles
Group Statement of Compliance
B
B.1
EFFECTIVENESS
The composition of the board
The board and its committees
should have the appropriate balance
of skills, experience, independence
and knowledge of the company to
enable them to discharge their
respective duties and responsibilities
effectively.
The Board is pleased to take this opportunity to explain its reasons for its structure and, in
doing so, meet the requirements of the Code to comply or explain. The Board also wishes to
explain why it is justified in the circumstances and how good governance is still achieved.
The Company was formed in 1997 as a result of the merger of Avonmore Foods plc and
Waterford Foods plc. As part of the merger, the Society retains a major shareholding in the
Company and nominates from its Board of Directors, which is elected on a three year basis,
up to14 Non-Executive Directors for appointment to the Board of the Company. This will
reduce to eight Non-Executive Directors in 2018, more details of which are set out on page
69 of the Nomination Committee report.
All the Non-Executive Directors are considered by the Board to demonstrate the essential
characteristics of independence and bring independent challenge and deliberations to the
Board through their character, objectivity and integrity. Further information may be found on
page 69 of the Nomination Committee report.
The practical conduct of Board meetings is such that, even though there are currently 13
Non-Executive Directors appointed by the Society, the views of all the Non-Executive
Directors are given due weight and a collective approach to decision making is adopted.
The Group has an excellent track record in delivering sustained growth in shareholder value.
In the latest three year period, total shareholder return has increased by 240.58% and the
share price has risen from under €3.68 (at the end of 2010) to €11.05 at financial year end
2013, all underpinned by the Group’s good governance practices over many years.
B.2
Appointments to the board
There should be a formal, rigorous
and transparent procedure for the
appointment of new directors to
the board.
The Nomination Committee comprises four Non-Executive Directors, of whom two members
constitute a quorum, and is responsible for making recommendations to the Board on the
appointment and re-appointment of Directors and planning for the orderly succession of new
Directors to the Board. A detailed explanation of the Nomination Committee and its work is
set out in the Nomination Committee report.
B.3 Commitment
All directors should be able to
allocate sufficient time to the
company to discharge their
responsibilities effectively.
Succession planning is used by the Board to deliver two key responsibilities: firstly to ensure
that the Group is managed by executives with the necessary skills, experience and
knowledge; and secondly to ensure that the Board itself has the right balance of individuals
to be able to discharge its responsibilities effectively. The Nomination Committee has specific
responsibilities in this area but the Board as a whole is also involved in overseeing the
development of management resources with the aim of ensuring the Group has the individuals
with the right skills to meet the needs of an increasingly complex and global business.
All Non-Executive Directors are advised of the likely time commitments at appointment and
are asked to seek approval from the Nomination Committee if they wish to take on additional
external appointments. The ability of individual Directors to allocate sufficient time to the
discharge of their responsibilities is considered as part of the Board’s annual evaluation
process overseen by the Group Chairman. Any issues concerning the Group Chairman’s
time commitment are dealt with by the Nomination Committee, chaired for this purpose by
the Senior Independent Director.
The terms of appointment of Non-Executive Directors are available for inspection at the
registered office of the Company.
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Group Statement of Compliance
B
EFFECTIVENESS
B.4 Development
All directors should receive induction
on joining the board and should
regularly update and refresh their
skills and knowledge.
An induction programme is agreed for all new Directors aimed at ensuring that they are able
to develop an understanding and awareness of the Group’s core processes, its people and
businesses. A typical induction programme covers:
• Directors’ duties, corporate governance and Board procedures—the Group has a
corporate manual which is issued to all Directors and is regularly updated for new
legislation and procedures;
B.5
Information and support
The board should be supplied in a
timely manner with information in a
form and of a quality appropriate to
enable it to discharge its duties.
• 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);
• Internal Audit; and
• Site visits.
In addition to the induction programme that all Directors undertake on joining the Board, an
ongoing programme of Director development and Group awareness has been developed.
For example, as part of the annual programme of Board meetings, Directors will typically visit
some of the Group’s principal operations to meet employees and gain an understanding of
the Group’s products and services. Details of the Directors activity during 2013 are set on
page 50.
The Group Chairman, with the assistance of the Group Managing Director and Group
Secretary, is responsible for ensuring that Directors are supplied with information in a timely
manner and that it is in a form and of an appropriate quality that enables them to discharge
their duties. In the normal course of business, such information is provided by the Group
Managing Director in a regular report to the Board that includes information on operational
matters, strategic developments, financial performance relative to the business plan,
business development, corporate responsibility and investor relations.
At each scheduled Board meeting, the Group Managing Director, the Group Finance
Director, the CEO of Global Performance Nutrition and the CEO of Global Ingredients provide
operational and financial updates. Depending on the nature of the proposal to be
considered, other senior executives are invited to make presentations or participate in Board
discussions to ensure that Board decisions are supported by a full analysis of each proposal.
All Directors have access to the advice and services of the Group Secretary, who is
responsible for advising the Board on all governance matters. The Directors also have
access to independent professional advice, if required, at the expense of the Group and this
is coordinated through the Group Secretary.
B.6
Evaluation
The board should undertake a formal
and rigorous annual evaluation of its
own performance and that of its
committees and individual directors.
The Board conducts an annual review of its effectiveness and that of each Board Committee
and Board member. The evaluation of the performance of the Board is to be externally
facilitated every three years.
In 2013, we commissioned an independently facilitated Board review conducted by Karl
Croke of Board Works. The details of this review, including our objectives, findings and action
plan, are set out in full on page 50.
B.7 Re-election
All Directors are ordinarily subject to re-election at every Annual General Meeting (AGM).
All directors should be submitted for
re-election at regular intervals,
subject to continued satisfactory
performance.
Prior to the issue of the notice of the 2013 AGM, the Society informed the Company that
Brendan Hayes and Robert Prendergast, then Directors of the Company, would cease to be
Directors of the Society from its first Directors meeting following its 2013 AGM and
consequently, they would be ineligible for membership of the Board of the Company. In those
circumstances Brendan Hayes and Robert Prendergast were not put forward for re-election
at the 2013 AGM.
The Board has recommended that all Directors (with the exception of Jerry Liston as he
indicated his intention to retire prior to the commencement of the AGM) should be put
forward for re-election at the 2014 AGM. Each Director seeking re-election continues to be
effective and demonstrates commitment to their roles.
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Group Statement of Compliance
C
C.1
ACCOUNTABILITY
Financial and business reporting
The board should present a balanced
and understandable assessment
of the company’s position and
prospects.
C.2 Risk management and
internal control
The board is responsible for
determining the nature and extent of
the significant risks it is willing to take
in achieving its strategic objectives.
Through this Annual Report and, as required, through other periodic financial statements,
the Board is committed to providing shareholders and other stakeholders with a clear
assessment of the Company and the Group’s position and prospects.
A statement of the Directors’ responsibilities is set out on page 101. A statement by
the external Auditors about their reporting responsibilities is set out on page 104.
Going Concern
The Directors continue to report in the annual and half-yearly financial statements that
the business is a going concern.
The Group’s business activities, together with the factors likely to affect its future
development, performance and position are set out in the Group Managing Director’s
review on pages 12 to 15.
The financial position of the Company and the Group, its cash flows, liquidity position and
borrowing facilities are outlined in the Group Finance Director’s review on pages16 to 17.
In addition, note 3 to the financial statements includes the Company and the Group’s
objectives, policies and processes for managing its capital; its financial risk management
objectives; details of its financial instruments and hedging activities; and its exposures to
credit risk and liquidity risk. The Company and the Group have considerable financial
resources and a large number of customers and suppliers across different geographic areas
and industries. As a consequence, the Directors believe that the Company and the Group
are well placed to manage its business risks successfully. The Directors have a reasonable
expectation that the Company, and the Group as a whole, have adequate resources to
continue in operational existence for the foreseeable future. For this reason, they continue
to adopt the going concern basis in preparing the financial statements.
The Board has applied principle C.2 of the UK Corporate Governance Code by establishing
a continuous process for identifying, evaluating and managing the significant risks the Group
faces to ensure that the Group’s strategic objectives are achieved. The arrangements
established by the Board for the application of risk are outlined in the Detailed Risk report on
pages 38 to 41.
The Audit Committee assists the Board in discharging its review responsibilities in
accordance with the requirements of the revised Turnbull Guidance on Internal Control,
published by the FRC which the Board has fully adopted, and the Codes. In order to assist
the Audit Committee and the Board in their review, the Group has developed a Control Self
Assessment programme. This is subject to regular review. Having undertaken such reviews,
the Audit Committee reports to the Board on its findings so that the Board can take a view
on this matter.
The Board has reviewed the effectiveness of the current systems of risk management and
internal control specifically for the purpose of this statement and are satisfied that these
systems have been operating throughout 2013 and to the date of this report.
The Group also maintains a risk register, which contains the key risks faced by the Group,
including their likelihood and impact, as well as the controls and procedures implemented to
mitigate these risks. The content of the register is determined through regular discussions
with senior management and is reviewed by the Audit Committee.
While the Board is responsible for the Group’s system of internal control and for the ongoing
review of its effectiveness, such a system is designed to manage, rather than eliminate, the
risk of failure to achieve business objectives. It can only provide reasonable and not absolute
assurance against material misstatement or loss.
The Board has delegated to the Audit Committee oversight of the management of the
relationship with the Group’s external Auditors, further details of which can be found in the
Audit Committee report on pages 60 to 65.
Proper Books of Account
The Directors, through the use of appropriate procedures and systems, have also ensured
that measures are in place to secure compliance with the Company and the Group’s
obligation to keep proper books of account. These books of account are kept at the
registered office of the Company.
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anD The iriSh corporaTe Governance annex
coMpliance wiTh uk corporaTe Governance coDe (2012)
Code of Best Practice – Principles
Group Statement of Compliance
C
ACCOUNTABILITY
C.2 Risk management and
internal control
The board is responsible for
determining the nature and extent of
the significant risks it is willing to take
in achieving its strategic objectives.
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.
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 or 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 the Group Secretary and the Group Finance
Director as Compliance Officers, from one of whom approval must be obtained, in advance,
for any share dealings by persons to whom the rules apply. Directors’ dealings must also be
approved by the Group Chairman.
The interests of the Directors and Secretary and their spouses and minor children in the
share capital of the Company, the holding Society and subsidiary companies and societies
are set out in the Remuneration Committee report on pages 84 to 88.
Main features of Internal control and risk management systems in preparing
consolidated financial statements and financial reporting
• Board approval of the annual business and strategic plans following Group
and Business Unit strategy plan reviews;
• Monitoring of performance against the annual plan through monthly Board reports
detailing actual versus budgeted results, analysis of material variances, review of key
performance indicators and re-forecasting where required;
• Monthly reporting by all Business Units and review by Group Finance;
• Well resourced Finance function to facilitate segregation of duties;
• Audit Committee review of the integrity of the annual report and half-yearly report. Any
resulting recommendations are included in the Audit Committee Chairman’s Board report;
• Board review and approval of the Group consolidated half-yearly accounts, consolidated
annual accounts, interim management statements and any formal announcements;
• The use of a Group Finance management manual that clearly sets out Group accounting
policies and financial control procedures;
• Centralised Taxation and Treasury functions;
• Board approved Treasury risk management policies, designed to ensure that Group foreign
exchange and interest rate exposures are managed within defined parameters; and
• Appropriate IT security environment.
C.3 Audit committee and auditor
A detailed explanation is given in the Audit Committee report on pages 60 to 65.
The Audit Committee comprises eight Non-Executive Directors, of whom three members
constitute a quorum.
The board should establish formal
and transparent arrangements for
considering how they should apply
the corporate reporting and risk
management and internal control
principles and for maintaining an
appropriate relationship with the
company’s auditor.
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Code of Best Practice – Principles
Group Statement of Compliance
D
D.1
D.2
REMUNERATION
The level and components
of remuneration
Levels of remuneration should be
sufficient to attract, retain and
motivate directors of the quality
required to run the company
successfully, but a company should
avoid paying more than is necessary
for this purpose.
A significant proportion of executive
directors’ remuneration should be
structured so as to link rewards to
corporate and individual
performance.
Procedure
There should be a formal and
transparent procedure for developing
policy on executive remuneration
and for fixing the remuneration
packages of individual directors.
No director should be involved in
deciding his or her own
remuneration.
E
RELATIONS WITH SHAREHOLDERS
E.1 Dialogue with shareholders
There should be a dialogue with
shareholders based on the mutual
understanding of objectives.
The board as a whole has
responsibility for ensuring that a
satisfactory dialogue with
shareholders takes place.
E.2 Constructive use of the AGM
The board should use the AGM to
communicate with investors and to
encourage their participation.
Our remuneration strategy and policies focus on using remuneration to facilitate the
implementation of a successful corporate strategy that delivers superior earnings growth and
total shareholder returns for our shareholders over the long term by attracting, retaining and
motivating high quality and committed people who are critical to sustain the future
development of the Group.
A detailed explanation is given in the Remuneration Committee report on pages 70 to 88.
Remuneration packages for individual Executive Directors are set by the Remuneration
Committee after receiving appropriate information from independent sources and Group
Human Resources. The Remuneration Committee comprises six Non-Executive Directors,
of whom three members constitute a quorum. The Group Managing Director and the Group
Human Resources Director attend Committee meetings by invitation only. They absent
themselves when their remuneration is discussed and no Director is involved in considering
his/her own remuneration.
The Group has a well developed investor relations programme managed by the Group
Finance Director. This includes regular contact with major shareholders including the Society
to keep them informed of progress on Group performance. A description of our Investor
relations activity during 2013 is set out on page 17.
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 Codes, details of proxy
voting by shareholders, including votes withheld, are made available on request and are
placed on the Group’s website following the meeting.
To ensure shareholders have time to consider the Annual Report and Financial Statements
and lodge their proxy votes, notice of the AGM and related documents are issued more than
20 working days prior to the meeting. The Company offers all shareholders the choice of
submitting proxy votes either electronically or in paper format. It also offers them the option
to abstain.
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anD The iriSh corporaTe Governance annex
coMpliance wiTh iSe annex
Code of Best Practice – Principles
Group Statement of Compliance
1
Composition of the board
A detailed explanation of the rationale for the current Board size and structure is set out
opposite the composition of the board on page 91. Anticipated changes (from 2016 to 2018) to
the Board size and structure are set out on page 69 of the Nomination Committee report.
All the Non-Executive Directors are considered by the Board to demonstrate the essential
characteristics of independence and bring independent challenge and deliberations to the
Board through their character, objectivity and integrity. Further information may be found on
page 69 of the Nomination Committee report.
Our Directors come from a diversity of backgrounds, ranging from public service, accountancy
and banking to industry (dairy, pharmaceutical, fast moving consumer goods and production).
A detailed description of the skills, expertise and experience that each of the Directors brings
to the Board is set out on pages 52 to 55. The date of appointment of each Director, the length
of service of each Director as a Director is given on page 56 and, where applicable,
the length of service of each Director on a Board Committee is also given in the respective
Committee reports.
We involve all Directors in formulating our strategic business plan (which is the route map
which guides us to meet our objectives and provides a vital framework within which the
Group operates) and in all key decision making.
The Group Chairman ensures that the skills, expertise and experience of the Board are
harnessed to best effect in addressing significant issues facing the Group by ensuring:
(i) Directors are properly informed on all matters; (ii) that discussions foster constructive
challenge and debate; and (iii) that adequate time is provided for discussions so that
the view of each Director is presented and considered.
Directors’ roles and responsibilities are clarified from the outset and continually updated to
reflect the evolving business and changing dynamics. We encourage training and personal
development, and as part of the annual evaluation process, the Group Chairman discusses
individual training and development requirements for each Director. Additionally, the Senior
Independent Director is available to all fellow Non-Executive Directors, either individually or
collectively, to discuss any matters of concern in a forum that does not include Executive
Directors or the management of the Company.
2
Board appointments
A detailed explanation is given in the Nomination Committee report on pages 66 to 69.
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Group Statement of Compliance
3
Board evaluation
We have established a formal process for the annual evaluation of the performance of the Board,
its principal Committees and individual Directors. The objective of the annual Board evaluation is
to provide assurance to our shareholders and other stakeholders that we are committed to the
highest standards of governance and probity, and to gain insight into Board effectiveness to help
the Board perform as well as possible and help the Board understand how well it is operating in
key areas. These include: Board performance and strategic oversight, risk management and
internal control, Board Committees, succession planning and talent management, Board
processes, culture and relationships, diversity, individual performance; including Chairman and
CEO performance, priorities to enhance Board performance.
In 2013, we commissioned an independently facilitated Board review conducted by Karl Croke
of Board Works. The details of this review, including our objectives, findings and action plan,
are set out in full on page 50.
The Board evaluation process was as follows:
• Meeting with the Group Chairman and Group Secretary to agree the terms of reference,
methodology and timelines;
• Development of the questionnaire which encompassed the main Board and Committees.
• Completion of the questionnaire by each Board member;
• Confidential one to one interview with each Board member. The interview reviewed each
Board member’s completed questionnaire and also encompassed broader Board issues;
• Analysis by Karl Croke of Board Works of the completed questionnaires and interviews;
• Report completion;
• Presentation to the Board;
• Agreed action.
4
5
6
Board re-election
Audit committee
A detailed explanation is given in the Nomination Committee report on pages 66 to 69.
A detailed explanation is given in the Audit Committee report on pages 60 to 65 and
the Detailed Risk report on pages 38 to 41.
Remuneration
A detailed explanation is given in the Remuneration report and throughout this Annual Report.
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Governance
oTher STaTuTory inforMaTion
At the 2013 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 2014 AGM
or 20 August 2014 and a resolution will
not be proposed at the 2014 AGM to
renew this authority.
Dividends
An interim dividend of 4.03 cent per
share was paid on 11 October 2013 to
shareholders on the register at the close
of business on 30 August 2013. The
Directors propose a final dividend of 5.97
cent per share. Subject to shareholder
approval, the final dividend will be paid on
16 May 2014 to shareholders on the share
register on 4 April 2014.
Following approval of shareholders at the
AGM in 2010, 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 shareholders’ dividend will
default to a sterling payment. All other
shareholders’ dividends will default to a
euro payment.
Retirement of Directors
In accordance with the UK Corporate
Governance Code (2012), all Directors will
retire at the 2014 AGM and, being eligible,
offer themselves for re-appointment
with the exception of Jerry Liston, who is
retiring from the Board.
Annual General Meeting
The Company’s AGM will be held on 13
May 2014. Full details of the AGM,
together with explanations of the
resolutions to be proposed, are contained
in the Notice of Meeting available on the
Group’s website: www.glanbia.com
and, if requested, posted with this
Annual Report.
Powers of the Directors
The Directors are responsible for the
management of the business of the
Company and the Group and may
exercise all powers of the Company
subject to applicable legislation and
regulation and the Articles of Association.
At the 2013 AGM, the Directors were
given the power to issue new shares up to
a nominal amount of €628,458.96. This
power will expire on the earlier of the
conclusion of the 2014 AGM or 20 August
2014. Accordingly, a resolution will be
proposed at the 2014 AGM to renew
the Company’s authority to issue further
new shares.
At the 2013 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
€628,458.96. This authority too will expire
on the earlier of the conclusion of the 2014
AGM or 20 August 2014. A resolution will
be proposed at the 2014 AGM to renew
this authority.
At the 2013 AGM, the Directors were
given the power to buy back a maximum
number of 29,552,568 ordinary shares
(equivalent to 10% of its own shares)
within a price range specified in the
resolution. A resolution will not be
proposed at the 2014 AGM to renew
the Company’s authority to acquire its
own shares.
Principal activities
Glanbia plc is a global performance
nutrition and ingredients group,
headquartered in Ireland, with operations
in 32 countries including Ireland, mainland
Europe, the USA, Africa and Asia.
Further detail can be found in:
Where We Operate on pages 6 to 7.
The Directors have set out in this report a
fair review of the business of the Group
during the financial year ended 4 January
2014, 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
Strategic Report and Detailed Business
Review sections of this report on
pages 2 to 47. A description of the
Group’s Business Model and Strategy
for delivering it’s objectives is set out
on pages 20 to 27.
Process for appointment of Directors
In addition to the Companies Acts, the
Articles of Association of the Company
contain provisions regarding the
appointment and retirement of Directors.
At each Annual General Meeting (AGM)
the Articles of Association provide that
each Director who has been in office at the
conclusion of each of the three preceding
AGMs and who has not been appointed
or re-appointed at either of the two most
recently held of those three meetings shall
retire from office. No person other than a
Director retiring by rotation shall be
appointed a Director at any general
meeting unless he is recommended by the
Directors or, not less than seven nor more
than forty two days before the date
appointed for the meeting, notice
executed by a member qualified to vote at
the meeting has been given to the
Company of the intention to propose that
person for appointment. If a Director is
also a Director of Glanbia Co-operative
Society Limited (“the Society”), the
Articles of Association provide that his
appointment as a Director shall terminate
automatically in the event of his ceasing to
be a Director of the Society.
The Articles of Association also contain
provisions regarding the automatic
retirement of a Director in certain other
limited circumstances.
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Political donations
The Electoral Act, 1997 as amended
requires companies to disclose all political
donations over €200 in aggregate made
during the financial year. The Directors,
on enquiry, have satisfied themselves
that no payment or other donations in
excess of this amount have been made
by the Group.
Issued share capital
At 4 January 2014 the authorised share
capital of the Company was 306,000,000
ordinary shares of €0.06 each and the
issued share capital was 295,645,684
(2012: 294,955,684) ordinary shares of
€0.06 each, of which 41.3% was held by
the Society. All the Company’s shares are
fully paid up and quoted on the Irish and
London Stock Exchanges. During the year
690,000 ordinary shares of €0.06 each were
allotted, upon the exercise of outstanding
share options under the 2002 LTIP.
Details of the Company’s share capital and
shares under option or award at 4 January
2014 are given in notes 22 and 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
shareholder 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 a
return of capital on a winding up, holders
of ordinary shares are entitled to
participate.
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 share(s) where the
holder of the share(s) 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 4 January 2014, 864,898
ordinary shares were held in employee
benefit trusts for the purpose of the
Group’s employee share schemes.
The Trustees of the employee trusts do
not seek to exercise voting rights on
shares held in the employee trusts 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
Shareholder(s) have the right to ask
questions related to items on the agenda
of a general meeting and to receive
answers, subject to certain qualifications.
Shareholder(s) holding 3% of the issued
share capital of the Company, representing
at least 3% of its total voting rights, 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 2014
AGM available on the Group website:
www.glanbia.com and, if requested,
posted with this Annual Report.
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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 Group’s website after the
meeting.
Memorandum and Articles
of Association
The Company’s Memorandum and Articles
of Association set out the objects and
powers of the Company. The Articles of
Association detail the rights attaching to
the shares; the method by which the
Company’s shares may 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
Group’s website: www.glanbia.com.
Unless expressly specified to the contrary
in the Articles of Association of the
Company, the Company’s Memorandum
and Articles of Association may be
amended by special resolution of the
Company’s shareholders.
www.glanbia.com
99
Governance
oTher STaTuTory inforMaTion
Substantial interests
The Company has been advised of the following notifiable interests in its ordinary share
capital:
Shareholder
Glanbia Co-operative
Society Limited
Capital Group
Companies, Inc
No of
ordinary
shares as at
4/01/2014
% of issued
share Capital
as at
4/01/2014
No of
ordinary
shares as at
11/03/2014
% of issued
share Capital
as at
11/03/2014
122,108,880
41.3%
122,108,880
41.3%
12,050,287
4.07%
14,885,551
5.03%
Change of control provisions
The Group has certain debt facilities which
may require repayment in the event that a
change in control occurs with respect to
the Group.
Corporate social responsibility
Glanbia is focused on corporate social
responsibility in three areas – our
employees, the environment and our
local communities.
More particular details of which are
summarised in Corporate social
responsibility on pages 42 to 47.
Subsidiary and associated
undertakings
A list of the principal subsidiary and
associated undertakings is included
in note 39 to the financial statements.
Accountability and audit
Financial reporting
Directors’ responsibilities for preparing the
Financial Statements for the Company and
the Group are detailed on page 101.
The Independent Auditors’ Report details
the respective responsibilities of Directors
and external Auditors.
External Auditors
The external Auditors,
PricewaterhouseCoopers, have
expressed their willingness to continue in
office in accordance with Section 160(2) of
the Companies Act,1963.
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 Company 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 were 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 employee
share 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 of a change of control.
The Board is satisfied that no change of
control provisions has occurred in respect
of these agreements.
100 Glanbia plc 2013 Annual Report and Accounts
STaTeMenT of DirecTorS’ reSponSiBiliTieS
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 corporate
governance 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.
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 2013 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 certain corporate and financial
information included on the Group’s
website. Legislation in Ireland concerning
the preparation and dissemination of
Financial Statements may differ from
legislation in other jurisdictions.
Each of the current Directors, whose
names and functions are listed on pages
52 to 57 confirms that they consider that
the Annual Report and Financial
Statements, taken as a whole is fair,
balanced and understandable and
provides the information necessary for
shareholders to assess the Company’s
and the Group’s performance, business
model and strategy. Each of the current
Directors also 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.
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Directors Report
On behalf of the Board
Liam Herlihy
Directors
11 March 2014
Siobhán Talbot
Mark Garvey
www.glanbia.com 101
Brand power
BuilDinG The larGeST global
perforMance nuTriTion company
Charles Hemmingway
Global Performancce
Nutrition
brand power
We lead through insight driven
consumer engagement that
ingrains our brands in their
fitness lifestyle. We succeed by
enabling our consumers to
achieve, with education on how
to accomplish their fitness goals
across digital, social, and face
to face interaction that motivates
them to stick with it.
We maximize our relevance
with regional marketing and
customer collaboration to
localise activities. We grow by
turning our loyal consumers into
brand advocates that share their
passion for our brands in the
gyms and across social media
as they are our best marketers.
“Our mission is to be the
first choice of athletes
and fitness enthusiasts
everywhere to help them
achieve their goals
through the highest-
quality, most innovative
performance nutrition
products.”
102 Glanbia plc 2013 Annual Report and Accounts
102 Glanbia plc 2013 Annual Report and Accounts
Brand power
BuilDinG The larGeST global
perforMance nuTriTion company
financial STaTeMenTS
Independent Auditors’ report
Group income statement
Group statement of comprehensive income
Group statement of changes in equity
Group balance sheet
Group statement of cash flows
Company balance sheet
Company statement of changes in equity
Company statement of comprehensive income
and statement of cash flows
Notes to the financial statements
Shareholders’ information
Contacts
104
108
109
110
111
112
113
114
115
116
177
180
www.glanbia.com 103
www.glanbia.com 103
financial Statements
inDepenDenT auDiTorS’ reporT To The MeMBerS of GlanBia plc
reporT on The financial STaTeMenTS
Our opinion
In our opinion:
• the Group Financial Statements give a true and fair view, in
accordance with International Financial Reporting Standards
(IFRSs) as adopted by the European Union, of the state of the
Group’s affairs as at 04 January 2014 and of its profit and cash
flows for the year then ended;
• the 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 2013, of the state of the Company’s affairs as at
04 January 2014 and of its cash flows for the year then ended;
and
• the Group and Company Financial Statements have been
properly prepared in accordance with the requirements of the
Companies Acts 1963 to 2013 and, as regards the Group
Financial Statements, Article 4 of the IAS Regulation.
This opinion is to be read in the context of what we say below.
What we have audited
The Group Financial Statements and Company Financial
Statements (the “Financial Statements”), which are prepared by
Glanbia plc, comprise:
• the Group and Company Balance Sheets as at 04 January
2014;
• the Group Income Statement and Group and Company
Statements of Comprehensive Income for the year then ended;
• the Group and Company Statements of Changes in Equity and
Statements of Cash Flows for the year then ended; and
• the notes to the Financial Statements, which include a
summary of significant accounting policies and other
explanatory information.
The financial reporting framework that has been applied in their
preparation comprises Irish law and IFRSs as adopted by the
European Union and, as regards the Company, as applied in
accordance with the provisions of the Companies Acts 1963 to
2013.
Certain disclosures required by the financial reporting framework
have been presented elsewhere in the Annual Report rather than
in the notes to the Financial Statements. These are cross-
referenced from the Financial Statements and are identified as
audited.
What an audit of Financial Statements involves
We conducted our audit in accordance with International
Standards on Auditing (UK and Ireland) (ISAs (UK & Ireland)).
An audit involves obtaining evidence about the amounts and
disclosures in the Financial Statements sufficient to give
reasonable assurance that the Financial Statements are free from
material misstatement, whether caused by fraud or error. This
includes an assessment of:
• whether the accounting policies are appropriate to the Group’s
and Parent Company’s circumstances and have been
consistently applied and adequately disclosed;
• the reasonableness of significant accounting estimates made
by the Directors; and
• the overall presentation of the Financial Statements.
In addition, we read all the financial and non-financial information
in the Annual Report to identify material inconsistencies with the
audited Financial Statements and to identify any information that
is apparently materially incorrect based on, or materially
inconsistent with, the knowledge acquired by us in the course of
performing the audit. If we become aware of any apparent
material misstatements or inconsistencies we consider the
implications for our report.
Overview of our audit approach
Materiality
We set certain thresholds for materiality. These helped us to
determine the nature, timing and extent of our audit procedures
and to evaluate the effect of misstatements, both individually and
on the Financial Statements as a whole.
Based on our professional judgement, we determined materiality
for the Group Financial Statements as a whole to be €8 million,
which is approximately 5% of profit before tax and exceptional
items (to exclude the effect of volatility).
We agreed with the Audit Committee that we would report to
them misstatements identified during our audit above €400,000
as well as misstatements below that amount that, in our view,
warranted reporting for qualitative reasons.
Overview of the scope of our audit
The Group is structured along four business segments, Global
Performance Nutrition, Global Ingredients, Dairy Ireland and Joint
Ventures and Associates. The Group Financial Statements are a
consolidation of 32 reporting units, comprising the Group’s
operating businesses and centralised functions.
In establishing the overall approach to the Group audit, we
determined the type of work that needed to be performed at the
reporting units by us, as the Group engagement team, or
component auditors within PwC ROI and from other PwC
network firms operating under our instruction. Where the work
was performed by component auditors, we determined the level
of involvement we needed to have in the audit work at those
reporting units to be able to conclude whether sufficient
appropriate audit evidence had been obtained as a basis for our
opinion on the Group Financial Statements as a whole.
104 Glanbia plc 2013 Annual Report and Accounts
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Our Group audit scope focused on eighteen Glanbia reporting
entities. Eleven subsidiaries and joint ventures including the
primary central reporting entity which controls Group functions
including those covering treasury, taxation and pensions, were
subject to an audit of their full financial information. Glanbia
Ingredients Ireland Limited, a material associate, which while not
controlled by the Group, was also subject to an audit of their full
financial information.
These operations which were subject to a full scope audit
accounted for approximately 88 per cent of Group turnover and
in excess of 90 per cent of Group profit before tax. Taken
collectively these reporting entities represent the principal
Business Units of the Group.
Specific audit procedures on certain balances and transactions
were performed at six of the remaining reporting units. This,
together with additional procedures performed at the Group level,
gave us the evidence we needed for our opinion on the Group
Financial Statements as a whole.
The Group audit team follows a programme of planned site visits
that is designed so that senior team members visit the full scope
audit reporting entities regularly on a rotational basis. In addition
to these visits, meetings are held with each full scope reporting
entity’s component auditors at least once a year.
For the year ended 04 January 2014 ten reporting entities were
visited. Post audit conference calls were held with component
auditors for any entities not visited during the year by the Group
audit team.
Areas of particular audit focus
In preparing the Financial Statements, the Directors made a
number of subjective judgements, for example in respect of
significant accounting estimates that involved making
assumptions and considering future events that are inherently
uncertain. We primarily focused our work in these areas by
assessing the Directors’ judgements against available evidence,
forming our own judgements, and evaluating the disclosures in
the Financial Statements.
In our audit, we tested and examined information, using sampling
and other auditing techniques, to the extent we considered
necessary to provide a reasonable basis for us to draw
conclusions. We obtained audit evidence through testing the
effectiveness of controls, substantive procedures or a
combination of both.
We considered the following areas to be those that required
particular focus in the current year. This is not a complete list of all
risks or areas of focus identified by our audit. We discussed these
areas of focus with the Audit Committee. Their report on those
matters that they considered to be significant issues in relation to
the Financial Statements is set out on page 63.
Goodwill and indefinite life intangible assets
impairment assessment
Area of focus
We focused on this area because the determination of whether
an impairment charge for goodwill or indefinite life intangible
assets was necessary involved significant judgements in
estimating the future results of the business.
Refer also to note 15 to the Financial Statements.
How the scope of our audit addressed the area of focus
We evaluated management’s future cash flow forecasts, and the
process by which they were drawn up, including comparing them
to the latest Board approved budgets, and testing the underlying
calculations.
We challenged management’s key assumptions for growth rates
in the forecasts by considering the Group’s historic growth rates
and its achievement of past strategic objectives.
We challenged the discount rate used by recalculating the cost of
capital for the Group using observable inputs from independent
sources. We also benchmarked the discount rate used against
the published cost of capital for comparable organisations.
We performed sensitivity analysis around the key drivers of
management’s impairment testing models including growth rates
applied to the cash flow forecasts and the discount rate.
Provision for income taxes
Area of focus
As described in the critical accounting judgements section in note
4, the Group is subject to income tax in numerous jurisdictions
and significant judgement is required in determining the
worldwide provision for income taxes as there are many
transactions during the ordinary course of business for which the
ultimate tax determination is uncertain.
This area required our focus as there is a level of estimation and
judgement in calculating such liabilities.
How the scope of our audit addressed the area of focus
We obtained an understanding of the critical accounting
judgements made in the estimation of these liabilities through
discussions with management and the Group’s in-house tax
specialists.
We challenged judgements used and estimates made by
management to support the provision for uncertain tax positions.
This included holding discussions with our in-house taxation
specialists to assist us in evaluating the assumptions and
methodologies used by the Group in calculating tax liabilities.
We read the relevant correspondence between the Group and
relevant tax authorities.
www.glanbia.com 105
financial Statements
inDepenDenT auDiTorS’ reporT To The MeMBerS of GlanBia plc
Pension liabilities
Area of focus
The magnitude of the deficits on the Group’s defined benefit
pension schemes included on the Balance Sheet is dependent on
a number of key estimates, a significant assumption being the
discount rate at year end. Assumptions regarding mortality rates
are also important. A modest change in such assumptions can
result in a material change in the value of the overall deficit.
The Group also recognised an exceptional gain during the year
arising from revisions to the Group’s pension arrangements for
two smaller Irish defined benefit schemes. The calculation of this
gain involves a degree of estimation as it is partly based on
actuarial assumptions.
How the scope of our audit addressed the area of focus
We challenged the reasonableness of the actuarial assumptions
used by management, by holding dialogue with our in-house
actuaries and comparing the assumptions to third party
benchmark data.
We independently assessed the calculation of the gain,
challenged the reasonableness of the actuarial assumptions used
and viewed correspondence between the Trustees and Irish
Pension Board.
Fraud in revenue recognition
Area of focus
ISAs (UK & Ireland) presume there is a risk of fraud in revenue
recognition because of the pressure management may feel to
achieve the planned results.
How the scope of our audit addressed the area of focus
As the foundation of the evidence we obtained regarding the
revenue recognised during the year, we evaluated the relevant IT
systems and tested the internal controls over the completeness,
accuracy and timing of revenue recognised in the Financial
Statements. We also tested certain journal entries posted to
revenue accounts to identify unusual or irregular items.
We tested a sample of credit notes recorded during the year and
after the year end to ensure appropriate revenue recognition. We
traced a sample of sales recorded during the year to delivery
documentation and cash remittance.
We read extracts of relevant customer agreements and tested the
amounts recorded for rebate arrangements in Global
Performance Nutrition and in Consumer Foods Ireland by
independently recalculating rebate amounts based on the
underlying customer agreements and the observable sales data
of the entity.
Risk of management override of internal controls
Area of focus
ISAs (UK & Ireland) require that we consider this.
How the scope of our audit addressed the area of focus
We assessed the overall control environment of the Group,
including the arrangements for staff to “whistle-blow”
inappropriate actions, and interviewed senior management and
the Group’s internal audit function. We examined the significant
accounting estimates and judgements relevant to the Financial
Statements for evidence of bias by the directors that may
represent a risk of material misstatement due to fraud. We also
tested journal entries.
Going Concern
Under the Listing Rules of the Irish Stock Exchange we are
required to review the Directors’ statement in relation to going
concern. We have nothing to report having performed our review.
As noted in the Statement of Directors’ responsibilities, the
Directors have concluded that it is appropriate to prepare
the Group’s and Company’s Financial Statements using the going
concern basis of accounting. The going concern basis presumes
that the Group and Company have adequate resources to remain
in operation, and that the Directors intend them to do so, for at
least one year from the date the Financial Statements were
signed. As part of our audit we have concluded that the Directors’
use of the going concern basis is appropriate.
However, because not all future events or conditions can
be predicted, these statements are not a guarantee as to
the Group’s and the Company’s ability to continue as a
going concern.
MaTTerS on which we are requireD
To reporT By The coMpanieS acTS
1963 To 2013
• 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
Company.
• The Company Balance Sheet is in agreement with the books
of account.
• In our opinion the information given in the Directors’ Report is
consistent with the Financial Statements and the description in
the Corporate Governance Statement 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 Company, as stated in the Company
Balance Sheet, 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 04 January 2014 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.
106 Glanbia plc 2013 Annual Report and Accounts
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MaTTerS on which we are requireD To
reporT By excepTion
reSponSiBiliTieS for The financial
STaTeMenTS anD The auDiT
Our responsibilities and those of the Directors
As explained more fully in the Directors’ Responsibilities
Statement set out on page 101, the Directors are responsible for
the preparation of the Group and Company Financial Statements
giving a true and fair view.
Our responsibility is to audit and express an opinion on the Group
and Company Financial Statements in accordance with Irish law
and ISAs (UK & Ireland). Those standards require us to comply
with the Auditing Practices Board’s Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and
only for the 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 these opinions, 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.
Martin Freyne
for and on behalf of PricewaterhouseCoopers
Chartered Accountants and Statutory Audit Firm
Ballycar House
Newtown
Waterford
11 March 2014
Directors’ remuneration and transactions
Under the Companies Acts 1963 to 2013 we are required to
report if, in our opinion, the disclosure of Directors’ remuneration
and transactions specified by law have not been made, and
under the Listing Rules of the Irish Stock Exchange we are
required to review the six specified elements of disclosures in the
report to shareholders by the Board on Directors’ remuneration.
We have nothing to report arising from these responsibilities.
Corporate Governance Statement
Under the Listing Rules of the Irish Stock Exchange we are
required to review the part of the Corporate Governance
Statement relating to the Company’s compliance with nine
provisions of the UK Corporate Governance Code (‘the Code’)
and the two provisions of the Irish Corporate Governance Annex
specified for our review. We have nothing to report having
performed our review.
On page 101 of the Annual Report, as required by the Code
Provision C.1.1, the Directors state that they consider the Annual
Report taken as a whole to be fair, balanced and understandable
and provides the information necessary for members to assess
the Group’s performance, business model and strategy. On page
63, as required by C3.8 of the Code, the Audit Committee has
set out the significant issues that it considered in relation to the
Financial Statements, and how they were addressed. Under ISAs
(UK & Ireland) we are required to report to you if, in our opinion:
• the statement given by the Directors is materially inconsistent
with our knowledge of the Group acquired in the course of
performing our audit; or
• the section of the Annual Report describing the work of the
Audit Committee does not appropriately address matters
communicated by us to the Audit Committee.
We have no exceptions to report arising from this responsibility.
Other information in the Annual Report
Under ISAs (UK & Ireland), we are required to report to you if, in
our opinion, information in the Annual Report is:
• materially inconsistent with the information in the audited
Financial Statements; or
• apparently materially incorrect based on, or materially
inconsistent with, our knowledge of the Group and Company
acquired in the course of performing our audit; or
• is otherwise misleading.
We have no exceptions to report arising from this responsibility.
www.glanbia.com 107
Financial Statements
Group income statement
for the financial year ended 04 January 2014
Continuing operations
Revenue
Earnings before interest, tax and
amortisation (EBITA)
Intangible asset amortisation
Operating profit
Finance income
Finance costs
Share of results of Joint Ventures & Associates
Profit before taxation
Income taxes
Profit for the year from continuing
operations
Discontinued operations
Profit for the year from discontinued
operations, net of tax
Pre-
exceptional
2013
€’000
Exceptional
2013
€’000
(note 7)
Notes
Total
2013
€’000
Pre-
exceptional
2012*
€’000
Exceptional
2012*
€’000
(note 7)
Total
2012*
€’000
5 2,382,133
– 2,382,133 2,211,757
– 2,211,757
187,665
(21,011)
6
5,804
–
193,469
(21,011)
176,730
(19,864)
1,610
–
178,340
(19,864)
166,654
5,804
172,458
156,866
1,610
158,476
10
10
2,168
(25,110)
26,488
–
–
–
2,168
(25,110)
26,488
2,942
(23,370)
12,147
–
–
–
2,942
(23,370)
12,147
170,200
(24,692)
11
5,804
(316)
176,004
(25,008)
148,585
(25,611)
1,610
1,440
150,195
(24,171)
145,508
5,488
150,996
122,974
3,050
126,024
7
–
–
–
27,133
(7,761)
19,372
Profit for the year
145,508
5,488
150,996
150,107
(4,711)
145,396
Attributable to:
Equity holders of the Parent
Non-controlling interests
25
150,330
666
150,996
Earnings per share from continuing and discontinued operations attributable to the equity holders of the Parent
Basic earnings per share (cents)
From continuing operations
From discontinued operations
Diluted earnings per share (cents)
From continuing operations
From discontinued operations
12
12
*As re-presented to reflect the adoption of IAS 19 (revised) - Employee Benefits
On behalf of the Board
L Herlihy S Talbot M Garvey
Directors
51.01
–
51.01
50.66
–
50.66
144,956
440
145,396
42.71
6.59
49.30
42.33
6.53
48.86
108
Glanbia plc 2013 Annual Report and Accounts
Group statement of comprehensive income
for the financial year ended 04 January 2014
Profit for the year
Other comprehensive income/(expense)
Items that are not reclassified subsequently to the Group income statement:
Remeasurements – defined benefit schemes
Deferred tax (charge)/credit on remeasurements
Share of remeasurements – Joint Ventures & Associates
Deferred tax credit on remeasurements – Joint Ventures & Associates
Items that may be reclassified subsequently to the Group income statement:
Currency translation differences
Net investment hedge
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
Other comprehensive (expense) for the year, net of tax
Total comprehensive income for the year
Total comprehensive income attributable to:
Equity holders of the Parent
Non-controlling interests
Total comprehensive income for the year
*As re-presented to reflect the adoption of IAS 19 (revised) - Employee Benefits
Notes
2013
€’000
150,996
2012*
€’000
145,396
28
27
24
24
22
22
22
22
27
(1,546)
(100,095)
(166)
(1,149)
220
10,801
(1,227)
169
(24,592)
2,472
1,425
898
(541)
(8,071)
1,409
(971)
3,445
(172)
(22,979)
(94,712)
128,017
50,684
127,351
50,244
25
666
440
128,017
50,684
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www.glanbia.com 109
Financial Statements
Group statement of changes in equity
for the financial year ended 04 January 2014
Attributable to equity holders of the Parent
Share
capital and
share
premium
€’000
(note 23)
Retained
earnings*
€’000
(note 24)
Other
reserves
€’000
(note 22)
Total
€’000
Non-
controlling
interests
€’000
(note 25)
Total
€’000
Balance at 31 December 2011
100,962
153,544
261,308
515,814
7,135
522,949
Balance at 29 December 2012
102,095
145,289
289,997
537,381
7,275
544,656
Profit for the year
Other comprehensive income/(expense)
Remeasurements – defined benefit schemes
Deferred tax on remeasurements
Share of remeasurements – Joint Ventures & Associates
Fair value movements
Deferred tax on fair value movements
Currency translation differences
Net investment hedge
Total comprehensive (expense)/income for the year
Dividends paid during the year
Cost of share based payments
Transfer on exercise, vesting or expiry of share based
payments
Shares issued
Premium on shares issued
Purchase of own shares
Profit for the year
Other comprehensive income/(expense)
Remeasurements – defined benefit schemes
Deferred tax on remeasurements
Share of remeasurements – Joint Ventures & Associates
Fair value movements
Deferred tax on fair value movements
Currency translation differences
Net investment hedge
Total comprehensive (expense)/income for the year
Dividends paid during the year
Cost of share based payments
Transfer on exercise, vesting or expiry of share based
payments
Shares issued
Premium on shares issued
Purchase of own shares
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2,474
(172)
(8,071)
1,409
144,956
144,956
440
145,396
(100,095)
(100,095)
10,801
(1,058)
–
–
–
–
10,801
(1,058)
2,474
(172)
(8,071)
1,409
–
–
–
–
–
–
–
(100,095)
10,801
(1,058)
2,474
(172)
(8,071)
1,409
(4,360)
54,604
50,244
440
50,684
–
(25,327)
(25,327)
(300)
(25,627)
3,209
–
3,209
588
(588)
25
1,108
–
–
–
(7,692)
–
–
–
–
25
1,108
(7,692)
–
–
–
–
–
3,209
–
25
1,108
(7,692)
–
–
–
–
2,323
(541)
(24,592)
2,472
150,330
150,330
666
150,996
(1,546)
(1,546)
(166)
(929)
–
–
–
–
(166)
(929)
2,323
(541)
(24,592)
2,472
–
–
–
–
–
–
–
(1,546)
(166)
(929)
2,323
(541)
(24,592)
2,472
(20,338)
147,689
127,351
666
128,017
–
(27,929)
(27,929)
(307)
(28,236)
4,568
–
4,568
4,468
(4,468)
41
1,861
–
–
–
(7,387)
–
–
–
–
41
1,861
(7,387)
–
–
–
–
–
4,568
–
41
1,861
(7,387)
Balance at 04 January 2014
103,997
126,600
405,289
635,886
7,634
643,520
*As re-presented to reflect the adoption of IAS 19 (revised) - Employee Benefits
110
Glanbia plc 2013 Annual Report and Accounts
Group BALANCE SHEET
as at 04 January 2014
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
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
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 S Talbot M Garvey
Directors
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Notes
2013
€’000
2012
€’000
14
15
16
17
19
27
18
20
19
32
21
373,972
309,496
454,486
473,016
80,492
62,894
9,376
22,464
9,498
67,586
58,482
16,835
19,963
9,144
1,013,182
954,522
314,481
282,028
257,216
271,589
1,750
1,457
106,259
275,572
679,706
830,646
1,692,888 1,785,168
23
22
24
103,997
102,095
126,600
145,289
405,289
289,997
635,886
537,381
25
7,634
7,275
643,520
544,656
26
27
28
29
30
441,641
527,046
95,584
78,035
18,492
2,471
91,057
98,133
22,013
2,636
636,223
740,885
31
344,642
345,423
26
32
29
1,415
7,430
39,062
125,086
1,725
26,301
938
20,750
413,145
499,627
1,049,368 1,240,512
1,692,888 1,785,168
www.glanbia.com 111
Financial Statements
Group statement of cash flows
for the financial year ended 04 January 2014
Cash flows from operating activities
Cash generated from operating activities
Interest received
Interest paid
Tax paid
Interest and tax paid - discontinued operations
Net cash inflow from operating activities
Cash flows from investing activities
Acquisition of subsidiary, net of cash acquired
Disposal of undertaking and investment in associate
Repayment of intercompany balance
Insurance proceeds
Disposal of Yoplait franchise
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/(advanced) to joint ventures and associates
Decrease in available for sale financial assets
Proceeds from sale of property, plant and equipment
Investing cash flows from discontinued operations
Net cash (outflow)/inflow from investing activities
Cash flows from financing activities
Proceeds from issue of ordinary shares
Purchase of own shares
(Decrease) in borrowings
Dividends paid to Company shareholders
Dividends paid to non-controlling interests
Capital grants received
Financing cash flows from discontinued operations
Net cash (outflow) from financing activities
Net (decrease)/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
Cash and cash equivalents at the end of the year
Reconciliation of net cash flow to movement in net debt
Net (decrease)/increase in cash and cash equivalents
Cash movements from debt financing
Fair value movement of currency and interest rate swaps
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
112
Glanbia plc 2013 Annual Report and Accounts
Notes
2013
€’000
2012
€’000
35
163,493
128,817
2,253
(26,409)
(31,600)
–
2,814
(24,240)
(26,688)
(7,657)
107,737
73,046
–
–
–
7,670
–
–
(94,897)
(11,543)
10,937
7,178
1,752
780
(45,365)
25,599
125,652
8,132
18,000
(1,104)
(65,893)
(4,119)
13,778
(3,275)
523
495
17
7
–
(23,964)
(78,123)
48,459
23
22
13
25
7
1,902
(7,387)
(162,921)
(27,929)
(307)
–
–
1,133
(7,692)
(44,646)
(25,327)
(300)
1,584
(928)
(196,642)
(76,176)
(167,028)
275,572
(2,285)
45,329
231,373
(1,130)
21
106,259
275,572
2013
€’000
(167,028)
162,921
(4,107)
674
5,549
2,116
(376,560)
2012
€’000
45,329
47,869
93,198
2,850
7,723
103,771
(480,331)
(374,444)
(376,560)
26
21
(480,703)
106,259
(652,132)
275,572
(374,444)
(376,560)
Company BALANCE SHEET
as at 04 January 2014
ASSETS
Non-current assets
Investments in associates
Investments
Current assets
Trade and other receivables
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
Bank overdraft
Total liabilities
Total equity and liabilities
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Notes
2013
€’000
2012
€’000
16
18
19
22,876
22,876
609,954
611,661
632,830
634,537
209
209
632
632
633,039
635,169
23
24
459,265
65,170
4,350
457,363
107,795
2,701
528,785
567,859
31
26
102,021
64,554
2,233
104,254
2,756
67,310
633,039
635,169
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 loss for the year dealt with in the Financial Statements of the Company amounts to €10.2 million
(2012: profit €55.9 million).
On behalf of the Board
L Herlihy S Talbot M Garvey
Directors
www.glanbia.com 113
Financial Statements
Company statement of changes in equity
for the financial year ended 04 January 2014
Balance at 31 December 2011
Profit for the year
Dividends paid during the year
Cost of share based payments
Transfer on exercise, vesting or expiry of share based
payments
Shares issued
Premium on shares issued
Purchase of own shares
Share
capital and
share
premium
€’000
(note 23)
456,230
–
–
–
–
25
1,108
–
Retained
earnings
€’000
(note 24)
77,807
55,903
(25,327)
–
(588)
–
–
–
Other reserves
Capital
reserve
€’000
(note 22 a)
Own
shares
€’000
(note 22 f)
Share
based
payment
reserve
€’000
(note 22 g)
Total
€’000
4,227
(2,774)
5,143
540,633
–
–
–
–
–
–
–
–
–
–
–
–
3,209
2,245
(1,657)
–
–
(7,692)
–
–
–
55,903
(25,327)
3,209
–
25
1,108
(7,692)
Balance at 29 December 2012
457,363
107,795
4,227
(8,221)
6,695
567,859
Loss for the year
Dividends paid during the year
Cost of share based payments
Transfer on exercise, vesting or expiry of share based
payments
Shares issued
Premium on shares issued
Purchase of own shares
–
–
–
–
(10,228)
(27,929)
–
(4,468)
41
1,861
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
4,568
7,417
(2,949)
–
–
(7,387)
–
–
–
(10,228)
(27,929)
4,568
–
41
1,861
(7,387)
Balance at 04 January 2014
459,265
65,170
4,227
(8,191)
8,314
528,785
114
Glanbia plc 2013 Annual Report and Accounts
Company statement of comprehensive income and statement of cash flows
for the financial year ended 04 January 2014
Company statement of comprehensive income
(Loss)/profit for the year
Notes
24
2013
€’000
(10,228)
2012
€’000
55,903
Total comprehensive (expense)/income for the year
(10,228)
55,903
Company statement of cash flows
Cash flows from operating activities
Cash generated from operating activities
Net cash inflow from operating activities
Cash flows from investing activities
Disposal of subsidiary
Purchase of other Group companies
Disposal of other Group companies
Purchase of investments
Net cash inflow/(outflow) from investing activities
Cash flows from financing activities
Proceeds from issue of ordinary shares
Dividends paid to Company shareholders
Purchase of own shares
Net cash (outflow) from financing activities
Net increase/(decrease) in cash and cash equivalents
(Bank overdraft)/cash and cash equivalents at the beginning of the year
(Bank overdraft) at the end of the year
Notes
35
2013
€’000
2012
€’000
33,370
33,370
56,803
56,803
–
(2,083)
3,165
(515)
567
19,021
(51,974)
–
–
(32,953)
23
13
22
1,902
1,133
(27,929)
(25,327)
(7,387)
(7,692)
(33,414)
(31,886)
523
(8,036)
(2,756)
5,280
(2,233)
(2,756)
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www.glanbia.com 115
Financial Statements
Notes to the Financial Statements
for the financial year ended 04 January 2014
1. General information
Glanbia plc (the “Company”) and its
subsidiaries (together the “Group”) is a
global performance nutrition and ingredients
Group with its main operations in Europe,
USA, Middle East, Africa, Asia Pacific and
Latin America.
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”). The Society can
nominate up to 14 members of the board of
Directors of Glanbia plc for the years 2013
to 2015 (inclusive) and currently holds,
together with its subsidiaries, 41.3% of the
issued share capital of the Company and is
the ultimate parent of the Group.
The Company’s 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 11 March 2014.
2. Summary of significant
accounting polices
New accounting standards and IFRIC
interpretations adopted by the Group during
the year ended 04 January 2014 are dealt
with in section (z) below. With the exception
of IAS 19 (revised) the adoption of these
standards and interpretations had no
significant impact on the results or financial
position of the Group during the year. The
impact on the 2012 Financial Statements
following the adoption of IAS 19 (revised) is
set out in section (z) below.
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
2013 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, share based payments 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 53-week period ending on 04 January
2014, comparatives are for the 52-week
period ended 29 December 2012. The
balance sheets for 2013 and 2012 have
been drawn up as at 04 January 2014 and
29 December 2012 respectively.
Going concern
After making enquiries the Directors have a
reasonable expectation that the Group has
adequate resources to continue in
operational existence for the foreseeable
future. The Group therefore continues to
adopt the going concern basis in preparing
its consolidated Financial Statements.
(b) Consolidation
The Group Financial Statements
incorporate:
(i)
The Financial Statements of the
Company and entities controlled by it
(“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 sum of 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. 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.
Discontinued operations and non-
current assets held for sale are defined
as follows: a component of an entity
that either has been disposed of,
abandoned, or is classified as held for
sale and:
n represents a separate major line of
business or geographical area of
operation; or
n is part of a single coordinated plan to
dispose of a separate major line of
business or geographical area of
operation; or
n is a subsidiary acquired exclusively
with a view to resale.
Classification as a discontinued
operation occurs upon disposal,
abandonment, or when the operations
meet the criteria to be classified as held
for sale.
Non-current assets and disposal
groups classified as held for sale are
measured at the lower of the carrying
value and the fair value less costs to
sell. Non-current assets and disposal
groups are classified as held for sale if
their carrying amounts will be
recovered through a sale transaction
rather than continued use. This
condition is regarded as satisfied only
when the sale is highly probable and
the asset or disposal group is available
for immediate sale in its present
condition. Management must be
committed to the sale, which should be
expected to qualify for recognition as a
completed sale within one year of the
date of classification. Property, plant
and equipment and intangible assets,
once classified as held for sale are not
depreciated or amortised.
When the Group ceases to have
control, any retained interest in the
entity is re-measured to its fair value at
116
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the date when control is lost, with the
change in carrying amount recognised
in profit or loss. The fair value is the
initial carrying amount for the purposes
of subsequently accounting for the
retained interest as an associate, joint
venture or financial asset. In addition,
any movements previously recognised
in other comprehensive income in
respect of that entity are accounted for
as if the Group had directly disposed of
the related assets or liabilities. This may
mean that amounts previously
recognised in other comprehensive
income are reclassified to profit or loss.
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)
Investments in subsidiaries are
accounted for at cost less impairment.
Cost is adjusted to reflect changes in
consideration arising from contingent
consideration amendments. Cost also
includes directly attributable costs of
investment.
(iii) The Group’s share of the results and
net assets of associated companies
and joint ventures is included based on
the equity method of accounting. An
associate is an entity 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.
(c) Segment reporting
In accordance with the requirements of IFRS
8 – Operating Segments, 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 Group Operating
Executive Committee.
(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 the 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.
(iii) Group companies
The income statement and balance
sheet of Group companies that have a
functional currency different from the
presentation currency are translated
into the presentation currency as
follows:
n assets and liabilities at each
reporting date are translated at the
closing rate at the reporting date of
the balance sheet; and
n 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.
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.
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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 its 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 the
carrying amount and are included in the
income statement.
Repairs and maintenance expenditure is
charged to the income statement during the
financial period in which it is 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, associate or joint venture at
the date of acquisition.
Goodwill on acquisitions of subsidiaries
is included in intangible assets.
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Goodwill associated with the
acquisition of associates or joint
ventures is included within the
investment in associates or joint
ventures.
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 six 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 set out in note 15 -
Intangible Assets. 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 five and
ten 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 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 financial assets 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
A lease 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
dependent 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.
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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 compared with 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. When a receivable is
uncollectable, it is written off against the
provision account for receivables.
Subsequent recoveries of amounts
previously written off are credited to the
income statement. Where risks associated
with receivables are transferred out of the
Group under debt purchase agreements,
such receivables are recognised in the
balance sheet 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 three months or
less and bank overdrafts. In the balance
sheet, bank overdrafts (if applicable) are
included in borrowings in current liabilities.
Income taxes
(l)
The tax expense for the period comprises
current and deferred tax. Tax is recognised
in the income statement except to the
extent that it relates to items recognised in
other comprehensive income or directly in
equity, in which case the tax is also
recognised in other comprehensive income
or directly in equity respectively.
(i) Current tax
Current tax is calculated on the
basis of tax laws enacted or
substantially enacted at the Group
balance sheet date in countries
where the Group operates and
generates taxable income, taking
into account adjustments relating to
prior years. Management periodically
evaluates positions taken in tax returns
with respect to situations in which
applicable tax legislation is subject to
interpretation and establishes
provision, where appropriate, on the
basis of amounts expected to be paid
to the tax authorities.
(ii) Deferred tax
Deferred tax is provided in full, using
the liability method, on temporary
differences arising on the reporting date
between the tax bases of assets and
liabilities and their carrying amounts in
the Financial Statements. However,
deferred 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.
Deferred tax is determined using
tax rates and laws enacted or
substantively enacted by the
reporting date.
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 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 by the Group and it is
probable that the temporary
difference will not reverse in the
foreseeable future.
(m) Employee benefits
(i) Pension obligations
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.
A defined contribution plan is a pension
plan under which the Group pays fixed
contributions into a separate entity.
The Group has no legal or constructive
obligations to pay further contributions if
the fund does not hold sufficient assets
to pay all employees the benefits
relating to employee service in the
current and prior periods. The
contributions are recognised as
employee benefit expense when they
are due.
A defined benefit plan is a pension plan
that is not a defined contribution plan.
Defined benefit plans define an amount
of pension benefit that an employee
will receive on retirement, usually
dependent on one or more factors
such as age, years of service and
compensation.
The liability recognised in the balance
sheet 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. The defined benefit
obligation is calculated annually by
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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 obligation.
Actuarial gains and losses arising from
experience adjustments and changes
in actuarial assumptions are charged
or credited to equity in other
comprehensive income in the period in
which they arise.
A curtailment arises when the Group is
demonstrably committed to make a
significant reduction in the number of
employees covered by a plan. 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. Past-service
costs, negative or positive, are
recognised immediately in the income
statement. 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.
(ii) Share based payments
The Group operates a number of
equity settled share based
compensation plans which include
executive share option and share
award schemes.
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.
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The fair value of the instruments is
calculated using the binomial model.
Non-market vesting conditions are
included in assumptions about the
number of options that are expected
to vest. The total expense is
recognised over the vesting period,
which is the period over which all of
the specified vesting conditions are to
be satisfied. At each reporting date,
the Group revises its estimates of the
number of options that are expected
to vest based on the non-market
vesting conditions. It recognises the
impact of the revision to original
estimates, if any, in the income
statement, with a corresponding
adjustment to equity. When the
options are exercised, the Company
issues new shares. 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.
(iii) Awards under the 2008 Long Term
Incentive Plan
The fair value of shares awarded under
the 2008 LTIP scheme 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.
(iv) Awards under the Annual Incentive
Deferred Into Shares Scheme
The fair value of shares awarded is
determined in line with the Group’s
Annual Incentive Scheme rules. The
expense is recognised immediately in
the income statement with a
corresponding entry to equity.
(n) Government grants
Grants from government authorities 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 the income statement
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, when 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. 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
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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 exceeds 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 and the
Annual Incentive Deferred into Shares, is
deducted from equity. Ordinary shares
purchased under the terms of the 2008 LTIP
schemes and the Annual Incentive Deferred
into Shares Scheme 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, interest
rates and commodity prices. The Group
uses foreign currency, interest rate and
commodity derivative financial instruments
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 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 every six months, 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
hedging 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, and as a current
asset or liability if the remaining maturity of
the hedged item is less than 12 months.
(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 is 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 foreign exchange contracts
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 equity 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 in
the income statement.
www.glanbia.com 121
Financial Statements
(iv) Financial guarantee contracts
Financial guarantee contracts are
issued to banking institutions by the
Company 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 balance sheet.
Guarantees provided by the Company
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
Company, divided by the weighted
average number of ordinary shares in
issue during the period.
Adjusted earnings per share is calculated
on the net profit attributable to the owners
of the Company, before 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
122
Glanbia plc 2013 Annual Report and Accounts
preference shares are recognised in the
income statement as a finance cost.
and the profit for the year from
discontinued operations.
(z) New accounting standards
and IFRIC interpretations
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 04
January 2014 and have been adopted by the
Group:
n IAS 19 (revised), ‘Employee Benefits’
n IFRS 13, ‘Fair Value Measurement’
n IAS 1 (Amendment), ‘Presentation of
Items of Other Comprehensive Income
(OCI)’
With the exception of IAS 19 (revised),
adoption of the standards and the
interpretations above had no significant
impact on the results or financial position of
the Group during the year ended 04 January
2014.
IAS 19 (revised) - Employee Benefits
amends the accounting for employment
benefits. The Group has applied the
standard retrospectively in accordance with
the transition provisions of the standard.
The standard replaces the interest cost on
the defined benefit obligation and the
expected return on plan assets with a net
interest cost which is calculated based on
the net defined benefit liability and the
discount rate, measured at the beginning of
the year. There is no change to determining
the discount rate; this continues to reflect
the yield on high-quality corporate bonds. In
addition, the government pension levy is
now reclassified and recognised in other
comprehensive income. As a result the
adoption of IAS 19 (revised) - Employee
Benefits has resulted in a decrease in the
income statement charge for the 12 months
ended 29 December 2012. This has no
effect on total comprehensive income as the
decreased charge in the income statement
is offset by an increase in the charge to the
statement of other comprehensive income.
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, when 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
at the earlier of the following dates (a) when
the Group can no longer withdraw the offer
of those benefits and (b) when the entity
recognises costs for a restructuring that is
within the scope of IAS 37 and involves the
payment of termination benefits.
(y)
(i)
Income Statement format
Exceptional Items
The Group has adopted an income
statement format that 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.
(ii) Earnings before interest, tax and
amortisation (“EBITA”)
The Group believes that EBITA is a
relevant performance measure and has
therefore disclosed this amount in the
Group income statement. EBITA is
stated before considering the share of
results of joint ventures and associates
There is a new term “remeasurements”.
This is made up of actuarial gains and
losses and the difference between actuarial
investment returns and the return implied by
the net interest cost. Remeasurements are
reflected in the statement of other
comprehensive income.
The pension deficit, “retirement benefit
obligations” as previously reported on the
balance sheet has not changed as a result
of the above.
Earnings before interest, tax and amortisation
Income taxes
Profit for the year pre exceptional
Profit for the year from discontinued operations
Remeasurements - defined benefit schemes
Deferred tax on remeasurements
Had the Group not adopted IAS 19 (revised)
- Employee Benefits, profit before tax for
the year ended 04 January 2014 would
have been €2.1 million higher and
remeasurements recognised in the Group
statement of comprehensive income would
have been €3.6 million. Basic and diluted
earnings per share would have been
approximately 0.6 cents higher.
The effect of the change in accounting
policy for the continuing Group on the
Group income statement, Group statement
of comprehensive income, basic earnings
per share and adjusted earnings per share
at 29 December 2012 is as follows:
As reported
2012
€'000
175,842
(25,500)
122,197
26,744
(98,763)
10,635
IAS 19
impact
2012
€’000
888
(111)
777
389
Restated
2012
€’000
176,730
(25,611)
122,974
27,133
(1,332)
(100,095)
166
10,801
Basic earnings per share (cents per share) - from continuing operations
Adjusted earnings per share (cents per share) - from continuing operations
42.45
51.02
0.26
0.32
42.71
51.34
The change in accounting policy had no impact on the continuing Group net debt or balance sheet as at 29 December 2012.
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IFRS 11, ‘Joint Arrangements’, (effective
for financial periods beginning on or
after 01 January 2013)
This standard is still subject to EU
endorsement. IFRS 11 eliminates the
existing accounting policy choice of
proportionate consolidation for jointly
controlled entities. IFRS 11 makes equity
accounting mandatory for participants in
joint ventures. Changes in definition also
mean that the types of joint arrangements
have been reduced from three to two: joint
operations and joint ventures.
IFRS 12, ‘Disclosure of interest in other
entities’, (effective for financial periods
beginning on or after 01 January 2013)
This standard is still subject to EU
endorsement. IFRS 12 sets out the required
disclosures for entities’ reporting under IFRS
10 and IFRS 11. IFRS 12 requires entities to
disclose information about the nature, risks
and financial effects associated with the
entity’s interest in subsidiaries, associates,
joint arrangements and unconsolidated
structured entities.
Financial Statements
The following standards, amendments
and interpretations have been
published. The Group will apply the
relevant standards from their effective
dates and is currently assessing their
impact on the Group’s Financial
Statements. The standards are
mandatory for future accounting
periods but are not yet effective
and have not been early adopted by
the Group.
IFRS 9, ‘Financial Instruments’, (effective
for financial periods beginning on or after
01 January 2015).
This standard is still subject to EU
endorsement. IFRS 9 is the first step in the
process to replace IAS 39, ‘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 categories:
amortised cost and fair value. Classification
under IFRS 9 is driven by the entity’s
business model for managing financial
assets. IFRS 9 removes the requirement to
separate embedded derivatives from financial
asset hosts. IFRS 9 removes the cost
exemption for unquoted equities.
Amendment to IAS 32 ‘Financial
Instruments: Presentation’ (effective for
financial periods beginning on or after
01 January 2014, retrospectively applied)
The amendment does not change the
requirement to offset a financial asset and
financial liability in the balance sheet, except
that when the entity currently has a legally
enforceable right of set-off the amendment
clarifies that the right of set-off must be
available immediately and is not to be
contingent on a future event.
Amendments to IAS 36, ‘Impairment of
assets’, on the recoverable amount
disclosures for non-financial assets.
(effective for financial periods beginning
on or after 01 January 2014).
This amendment removes certain
disclosures regarding the recoverable
amount of cash generating units (CGUs)
which had been included in IAS 36 by the
issue of IFRS 13.
IFRIC 21, ‘Levies’, (effective for
financial periods beginning on or after
01 January 2014).
This standard sets out the accounting for an
obligation to pay a levy that is not income
tax. The interpretation addresses what the
obligating event is that gives rise to pay a
levy and when a liability should be
recognised. The Group is not currently
subjected to significant levies so the impact
on the Group is not material.
Revision to IAS 27 ‘Separate Financial
Statements’ (effective for financial periods
beginning on or after 01 January 2014)
This revision introduces a standard which
now deals solely with separate Financial
Statements. IFRS 10 ‘Consolidated
Financial Statements’ replaces all of the
guidance on control and consolidation in
IAS 27. The existing guidance and
disclosure requirements in IAS 27 for
separate Financial Statements remains
unchanged.
Revision to IAS 28 ‘Associates and Joint
Ventures’ (effective for financial periods
beginning on or after the 01 January 2014)
The revised standard results in the
replacement of the disclosure requirements
currently found in IAS 28 with IFRS 11 ‘Joint
Arrangements’. The revised IAS 28 standard
results in joint ventures and associates
being accounted for using the equity
method of accounting.
IFRS 10, ‘Consolidated Financial
Statements’, (effective for financial periods
beginning on or after 01 January 2013)
This standard is still subject to EU
endorsement. IFRS 10 replaces all of the
guidance on control and consolidation in
IAS 12 and SIC 12. IFRS 10 changes the
definition of control so that the same criteria
are applied to all entities to determine
control. The core principle that a
consolidated entity presents a parent and its
subsidiaries as if they are a single entity
remains unchanged, as do the mechanics of
consolidation. IAS 27 is renamed ‘Separate
Financial Statements’ and is now a standard
dealing solely with separate Financial
Statements.
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3. Financial risk
management
and accordingly exposed to foreign currency
translation risk.
3 .1 Financial risk factors
The conduct of its ordinary business
operations necessitates the Group holding
and issuing financial instruments and
derivative financial instruments. The main
risks arising from issuing, holding and
managing these financial instruments
typically include currency risk, interest rate
risk, price risk, liquidity risk, cash flow risk
and credit risk. The Group’s 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. The Group finances its
operations by a mixture of retained profits,
preference shares, medium-term committed
borrowings and short-term uncommitted
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.
The Group also has transactional currency
exposures that arise from sales or purchases
by an operating unit in currencies other than
the unit’s operating functional currency.
Management has set up a policy to require
Group companies to manage their foreign
exchange risk against their functional
currency. Group companies are required to
hedge foreign exchange risk exposure
through Group Treasury.
Group Treasury monitors and manages
these currency exposures on a continuous
basis, using approved hedging strategies,
(including net investment hedges) and
appropriate currency derivative instruments.
At 04 January 2014 and 29 December 2012,
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.
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 cooperation
with the Group’s business units.
A weakening/strengthening of the euro
against the US dollar by 5% as at 04 January
2014 would have resulted in a currency
translation gain/loss of approximately €31.9
million (2012: €27.4 million), which would be
recognised directly in other comprehensive
income.
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 with
the euro as the functional currency of
Glanbia plc, it has significant geographic
investment and operating exposures outside
the eurozone, primarily in the USA. As a
result currency movements, particularly
movements in the US dollar/euro exchange
rate, can significantly affect the Group’s euro
balance sheet and income statement. The
Group actively seeks to manage these
currency exposures by financing currency
assets with equivalent currency borrowings,
leaving the residual net assets unhedged
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
resulting 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, with further minimum guidelines over
succeeding 24 and 36 month periods.
The Group, on a continuous basis, monitors
the level of fixed rate cover dependent on
prevailing fixed market rates, projected debt
and market informed interest rate outlook.
Based on noted Group policies, the impact
of a 1% movement in market interest rates
would have resulted in a €1.6 million
gain/loss during 2013 (2012: €1.7 million
gain/loss).
Occasionally, 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 Group balance sheet 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 material impact on
Group operating profit.
To manage its exposure to certain
commodity markets the Group enters into
commodity futures contracts.
For further details regarding the Group’s
price risk see note 32 – derivative financial
instruments.
www.glanbia.com 125
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 €744.0 million
(2012: €753.5 million) of which €263.4
million (2012: €226.5 million) was undrawn.
The weighted average maturity of these
facilities is 4.9 years (2012: 6.0 years).
For further details regarding the Group’s
borrowing facilities see note 26 –
borrowings.
(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. In the
international movement and placement of
funds and execution of financial transactions,
the Group’s policies require exposure to
independently rated parties with credit
ratings of at least A3 (Moody’s) or A-
(Standard & Poor’s). In the movement and
placement of funds, and execution of
financial transactions in Ireland, the Group is
exposed to independently rated parties with
credit ratings of at least Ba2 (Moody’s) or BB
(Standard & Poor’s).
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.
For further details regarding the Group’s
credit risk see note 19 - trade and other
receivables.
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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.
Financial liabilities
At 04 January 2014
Borrowings
Future finance costs
Derivative financial instruments
Trade and other payables
Less future finance costs
At 29 December 2012
Borrowings
Future finance costs
Derivative financial instruments
Trade and other payables
Less future finance costs
Less than
1 year
€’000
39,062
25,042
1,725
344,642
410,471
(25,042)
Between
1 and 2
years
€’000
Between
2 and 5
years
€’000
More than
5 years
€’000
Total
€’000
–
203,266
238,375
480,703
23,481
59,835
31,665
140,023
–
–
–
–
–
–
23,481
(23,481)
263,101
(59,835)
270,040
(31,665)
1,725
344,642
967,093
(140,023)
385,429
–
203,266
238,375
827,070
Less than
1 year
€’000
125,086
28,754
938
345,423
500,201
(28,754)
Between
1 and 2
years
€’000
Between
2 and 5
years
€’000
More than
5 years
€’000
Total
€’000
39,062
25,445
–
–
–
487,984
652,132
71,680
46,063
171,942
–
–
–
–
938
345,423
64,507
(25,445)
71,680
(71,680)
534,047 1,170,435
(46,063)
(171,942)
471,447
39,062
–
487,984
998,493
The Company has borrowings of €2.2 million at year end (2012: borrowings €2.8 million). The contractual undiscounted cash flows equal
the balance at 04 January 2014 and 29 December 2012.
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 04 January 2014
Foreign exchange contracts – cash flow hedges
Inflow
Outflow
At 29 December 2012
Foreign exchange contracts – cash flow hedges
Inflow
Outflow
Less than
1 year
€’000
Between
1 and 2
years
€’000
Between
2 and 5
years
€’000
More than
5 years
€’000
19
(24)
(5)
–
–
–
–
–
–
–
–
–
Less than
1 year
€’000
Between
1 and 2
years
€’000
Between
2 and 5
years
€’000
More than
5 years
€’000
9
(16)
(7)
–
–
–
–
–
–
–
–
–
Total
€’000
19
(24)
(5)
Total
€’000
9
(16)
(7)
www.glanbia.com 127
Financial Statements
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 balance sheet and net debt
which amounted to €1,017.9 million
(2012: €921.2 million).
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 04 January 2014, the Group’s
debt/adjusted EBITDA ratio was 1.7 times
(2012: 1.7 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 04 January 2014. 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
foreign exchange contracts is determined
using quoted forward exchange rates at 04
January 2014.
The carrying value less impairment provision
of trade receivables and payables is
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 13 – Fair Value
Measurements, the Group has disclosed the
fair value of instruments by the following fair
value measurement hierarchy:
n quoted prices (unadjusted) in active
markets for identical assets and liabilities
(level 1);
n 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); and
n inputs for the asset or liability that are not
based on observable market data (that
is, unobservable inputs) (level 3).
The following table presents the Group’s assets and liabilities, which are measured at fair value at 04 January 2014 and 29 December 2012:
At 04 January 2014
Assets
Derivatives used for hedging
Available for sale financial assets – equity securities
Total assets
Liabilities
Derivatives used for hedging
Total liabilities
At 29 December 2012
Assets
Derivatives used for hedging
Available for sale financial assets – equity securities
Total assets
Liabilities
Derivatives used for hedging
Total liabilities
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Glanbia plc 2013 Annual Report and Accounts
Notes
32
18
32
Notes
32
18
32
Level 1
€’000
Level 2
€’000
Level 3
€’000
–
307
1,750
1,789
307
3,539
–
–
(1,725)
(1,725)
–
–
–
–
–
Level 1
€’000
Level 2
€’000
Level 3
€’000
–
224
1,457
447
224
1,904
–
–
(938)
(938)
–
–
–
–
–
Total
€’000
1,750
2,096
3,846
(1,725)
(1,725)
Total
€’000
1,457
671
2,128
(938)
(938)
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Valuation techniques used to derive
level 2 fair values
Level 2 derivatives comprise foreign
exchange contracts and commodity futures.
These foreign exchange contracts and
commodity futures have been fair valued
using forward rates that are quoted in active
markets. The effects of discounting are
generally insignificant for level 2 derivatives.
Group’s valuation process
The Group’s finance department includes a
team that performs the valuations of
financial assets required for financial
reporting purposes, including level 3 fair
values. The Group did not hold any level 3
financial assets at 04 January 2014 or 29
December 2012. This team reports directly
to the Group Finance Director who in turn
reports to the Audit Committee.
Discussions of valuation processes
and results are held between the Group
Finance Director and the Audit Committee.
Changes in level 2 fair values are analysed
at each reporting date. As part of this
discussion, the valuation team presents
a report that explains the reasons for fair
value movements.
3.4 Offsetting financial assets and financial liabilities
(a) Financial assets
The following financial assets are subject to offsetting, enforceable master netting arrangements and similar agreements:
At 04 January 2014
Derivative financial assets
Cash and cash equivalents
At 29 December 2012
Derivative financial assets
Cash and cash equivalents
Gross amounts
of recognised
financial assets
24,082
370,226
394,308
Gross amounts
of recognised
financial liabilities
set off in the
balance sheet
(24,082)
(263,967)
(288,049)
Net amounts of
financial assets
presented in the
balance sheet
–
106,259
106,259
Gross amounts
of recognised
financial assets
24,480
436,816
461,296
Gross amounts
of recognised
financial liabilities
set off in the
balance sheet
(23,819)
(161,244)
(185,063)
Net amounts of
financial assets
presented in the
balance sheet
661
275,572
276,233
(b) Financial liabilities
The following financial liabilities are subject to offsetting, enforceable master netting arrangements and similar agreements:
At 04 January 2014
Derivative financial liabilities
Bank overdrafts and borrowings
At 29 December 2012
Derivative financial liabilities
Bank overdrafts and borrowings
Gross amounts
of recognised
financial liabilities
(24,095)
(744,670)
(768,765)
Gross amounts
of recognised
financial assets
set off in the
balance sheet
24,082
263,967
288,049
Net amounts of
financial liabilities
presented in the
balance sheet
(13)
(480,703)
(480,716)
Gross amounts
of recognised
financial liabilities
(23,819)
(813,376)
(837,195)
Gross amounts
of recognised
financial assets
set off in the
balance sheet
23,819
161,244
185,063
Net amounts of
financial liabilities
presented in the
balance sheet
–
(652,132)
(652,132)
For the financial assets and liabilities subject to enforceable master netting arrangements or similar arrangements, each agreement between
the Group and the counterparty allows that they will have the option to settle all such amounts on a net basis in the event of default of the
other party.
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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 Dairy Ireland, Global
Ingredients and Global Performance
Nutrition, including goodwill arising on
acquisition were tested for impairment using
projected cash flows over a five year period
and a terminal value for a further fifteen year
period assuming zero growth. 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.
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. Additional information in relation to
impairment reviews is disclosed in note 15 -
intangibles assets.
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 during the ordinary
course of business for which the ultimate tax
determination is uncertain. The Group
recognises liabilities for anticipated tax
authority review issues based on estimates
of whether additional taxes will be due.
Where the final outcome of these tax
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. The Group takes
external professional advice to help minimise
this risk.
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
may 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.
The decision to recognise deferred tax
assets (or not) also requires judgement as it
involves an assessment of future
recoverability of those assets.
(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 €346.5 million
(2012: €332.6 million) and plan liabilities of
€424.5 million (2012: €430.7 million) giving a
net pension deficit of €78.0 million (2012:
€98.1 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 04 January 2014, an
increase in the discount rates applied of
0.25% across the various defined benefit
plans, would have the impact of decreasing
the pension deficit for the Group by €19.3
million (2012: €19.2 million).
Additional information in relation to post
employment benefits is disclosed in note 28 -
retirement benefit obligations.
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Comparatives for 2012 are restated to
reflect the revised segments and adoption
of IAS 19 (revised) - Employee Benefits.
As outlined in note 7, the Group sold 60% of
Glanbia Ingredients Ireland Limited in
November 2012. 100% of the trade and
activities of this business until the date of
disposal are shown below under the
Discontinued Operations segment.
5. Segment information
During 2013, following an internal
management reorganisation and in
accordance with IFRS 8 - Operating
Segments the Group moved from three
to four operating segments. The four
segments are as follows: Global
Performance Nutrition, Global Ingredients,
Dairy Ireland and Joint Ventures &
Associates. These segments align with the
Group’s internal financial reporting system
and the way in which the Chief Operating
Decision Maker now 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 its revenue as
follows: Global Performance Nutrition earns
its revenue from sports nutrition solutions;
Global Ingredients earns it revenue from the
manufacture and sale of cheese, whey
protein and other customised solutions;
Dairy Ireland earns its revenue from the
manufacture and sale of a range of
consumer products and farm inputs and
Joint Ventures & Associates revenue arises
from the manufacture and sale of cheese,
whey proteins and dairy consumer
products.
Each segment is reviewed in its totality by
the Chief Operating Decision Maker. The
Group Operating Executive Committee
assesses the trading performance of
operating segments based on a measure of
earnings before interest, tax, amortisation
and exceptional items.
5.1 The segment results for the year ended 04 January 2014 are as follows:
Total gross segment revenue
Inter-segment revenue
Global
Performance
Nutrition
€’000
Global
Ingredients
€’000
655,289 1,118,526
(a)
Dairy
Ireland
€’000
652,192
Group
including
JVs &
Associates
€’000
900,466 3,326,473
JVs &
Associates
€’000
–
(43,874)
–
–
(43,874)
Segment external revenue
655,289 1,074,652
652,192
900,466 3,282,599
Segment earnings before interest, tax, amortisation
and exceptional items (EBITA)
(b)
70,545
101,982
15,138
39,026
226,691
Included in external revenue are related party sales between Dairy Ireland and Joint Ventures & Associates of €11.0 million and related party
sales between Global Ingredients and Joint Ventures & Associates of €15.8 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): Total gross segment revenue is reconciled to reported external revenue as follows:
Total gross segment revenue
Inter-segment revenue
Joint Ventures & Associates revenue
Reported external revenue
2013
€’000
3,326,473
(43,874)
(900,466)
2,382,133
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Financial Statements
5.1 (b): Segment earnings before interest, tax, amortisation and exceptional items are reconciled to reported profit before tax
and profit after tax as follows:
Segment earnings before interest, tax, amortisation and exceptional items
Amortisation
Exceptional items
Joint Ventures & Associates interest, tax and amortisation
Finance income
Finance costs
Reported profit before tax
Income taxes
Reported profit after tax
2013
€’000
226,691
(21,011)
5,804
(12,538)
2,168
(25,110)
176,004
(25,008)
150,996
Finance income, finance costs and income taxes are not allocated to segments, as this type of activity is driven by 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 04 January 2014 are as follows:
Depreciation of property, plant and equipment
Amortisation of intangibles
Capital grants released to the income statement
Exceptional items before tax
Global
Performance
Nutrition
€’000
2,832
Global
Ingredients
€’000
16,036
10,545
7,459
(15)
–
(53)
–
Dairy
Ireland
€’000
8,335
3,007
(151)
(5,804)
JVs &
Associates
€’000
12,963
254
(951)
–
Group
including
JVs &
Associates
€’000
40,166
21,265
(1,170)
(5,804)
The segment assets and liabilities at 04 January 2014 and segment capital expenditure and acquisitions for the year then
ended are as follows:
Segment assets
Segment liabilities
Segment capital expenditure and acquisitions
Global
Performance
Nutrition
€’000
Global
Ingredients
€’000
Dairy
Ireland
€’000
JVs &
Associates
€’000
Group
including
JVs &
Associates
€’000
539,849
600,543
273,305
152,762 1,566,459
104,231
222,620
166,059
–
492,910
43,060
50,984
20,836
34,117
148,997
(c)
(d)
(e)
5.1 (c): Segment assets are reconciled to reported assets as follows:
Segment assets
Unallocated assets
Reported assets
2013
€’000
1,566,459
126,429
1,692,888
Unallocated assets primarily include tax, cash and cash equivalents, available for sale financial assets and derivatives.
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5.1 (d): Segment liabilities are reconciled to reported liabilities as follows:
Segment liabilities
Unallocated liabilities
Reported liabilities
Unallocated liabilities primarily include items such as tax, borrowings and derivatives.
2013
€’000
492,910
556,458
1,049,368
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
2013
€’000
148,997
(34,117)
2,413
117,293
5.2 The segment results for the year ended 29 December 2012 are as follows:
Total gross segment revenue
Inter-segment revenue
Global
Performance
Nutrition
€’000
Global
Ingredients
€’000
585,937 1,024,894
(a)
Dairy
Ireland
€’000
630,999
JVs &
Associates
€’000
Discontinued
Operations
€’000
577,002 653,292
Group
including
JVs &
Associates
€’000
3,472,124
–
(30,030)
(43)
–
(30,096)
(60,169)
Segment external revenue
585,937
994,864
630,956
577,002
623,196 3,411,955
Segment earnings before interest, tax,
amortisation and exceptional items (EBITA)
(b)
57,346
98,069
21,315
23,105
37,058
236,893
Included in external revenue are related party sales between Dairy Ireland and Joint Ventures & Associates of €8.1 million, related party sales
between Global Ingredients and Joint Ventures & Associates of €15.3 million and related party sales between Discontinued Operations and
Joint Ventures & Associates of €62.4 million. Inter-segment transfers or transactions are entered into under normal commercial terms and
conditions that would also be available to unrelated third parties.
5.2 (a): Total gross segment revenue is reconciled to reported external revenue as follows:
Total gross segment revenue
Inter-segment revenue
Joint Ventures & Associates revenue
Revenue from Discontinued Operations
Reported external revenue - continuing operations
2012
€’000
3,472,124
(60,169)
(577,002)
(623,196)
2,211,757
www.glanbia.com 133
Financial Statements
5.2 (b): Segment earnings before interest, tax, amortisation and exceptional items are reconciled to reported profit before tax
and profit after tax as follows:
Segment earnings before interest, tax, amortisation and exceptional items
Discontinued Operations - earnings before interest, tax, amortisation and exceptional items
Amortisation
Exceptional items
Joint Ventures & Associates interest, tax and amortisation
Finance income
Finance costs
Reported profit before tax - continuing operations
Income taxes
Reported profit after tax - continuing operations
2012
€’000
236,893
(37,058)
(19,864)
1,610
(10,958)
2,942
(23,370)
150,195
(24,171)
126,024
Finance income, finance costs and income taxes are not allocated to segments, as this type of activity is driven by 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 29 December 2012 are as follows:
Depreciation of property, plant and equipment
Amortisation of intangibles
Capital grants released to the income statement
Exceptional items before tax
Global
Performance
Nutrition
€’000
2,435
10,183
(18)
–
Global
Ingredients
€’000
13,697
6,441
(55)
(4,401)
Dairy
Ireland*
€’000
8,880
3,240
(174)
2,791
JVs &
Associates
€’000
8,627
Discontinued
Operations
€’000
10,960
Group
including
JVs &
Associates
€’000
44,599
–
(288)
–
489
20,353
(1,031)
8,095
(1,566)
6,485
* Discontinued Operations were previously included within the Dairy Ireland segment
The segment assets and liabilities at 29 December 2012 and segment capital expenditure and acquisitions for the year then
ended are as follows:
Segment assets
Segment liabilities
Segment capital expenditure and acquisitions
Global
Performance
Nutrition
€’000
Global
Ingredients
€’000
Dairy
Ireland
€’000
JVs &
Associates
€’000
Group
including
JVs &
Associates
€’000
528,600
538,114
288,618
142,903 1,498,235
99,844
202,153
171,628
–
473,625
18,373
93,849
30,973
10,721
153,916
(c)
(d)
(e)
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5.2 (c): Segment assets are reconciled to reported assets as follows:
Segment assets
Unallocated assets
Reported assets
Unallocated assets primarily include tax, 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
2012
€’000
1,498,235
286,933
1,785,168
2012
€’000
473,625
766,887
1,240,512
Unallocated liabilities primarily include items such as tax, 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
Discontinued Operations capital expenditure
Reported capital expenditure and acquisitions - continuing operations
2012
€’000
153,916
(10,721)
77
(23,964)
119,308
5.3 Entity wide disclosures
Revenue from external customers in the Global Performance Nutrition, Global Ingredients, Dairy Ireland, Discontinued Operations and
Joint Ventures & Associates segments is outlined in 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:
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UK
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Other
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€’000
2012
€’000
1,674,398 1,615,686
784,985
908,956
196,321
259,811
243,939
250,492
426,830
437,179
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Revenue of approximately €297.4 million (2012: €341.8 million) is derived from a single external customer.
The total of non-current assets, other than derivative financial instruments and deferred tax assets, located in Ireland is €204.8 million
(2012: €184.0 million) and located in other countries, mainly the USA, is €785.9 million (2012: €750.6 million).
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6. Operating expenses
Revenue
Less costs:
Raw materials and consumables used
Depreciation of property, plant and equipment
Amortisation of government grants received
Employee benefit expense
Auditors' remuneration**
– Statutory audit of Group companies
– Other assurance services
– Tax advisory services
– Other non-audit services
Research and development costs
Net foreign exchange (loss)
Other expenses
Earnings before interest, tax and amortisation (EBITA)
Intangible asset amortisation
Operating profit
*
As re-presented to reflect the adoption of IAS 19 (revised) - Employee Benefits
** Auditors’ remuneration for the Company in respect of its statutory audit amounted to €35,000 (2012: €35,000)
2013
€’000
2012*
€’000
2,382,133 2,211,757
(1,676,122)
(1,495,602)
(27,203)
(25,012)
219
247
(230,512)
(196,760)
(728)
(903)
(1,728)
(450)
(7,722)
(792)
(786)
(853)
(960)
(308)
(9,391)
(2,535)
(248,527)
(303,067)
187,665
(21,011)
176,730
(19,864)
166,654
156,866
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7. Exceptional items
Exceptional items - continuing operations
Irish defined benefit pension schemes
Rationalisation costs
Sale of Yoplait franchise
Flax processing facility
Property write down
Total exceptional credit before tax - continuing operations
Notes
2013
€’000
2012
€’000
(a)
(b)
(c)
(d)
(e)
13,833
(8,029)
–
–
–
5,804
–
(3,810)
6,109
4,401
(5,090)
1,610
Exceptional tax (charge)/credit - continuing operations
11
(316)
1,440
Net exceptional credit - continuing operations
5,488
3,050
Exceptional items - discontinued operations
Glanbia Ingredients Ireland Limited - 60% disposal
Total exceptional (charge) - discontinued operations
Exceptional tax credit - discontinued operations
Net exceptional (charge) - discontinued operations
(f)
11
–
–
–
–
(8,095)
(8,095)
334
(7,761)
Total exceptional credit/(charge)
5,488
(4,711)
(a)
(b)
(c)
(d)
The Group undertook a review of pension arrangements during 2009 and 2010 across its main Irish defined benefit pension schemes.
In 2013, revisions to the Group’s pension arrangements for two smaller Irish defined benefit schemes was completed giving rise to an
exceptional gain in the year, in accordance with IAS 19, of €13.8 million. This gain relates to negative past service cost, settlement,
and curtailment of €8.9 million, €4.0 million and €0.9 million respectively. The curtailment gains and negative past service costs arise
following the removal of guaranteed increases to pensions in payment for all members and the provision of benefits for members in
employment on a career average basis from a final salary basis.
Rationalisation costs primarily relate to the ongoing redundancy programmes in the Dairy Ireland segment.
During 2012, following a strategic review of its Consumer Products business the Group agreed new terms to its relationship with
Yoplait, the owner of the global Yoplait yogurt business. Under the new agreement, Yoplait reacquired the franchise for Ireland
from Glanbia plc for €18.0 million. This gain was offset by a related write down in property, plant and equipment and rationalisation
costs totalling €11.9 million (€5.7 million of which was a non cash cost).
During 2012, the flax processing facility operated by the Group in Canada suffered fire damage. The exceptional gain of €4.4 million
reflects the insurance proceeds receivable less the net book value of assets written down.
(e) The Group reviewed its property portfolio during 2012 which resulted in a write down of €5.1 million.
(f)
In November 2012, the Group reached an agreement with Glanbia Co-operative Society Limited (the “Society”) whereby the Society
acquired a 60% interest in the Irish Dairy Ingredients business, Glanbia Ingredients Ireland Limited. With effect from 25 November
2012 the Group’s 40% shareholding in Glanbia Ingredients Ireland Limited has been treated as an associate undertaking and
accounted for using the equity method in accordance with IAS 28 - Investment in Associates. In accordance with IFRS 5 - Non
Current Assets Held for Sale and Discontinued Operations, the disposal of the Group’s interest is considered to be a discontinued
operation. In line with IFRS 5, a loss on disposal of €8.1 million was recognised in the income statement. This includes the recycle of
€1.0 million cumulative foreign currency translation gains which were previously recognised in equity. The loss on this transaction
arose as follows:
Discontinued operations
100% disposal of Glanbia Ingredients Ireland Limited
40% equity interest retained in Glanbia Ingredients Ireland Limited
Total cash consideration received in respect of 60% disposal
Disposal related costs
Currency translation gain previously recognised in equity
Discontinued finance costs - cancellation of interest rate swaps
Exceptional loss
2012
€’000
(84,470)
33,788
49,289
(5,026)
1,001
(5,418)
(2,677)
(8,095)
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Financial Statements
The revenue and results of 100% of the Group’s discontinued operations for the eleven months to 24 November 2012 are as
follows:
Revenue
Expenses
Operating profit
Net finance costs
Profit before taxation
Income taxes
Profit for the year from discontinued operations
The cash flows of the Group’s discontinued operations for the eleven months to 24 November 2012 are as follows:
Operating cash flows
Profit before taxation
Depreciation
Amortisation
Interest expense
Amortisation of government grants received
Cash generated from discontinued operations before changes in working capital
Increase in working capital
Operating cash flows generated from discontinued operations
Interest paid**
Tax paid**
Operating net cash (outflow) from discontinued operations
Cash flows from investing activities
Purchase of property, plant and equipment
Investing cash (outflow) from discontinued operations
Cash flows from financing activities
Finance lease principal payments
Financing cash (outflow) from discontinued operations
Cash (absorbed) for the eleven month period
*As re-presented to reflect the adoption of IAS 19 (revised) - Employee Benefits
**Estimated allocation of the Group’s interest and tax costs to discontinued operations
2012*
€’000
623,196
(586,627)
36,569
(5,100)
31,469
(4,336)
27,133
2012*
€'000
31,469
10,960
489
5,100
(1,031)
46,987
(42,889)
4,098
(5,100)
(2,557)
(3,559)
(23,964)
(23,964)
(928)
(928)
(28,451)
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8. Employee benefit expense
Wages and salaries
Social security costs
Cost of share based payments
Pension costs – defined contribution schemes
Pension costs – defined benefit schemes
Exceptional items
Notes
22
28
28
2013
€’000
191,336
21,575
4,568
4,232
8,801
2012*
€'000
190,738
20,414
3,209
3,509
6,666
230,512
224,536
(7,807)
8,576
222,705
233,112
*As re-presented to reflect the adoption of IAS 19 (revised) - Employee Benefits
The average number of employees, excluding the Group’s Joint Ventures & Associates, in 2013 was 3,750 (2012: 3,823) and is
analysed into the following categories:
Global Performance Nutrition
Global Ingredients
Dairy Ireland
2013
941
1,558
1,251
2012
809
1,327
1,687
3,750
3,823
The decrease in Dairy Ireland employee numbers in 2013 represents the disposal of Glanbia Ingredients Ireland Limited during 2012.
9. Directors’ remuneration
The Directors’ remuneration information is shown on pages 70 to 88 in the Corporate Governance section of this report.
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Finance income
Interest income
Interest income on deferred consideration
Total finance income
Finance costs
Bank borrowings repayable within five years
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 private debt placement
Finance cost of preference shares
Total finance costs
Net finance costs
From continuing operations
From discontinued operations
Notes
2013
€'000
2012
€’000
2,168
–
2,913
29
2,168
2,942
(9,327)
(118)
–
–
–
–
(9,434)
(121)
(131)
(1,059)
1,764
(1,764)
(12,989)
(13,376)
(2,676)
(4,349)
(25,110)
(28,470)
(22,942)
(25,528)
(22,942)
(20,428)
7
–
(5,100)
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Financial Statements
11. Income taxes
Continuing operations
Current tax
Irish current tax
Adjustments in respect of prior years
Irish current tax for the year - continuing operations
Foreign current tax
Adjustments in respect of prior years
Foreign current tax for the year - continuing operations
Total current tax - continuing operations
Deferred tax
Deferred tax - current year
Adjustments in respect of prior years
Notes
2013
€'000
2012*
€’000
10,800
858
8,557
(1,015)
11,658
7,542
13,403
(2,238)
17,568
36
11,165
17,604
22,823
25,146
356
1,513
1,728
(1,263)
Total deferred tax - continuing operations
27
1,869
465
Pre exceptional tax charge - continuing operations
24,692
25,611
Exceptional tax charge/(credit) - continuing operations
Current tax
Deferred tax
Total tax charge - continuing operations
Discontinued operations
Current tax
Irish current tax
Adjustments in respect of prior years
Total current tax - discontinued operations
Deferred tax
Deferred tax - current year
Total deferred tax - discontinued operations
Pre-exceptional tax charge - discontinued operations
Exceptional tax (credit) - discontinued operations
Current tax
Total tax charge - discontinued operations
(a)
(a)
(907)
1,223
(236)
(1,204)
25,008
24,171
–
–
–
–
–
–
–
–
2,557
(11)
2,546
1,790
1,790
4,336
(334)
4,002
27
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(b)
Total tax charge for the year
25,008
28,173
* As re-presented to reflect the adoption of IAS 19 (revised) - Employee Benefits
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(a) Notes on exceptional tax charge/(credit) - continuing operations:
(i) The rationalisation costs in the Dairy Ireland segment resulted in an exceptional current tax credit of €0.9 million
(2012: €0.5 million).
The revisions to the Group’s Irish pension arrangements during 2013 resulted in an exceptional deferred tax charge of
€1.2 million.
In 2012, there was an exceptional current tax credit of €0.3 million and an exceptional deferred tax credit of €1.0 million,
both relating to the sale of the Yoplait franchise.
In 2012, the fire damage suffered at the Group’s flax processing facility in Canada resulted in an exceptional current tax charge
of €0.6 million and an exceptional deferred tax charge of €0.4 million.
In 2012, the impairment in the Group’s property portfolio resulted in an exceptional deferred tax credit of €0.6 million.
(ii)
(iii)
(iv)
(v)
(b) Note on exceptional tax credit - discontinued operations:
In 2012, the disposal of 60% of Glanbia Ingredients Ireland Limited to the Society resulted in an exceptional current tax credit
of €0.3 million. There was no deferred tax impact.
The exceptional net tax charge/(credit) in 2013 and 2012 have been disclosed separately above as they relate to costs and income which
have been presented as exceptional.
The tax on the Group’s profit before tax differs from the theoretical amount that would arise applying the corporation tax rate
in Ireland, as follows:
Profit before tax - continuing operations
Income tax calculated at Irish rate of 12.5% (2012: 12.5%)
Earnings at higher/(reduced) Irish rates
Difference due to overseas tax rates
Adjustment to tax charge in respect of previous periods
Tax on post tax profits of Joint Ventures & Associates included in profit before tax
Other reconciling differences
Total tax charge - continuing operations
* As re-presented to reflect the adoption of IAS 19 (revised) - Employee Benefits
2013
€'000
176,004
2012*
€'000
150,195
22,000
29
9,017
133
(3,299)
(2,872)
18,774
(1,702)
19,396
(2,242)
(1,518)
(8,537)
25,008
24,171
Details of deferred tax charged or credited directly to other comprehensive income during the year are outlined in note 27.
Factors that may affect future tax charges and other disclosure requirements
The total tax charge in future periods will be affected by any changes to the applicable tax rates in force in jurisdictions in which the Group
operates and other relevant changes in tax legislation, including amendments impacting on the excess of tax depreciation over accounting
depreciation. The total tax charge of the Group may also be influenced by the effects of corporate development activity.
www.glanbia.com 141
Financial Statements
12. Earnings per share
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)
From continuing operations
From discontinued operations
2013
2012*
150,330
–
125,584
19,372
Weighted average number of ordinary shares in issue
294,712,649
294,022,876
Basic earnings per share (cents per share)
From continuing operations
From discontinued operations
51.01
–
51.01
42.71
6.59
49.30
Diluted
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue to assume conversion of
all potential dilutive ordinary shares. Share options are potential dilutive ordinary shares. In respect of share options and share awards,
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 Parent’s shares) based on the monetary value of the subscription rights attached to outstanding share
options. The number of shares calculated above is compared with the number of shares that would have been issued assuming the
exercise of all share options.
Weighted average number of ordinary shares in issue
Adjustments for share options and share awards
2013
294,712,649
2012*
294,022,876
2,041,339
2,670,265
Adjusted weighted average number of ordinary shares
296,753,988
296,693,141
Diluted earnings per share (cents per share)
From continuing operations
From discontinued operations
*As re-presented to reflect the adoption of IAS 19 (revised) - Employee Benefits
50.66
–
50.66
42.33
6.53
48.86
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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 - continuing operations
Amortisation of intangible assets (net of related tax)
Amortisation of joint ventures and associates intangible assets (net of related tax)
Net exceptional items
Adjustment to reflect 40% share of discontinued operations retained by the continuing Group
Adjustment to reflect 40% share of discontinued operations amortisation of intangible assets (net of related tax)
retained by the Group
Adjusted net income - continuing operations
Profit attributable to equity holders of the Parent - discontinued operations
Amortisation of intangible assets (net of related tax)
Net exceptional items
Adjustment to reflect 40% share of discontinued operations retained by the continuing Group
Adjustment to reflect 40% share of discontinued operations amortisation of intangible assets (net of related tax)
retained by the Group
Adjusted net income - discontinued operations
Adjusted earnings per share (cents per share)
From continuing operations
From discontinued operations
Diluted adjusted earnings per share (cents per share)
From continuing operations
From discontinued operations
*As re-presented to reflect the adoption of IAS 19 (revised) - Employee Benefits
2013
€'000
150,330
18,385
222
(5,488)
–
–
2012*
€'000
125,584
17,381
–
(3,050)
10,853
171
163,449
150,939
–
–
–
–
–
–
19,372
428
7,761
(10,853)
(171)
16,537
55.46
–
55.46
55.08
–
55.08
51.34
5.62
56.96
50.87
5.57
56.44
13. Dividends
The dividends paid in 2013 and 2012 were €27.9 million (9.46 cents per share) and €25.3 million (8.60 cents per share) respectively.
On 11 October 2013 an interim dividend of 4.03 cents per share on the ordinary shares amounting to €11.9 million was paid to shareholders
on the register of members at 30 August 2013. The Directors have recommended the payment of a final dividend of 5.97 cents per share
on the ordinary shares which amounts to €17.7 million. Subject to shareholders approval, this dividend will be paid on 16 May 2014 to
shareholders on the register of members at 04 April 2014, the record date. These Financial Statements do not reflect this final dividend.
www.glanbia.com 143
Financial Statements
14. Property, plant and equipment
Year ended 29 December 2012
Opening net book amount
Exchange differences
Acquisitions
Additions
Disposals
Reclassification
Impairments
Depreciation charge
Land and
buildings
€'000
Plant and
equipment
€'000
Motor
vehicles
€'000
Notes
152,959
241,211
(1,385)
1,641
25,849
(34,861)
–
(2,050)
(5,829)
(2,964)
11,345
61,004
(99,239)
(333)
(8,245)
(29,882)
15
382
(11)
5
346
(149)
–
(37)
(261)
Total
€'000
394,552
(4,360)
12,991
87,199
(134,249)
(333)
(10,332)
(35,972)
Closing net book amount
136,324
172,897
275
309,496
At 29 December 2012
Cost
Accumulated depreciation
Net book amount
Year ended 04 January 2014
Opening net book amount
Exchange differences
Additions
Disposals
Reclassification
Impairments
Depreciation charge
187,492
471,718
18,621
677,831
(51,168)
(298,821)
(18,346)
(368,335)
136,324
172,897
275
309,496
136,324
172,897
(2,685)
27,771
(4,125)
71,705
(646)
(354)
–
(620)
354
(108)
275
(30)
471
(54)
–
–
309,496
(6,840)
99,947
(1,320)
–
(108)
(4,797)
(22,119)
(287)
(27,203)
Closing net book amount
155,613
217,984
375
373,972
At 04 January 2014
Cost
Accumulated depreciation
Net book amount
210,258
528,272
18,732
757,262
(54,645)
(310,288)
(18,357)
(383,290)
155,613
217,984
375
373,972
Depreciation expense of €27.2 million was charged to the income statement during the year (2012: €36.0 million). Included in the 2012
charge to the income statement is an amount of €11.0 million relating to discontinued operations.
Included in the cost of additions for 2013 is an amount of €41.1 million (2012: €11.8 million) incurred in respect of assets under construction.
The Group does not have any assets secured against borrowings and no borrowing costs were capitalised during the year (2012: nil).
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
Disposals
Net book amount
Operating lease rentals amounting to €18.2 million (2012: €15.1 million) are charged to the income statement.
2013
€'000
–
–
–
–
2012
€'000
41,673
(33,359)
(8,314)
–
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15. Intangible assets
Year ended 29 December 2012
Opening net book amount
Exchange differences
Acquisitions
Additions
Disposals
Reclassification
Write-off of intangibles
Amortisation
Goodwill
€'000
note (b)
Other
intangibles
€'000
note (a)
Notes
Software
costs
€'000
Development
costs
€'000
Total
€'000
178,328
261,742
18,132
9,075
467,277
(4,045)
15,545
517
(541)
–
(692)
(5,747)
19,412
599
–
–
(301)
–
(13,437)
(84)
–
2,670
(2,705)
333
(1,420)
(4,679)
(160)
–
4,339
(45)
–
(1,583)
(2,237)
(10,036)
34,957
8,125
(3,291)
333
(3,996)
(20,353)
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Closing net book amount
189,112
262,268
12,247
9,389
473,016
At 29 December 2012
Cost
Accumulated amortisation
189,112
310,483
51,027
21,384
572,006
–
(48,215)
(38,780)
(11,995)
(98,990)
Net book amount
189,112
262,268
12,247
9,389
473,016
Year ended 04 January 2014
Opening net book amount
Exchange differences
Additions
Reclassification
Write-off of intangibles
Amortisation
189,112
262,268
(5,511)
(8,000)
12,247
(338)
–
(1,332)
(511)
–
11,543
1,332
(24)
–
–
9,389
(405)
5,803
–
(76)
473,016
(14,254)
17,346
–
(611)
–
(14,671)
(4,280)
(2,060)
(21,011)
Closing net book amount
181,758
240,905
19,172
12,651
454,486
At 04 January 2014
Cost
Accumulated amortisation
181,758
303,791
62,232
26,706
574,487
–
(62,886)
(43,060)
(14,055)
(120,001)
Net book amount
181,758
240,905
19,172
12,651
454,486
Amortisation expense of €21.0 million (2012: €20.4 million) has been charged to the income statement during the year. The average
remaining amortisation period for software costs is 8 years (2012: 3 years) and development costs is 6 years (2012: 4 years).
Approximately €4.2 million of software additions during the year (2012: €1.1 million) were internally generated with the remaining balance
acquired from external parties. Development costs of €0.1 million (2012: €1.6 million) were written off during the year due to uncertainty that
these projects will reach commercialisation.
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Financial Statements
Note 15 (a): Other intangibles
Year ended 29 December 2012
Opening net book amount
Exchange differences
Acquisitions
Additions
Write-off of intangibles
Amortisation
Brands/
know-how
€'000
Customer
relationships
€'000
Other
€'000
Total other
intangibles
€'000
154,868
103,786
3,088
261,742
(3,557)
12,115
–
–
(2,232)
6,840
–
–
(2,850)
(10,405)
42
457
599
(301)
(182)
(5,747)
19,412
599
(301)
(13,437)
Closing net book amount
160,576
97,989
3,703
262,268
At 29 December 2012
Cost
Accumulated amortisation
Net book amount
Year ended 04 January 2014
Opening net book amount
Exchange differences
Reclassification
Write-off of intangibles
Amortisation
169,319
(8,743)
135,914
(37,925)
5,250
310,483
(1,547)
(48,215)
160,576
97,989
3,703
262,268
160,576
(4,430)
2,083
–
97,989
(3,503)
(1,554)
–
(3,633)
(10,390)
3,703
262,268
(67)
803
(24)
(648)
(8,000)
1,332
(24)
(14,671)
Closing net book amount
154,596
82,542
3,767
240,905
At 04 January 2014
Cost
Accumulated amortisation
Net book amount
166,972
(12,376)
130,857
(48,315)
5,962
303,791
(2,195)
(62,886)
154,596
82,542
3,767
240,905
Included in the total cost of brands/know-how are intangible assets of €87.5 million (2012: €90.5 million) which have 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 lives 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. There are no material internally generated brand-related intangibles.
The remaining average amortisation period for Global Performance Nutrition brands/know-how is 37 years (2012: 38 years) and for the
remaining brands/know-how it is 13 years (2012: 14 years).
Included in customer relationships are individual significant intangible assets of €49.8 million (2012: €57.6 million) with a remaining
amortisation period of 8 years (2012: 9 years). The remaining customer relationships are amortised over an average period of 9 years
(2012: 10 years). The remaining average amortisation period for other intangibles is 9 years (2012: 10 years).
No intangible assets were acquired by way of government grant during the financial year (2012: nil).
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Note 15 (b): Impairment tests for goodwill and indefinite life intangibles
Goodwill is allocated to the Group’s cash generating units (CGUs) that are expected to benefit from business acquisitions, rather than
where the asset is owned. The CGUs represent the lowest level within the Group at which the associated goodwill is monitored for
internal management purposes and are not larger than the operating segments determined in accordance with IFRS 8 - Operating
Segments. For the purposes of goodwill a total of 6 CGU’s have been identified and these are allocated between the Group’s main
segments as follows: Global Performance Nutrition 1, Global Ingredients 4 and Dairy Ireland 1.
A summary of goodwill by CGU is as follows:
Global Performance Nutrition
Global Ingredients - Customised Solutions
Global Ingredients - other CGUs
Dairy Ireland
A summary of indefinite life intangibles by CGU is as follows:
Global Performance Nutrition
Global Performance Nutrition
Goodwill
2013
€’000
84,225
70,330
17,533
9,670
Foreign
exchange
€’000
(2,881)
(1,985)
(645)
–
Reclass
€’000
–
–
(1,332)
Other
€’000
–
–
–
–
(511)
Goodwill
2012
€’000
87,106
72,315
19,510
10,181
181,758
(5,511)
(1,332)
(511)
189,112
Indefinite life
intangibles
2013
€’000
Foreign
exchange
€’000
Acquisition
€’000
Indefinite life
intangibles
2012
€’000
87,491
(2,993)
–
90,484
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Impairment testing methodology and results
Goodwill and indefinite life intangibles are subject to impairment testing on an annual basis or more frequently if there are indications
they might be impaired. The recoverable amount of goodwill and indefinite life intangibles allocated to a CGU is determined based on a
value in use computation, which has been selected due to the impracticality of obtaining fair value less costs to sell measurements for
each reporting period.
The cash flow projections are based on a five year strategic plan formally approved by the Group Operating Executive Committee and the
Board of Directors. While the Group expects cash flow growth between year six and twenty a terminal value was derived for this further
fifteen year period assuming zero growth. No significant impairments arose in either 2013 or 2012. The present value of future cashflows is
calculated using pre tax discount rates which is the Group’s weighted average cost of capital adjusted to reflect risks associated with the
CGU and are set out in the table below:
Global Performance Nutrition
Global Ingredients
Dairy Ireland
Discount
rates
2013
7.5%
7.4% – 7.5%
7.4%
Discount
rates
2012
8.6%
8.6%
8.4%
Key sources of estimation uncertainty
The key assumptions employed in arriving at the estimates of future cash flows factored into impairment testing are inherently subjective.
Key assumptions include management’s estimates of future profitability and discount rates. Other assumptions include the duration of the
discounted cashflow model, replacement capital expenditure requirements and working capital investment. These assumptions are based
on management’s past experience. 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.
Sensitivity analysis
Sensitivity analysis has been performed across the 6 CGUs. These 6 CGUs had aggregate goodwill and indefinite life intangibles of
€269.2 million at the date of testing. If the estimated future profitability was 10% lower than management’s estimates, there would be
no requirement on the Group to recognise any impairment against goodwill or indefinite life intangibles. If the estimated cashflow forecasts
used in the value in use estimates were 10% lower than management’s estimates, again there would be no requirement on the Group to
recognise any impairment against goodwill or indefinite life intangibles. If the estimated cost of capital used in determining the pre-tax
discount rate had been 1% higher than management's estimates there would be no requirement on the Group to recognise any impairment.
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16. Investments in associates
At the beginning of the year
Share of profit after tax
Loss recognised through equity
Additions
2013
Company
€'000
22,876
–
–
–
2013
Group
€'000
67,586
13,760
(854)
2012
Company
€'000
2,259
–
–
2012
Group
€'000
12,178
1,667
(239)
–
20,617
53,980
At the end of the year
22,876
80,492
22,876
67,586
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:
2012
Co-operative Animal Health Limited1
South Eastern Cattle Breeding Society Limited1
Malting Company of Ireland Limited
South East Port Services Limited
Greenfield Dairy Partners Limited
Glanbia Ingredients Ireland Limited2
2013
Co-operative Animal Health Limited1
South Eastern Cattle Breeding Society Limited1
Malting Company of Ireland Limited3
South East Port Services Limited
Glanbia Ingredients Ireland Limited
Assets
€'000
Liabilities
€'000
Revenue
€'000
Profit
€'000
7,800
(5,097)
16,099
392
5,349
5,995
9,002
–
(810)
(2,958)
(6,204)
–
2,842
2,773
1,904
195
131,519
(77,010)
31,229
181
16
445
24
609
159,665
(92,079)
55,042
1,667
Assets
€'000
Liabilities
€'000
Revenue
€'000
Profit
€'000
(4,689)
16,519
7,626
5,451
6,637
9,227
(1,126)
(3,552)
(5,868)
291
143
80
2,950
3,326
2,307
568
169,456
(102,670)
351,214 12,678
198,397
(117,905)
376,316 13,760
Interest
held
%
50.00
57.00
33.33
49.00
13.33
40.00
Interest
held
%
50.00
57.00
50.00
49.00
40.00
1
2
3
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.
See note 7 (f) - exceptional items for further details.
During the year the Group’s shareholding in Malting Company of Ireland Limited increased from 33.33% to 50.0%.
Further details in relation to principal associates are outlined in note 39.
www.glanbia.com 149
Financial Statements
17. Investments in joint ventures
At the beginning of the year
Share of profit after tax
Disposals
Gains/(losses) recognised through equity
Deferred tax movement
Dividends received
Exchange differences
At the end of the year
2013
€'000
58,482
12,728
–
433
3,930
2012
€'000
58,484
10,480
(103)
(298)
3,202
(10,937)
(13,778)
(1,742)
495
62,894
58,482
The following amounts represent the Group’s share of the assets, liabilities, revenue and profits from 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
2013
€'000
2012
€'000
128,817
135,419
87,360
81,560
216,177
216,979
71,793
81,490
89,755
68,742
153,283
158,497
62,894
58,482
2013
€'000
524,150
2012
€'000
521,960
(511,422)
(511,480)
12,728
10,480
607
2,058
A listing and description of interests in significant joint ventures is outlined in note 39.
The Group holds 51% of the share capital of Glanbia Cheese Limited but this entity is considered to be a joint venture as the Group does
not have control of the company, as it controls only 50% of the voting rights and is entitled to appoint only 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.
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18. Available for sale financial assets
At the beginning of the year
Disposals/redemption
Fair value movement
Additions
Amounts written off
Available
for sale
financial
assets
2013
Group
€'000
9,144
(1,071)
1,425
–
–
Investments
2012
Company
€'000
599,325
(19,021)
–
31,357
–
Available
for sale
financial
assets
2012
Group
€'000
11,165
(1,050)
(971)
–
–
Investments
2013
Company
€'000
611,661
(35,166)
–
34,797
(1,338)
At the end of the year
609,954
9,498
611,661
9,144
Investments include the following:
Listed securities
Equity securities – eurozone countries
Unlisted securities
One51 plc
The Irish Dairy Board Co-operative Limited
Other Group companies
Other available for sale financial assets
Available
for sale
financial
assets
2013
Group
€'000
Investments
2012
Company
€'000
Investments
2013
Company
€'000
69
307
447
–
1,789
6,725
1
–
–
609,438
–
611,660
–
677
–
Available
for sale
financial
assets
2012
Group
€'000
224
447
7,760
–
713
609,954
9,498
611,661
9,144
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 financial assets 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 €7.4 million (2012: €8.5 million) are included at cost. 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.
www.glanbia.com 151
Financial Statements
19. Trade and other receivables
Trade receivables
Less provision for impairment of receivables
Trade receivables – net
Prepayments
Receivables from joint ventures and associates
Loans to joint ventures and associates
Value added tax
Other receivables
Total
Less non-current trade receivables:
Other receivables
Loans to joint ventures and associates
Non-current
Current
Notes
2013
Company
€'000
–
2013
Group
€'000
248,721
(11,155)
237,566
10,718
921
9,376
2,053
5,958
2012
Company
€'000
–
–
–
–
632
–
–
–
2012
Group
€'000
255,548
(10,434)
245,114
8,179
4,890
16,735
670
12,836
–
–
–
–
–
–
209
209
266,592
632
288,424
–
–
–
–
(9,376)
(9,376)
–
–
–
(100)
(16,735)
(16,835)
209
257,216
632
271,589
37
37
37
The carrying value of receivables is a reasonable approximation of fair value. The net movement in the provision for impairment of
receivables has been included within the income statement.
As disclosed 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, by holding charges over assets and by active credit management. Management do not expect any significant loss from
receivables that have not been provided for at year end.
The carrying amounts of the Group’s trade and other receivables are denominated in the following currencies:
Euro
US dollar
Sterling
Other
2013
Company
€'000
209
–
–
–
2013
Group
€'000
95,881
152,259
17,105
1,347
2012
Company
€'000
632
–
–
–
2012
Group
€'000
101,266
167,438
12,379
7,341
209
266,592
632
288,424
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
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2013
€'000
10,434
2,091
(743)
(627)
2012
€'000
11,219
3,179
(3,707)
(257)
11,155
10,434
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As of 04 January 2014, trade receivables of €11.2 million (2012: €10.4 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 depending on the
assessment of likely recoverability of the balance. The amount of the provision was €11.2 million (2012: €10.4 million). Set out below is an
analysis of trade receivables which remain outstanding outside of trade terms.
Past due and impaired:
Up to 3 months
3 to 6 months
Over 6 months
2013
€'000
2012
€'000
2,163
1,748
7,244
2,196
1,779
6,459
11,155
10,434
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above.
At 04 January 2014, trade receivables of €51.8 million (2012: €47.9 million) were past due but not impaired, as they are considered
recoverable, as follows:
Past due not impaired:
Up to 3 months
3 to 6 months
Over 6 months
20. Inventories
Raw materials
Finished goods
Consumables
2013
€'000
2012
€'000
38,642
11,619
1,565
38,824
7,984
1,131
51,826
47,939
2013
€'000
107,639
2012
€'000
90,962
186,667
176,905
20,175
14,161
314,481
282,028
Included above are inventories carried at net realisable value amounting to €9.5 million (2012: €10.3 million). The amount written off in
respect of these inventories was €4.0 million (2012: €9.2 million). .
21. Cash and cash equivalents
Cash at bank and in hand
Short term bank deposits
2013
Company
€'000
–
–
–
2013
Group
€'000
86,259
20,000
106,259
2012
Company
€'000
–
–
–
2012
Group
€'000
85,557
190,015
275,572
The fair value of cash and cash equivalents is 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.
www.glanbia.com 153
Financial Statements
22. Other reserves
Capital
reserve
€'000
(note a)
Merger
reserve
€'000
(note b)
Currency
reserve
€'000
(note c)
Hedging
reserve
€'000
(note d)
Available
for sale
financial
asset
reserve
€'000
(note e)
Share
based
payment
reserve
€'000
(note g)
Own
shares
€'000
(note f)
Total
€'000
Balance at 31 December 2011
2,825 113,148
39,317
(5,252)
1,137
(2,774)
5,143 153,544
Currency translation differences
Net investment hedge
Revaluation of interest rate swaps – gain in year
Foreign exchange contracts – loss 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
Other deferred tax movements
Cost of share based payments
Transfer on exercise, vesting or expiry
of share based payments
Purchase of own shares
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(8,071)
1,409
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2,695
(155)
146
(139)
1,059
(161)
–
(1,110)
663
–
–
–
–
–
–
–
–
–
–
–
(971)
275
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(8,071)
1,409
2,695
(155)
146
(139)
1,059
(161)
(971)
(835)
663
3,209
3,209
2,245
(1,657)
(7,692)
–
588
(7,692)
Balance at 29 December 2012
2,825 113,148
32,655
(2,254)
441
(8,221)
6,695 145,289
Currency translation differences
Net investment hedge
Revaluation of interest rate swaps – gain in year
Foreign exchange contracts – loss in year
Transfers to income statement:
Foreign exchange contracts – loss in year
Forward commodity contracts – loss in year
Revaluation of forward commodity contracts
– gain in year
Revaluation of available for sale financial assets
– gain in year
Deferred tax on fair value movements
Cost of share based payments
Transfer on exercise, vesting or expiry
of share based payments
Purchase of own shares
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(24,592)
2,472
–
–
–
–
–
–
–
–
–
–
–
–
776
(273)
155
162
78
–
–
–
–
–
–
–
–
1,425
(71)
(470)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(24,592)
2,472
776
(273)
155
162
78
1,425
(541)
4,568
4,568
7,417
(2,949)
4,468
(7,387)
–
(7,387)
Balance at 04 January 2014
2,825 113,148
10,535
(1,427)
1,396
(8,191)
8,314 126,600
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Note 22 (a): Capital reserve
The capital reserve comprises of 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.
2013
Company
€'000
2013
Group
€'000
2012
Company
€'000
2012
Group
€'000
At the beginning and the end of the year
4,227
2,825
4,227
2,825
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 adjustment1
Share premium and other reserves relating to nominal value of shares in Waterford Foods plc
At the beginning and the end of the year
2013
€'000
2012
€'000
355,271
355,271
(327,085)
(327,085)
84,962
84,962
113,148
113,148
1
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 (now named Glanbia plc) in 1997.
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. See note 32 -
derivative financial instruments for further details. In addition, 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 asset 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 864,898 (2012: 1,141,334) ordinary shares in Glanbia plc which are held by two trusts.
An Employee Share Trust was established in May 2002 to operate initially in connection with the Company's Saving Related Share Option
Scheme ('Sharesave Scheme') and subsequently for the vesting of shares under the 2008 LTIP. The trustee of the Employee Share Trust is
Computershare Trustees (Jersey) Limited, a Jersey based trustee services company. The dividend rights in respect of these shares has been
waived, save 0.001 pence per share.
An Employee Share Scheme Trust was established in April 2013 to operate in connection with the Company's Annual Incentive Deferred into
Shares Scheme. The trustee of the Employee Share Scheme Trust is Glanbia Management Services Limited. The dividend rights in respect
of shares which have not vested have been waived.
The shares included in the Employee Share Trust and the Employee Share Scheme Trust at 04 January 2014 cost €8.2 million (2012: €8.2
million) and had a market value of €9.6 million (2012: €9.4 million). Shares purchased for the 2008 LTIP scheme and the Company’s Annual
Incentive Deferred into Shares Scheme are deemed to be own shares in accordance with IAS 32 - Financial Instruments: Disclosure and
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, the 2008 LTIP and
the Annual Incentive Deferred into Shares Schemes, net of transfers on vesting or expiry of share based payments.
At the beginning of the year
Transfer on exercise, vesting or expiry of share based payments
Cost of share based payments
2013
Company
€'000
6,695
(2,949)
4,568
2013
Group
€'000
6,695
(2,949)
4,568
2012
Company
€'000
5,143
(1,657)
3,209
2012
Group
€'000
5,143
(1,657)
3,209
At the end of the year
8,314
8,314
6,695
6,695
www.glanbia.com 155
Financial Statements
2002 Long Term Incentive Plan (‘the 2002 LTIP’)
Movement in the 2002 LTIP for the year ended 04 January 2014 and 29 December 2012 is as follows:
At the beginning of the year
Granted
Exercised
2013
Average
exercise
price in
€ per share
3.08
–
2013
Number
of options
1,130,000
–
2012
Average
exercise
price in
€ per share
2.97
–
2012
Number
of options
1,553,000
–
(2.76)
(690,000)
(2.68)
(423,000)
At the end of the year
3.60
440,000
3.08
1,130,000
Expiry date in
2013
2014
2014
2016
2017
2019
2020
2021
2021
2021
2021
2021
2021
Exercise
price
€
1.90
2.47
2.73
2.87
4.03
2.29
2.65
3.68
3.95
4.38
4.30
4.70
4.63
2013
Number
of options
–
–
140,000
2012
Number
of options
60,000
100,000
530,000
–
–
50,000
–
20,000
20,000
90,000
55,000
45,000
20,000
50,000
70,000
50,000
20,000
20,000
20,000
90,000
55,000
45,000
20,000
440,000
1,130,000
Total options of 440,000 (2012: 1,130,000) ordinary shares were outstanding at 04 January 2014 under the 2002 LTIP, at prices ranging
between €2.73 and €4.70. In accordance with the terms of the 2002 LTIP, certain executives to whom options were granted in 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 1,450 (2012: 25,000) ordinary shares. The cost of the 2002 LTIP charged in the Group income statement was
€0.2 million (2012: €0.2 million).
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 Binomial Model. Options over 210,000 (2012: 860,000) ordinary shares were
exercisable at 04 January 2014 at a weighted average price of €2.71 (2012: €2.73). The weighted average share price at the date of
exercise for share options exercised was €8.80 (2012: €6.97). The weighted average life for share options outstanding is five years.
156
Glanbia plc 2013 Annual Report and Accounts
2008 Long Term Incentive Plan (‘the 2008 LTIP’)
This is a long-term share incentive plan, which was introduced in 2008 following the approval by the shareholders, under which share
awards are granted to executive directors and certain senior managers in the form of a provisional allocation of shares for which no exercise
price is payable.
Following a review of executive remuneration policy and design in 2011, the following amendments to the 2008 LTIP were recommended to
and approved by the shareholders at the 2012 Annual General Meeting:
n Long Term Incentive individual annual award level of a maximum 150% of Base Salary and in exceptional cases and in relation to
specific local needs (USA), a maximum of 200% of Base Salary (previous maximum 115%) determined by reference to relative Total
Shareholder Return (TSR), Earnings Per Share (EPS) and an appropriate Group investment measure, with each of these performance
conditions representing one-third of maximum vesting level, unless otherwise determined by the Remuneration Committee.
n Requirement to hold shares received pursuant to the vesting of LTIP awards for a minimum period of one year post-vesting
(previously no requirement to hold).
n For Business Unit CEOs, the Long Term Incentive level will be determined by reference to relative TSR, EPS and an appropriate
Business Unit measure, with each of these performance conditions representing one-third of maximum vesting level, unless
otherwise determined by the Remuneration Committee.
Awards outstanding under the 2008 LTIP as at 04 January 2014 amounted to 2,251,601 (2012: 2,714,000) and are scheduled for release in
March 2014, August 2015 and April, August and October 2016 to the extent that there is sustained improvement in the underlying financial
performance over a three year period as determined by the Remuneration Committee. The extent of vesting for the awards scheduled to
vest in 2014 shall be determined by growth in the Company’s EPS and the Company’s TSR performance, each representing 50 per cent of
the maximum vesting level. The awards scheduled to vest in 2015 and 2016 are subject to the additional performance measure of Return
On Capital Employed (ROCE), with each of EPS, TSR and ROCE representing one third of the maximum vesting level.
The TSR element is assessed against a group of leading peer companies, the EPS element is measured against pre-set targeted adjusted
EPS growth criteria for the Group and the ROCE (in respect of awards scheduled to vest in 2015 and 2016) is also measured against pre-
set targets as set out in the Remuneration Committee Report on pages 78 to 81.
Shares awarded under the Group’s LTIP schemes are equity settled share based payments as defined in IFRS 2 – Share Based Payments.
IFRS 2 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 expense of €3.5 million (2012: €3.0
million) 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.
Movement in the 2008 LTIP for the year ended 04 January 2014 and 29 December 2012 is as follows:
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m
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t
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At the beginning of the year
Granted
Vested
Lapsed
At the end of the year
Expiry date in
2014
2015
2016
2017
At the end of the year
2013
Number of
awards
2,714,000
824,100
2012
Number of
awards
2,476,500
855,500
(1,010,851)
(598,842)
(275,648)
(19,158)
2,251,601
2,714,000
2013
Number of
awards
2012
Number of
awards
50,000 1,082,000
719,401
776,500
717,600
855,500
764,600
–
2,251,601
2,714,000
www.glanbia.com 157
Financial Statements
The total expense in the Group income statement is analysed as follows:
Granted in 2009
2008 Long Term Incentive Plan
Granted in 2010
2008 Long Term Incentive Plan
Granted in 2011
2008 Long Term Incentive Plan
Granted in 2012
2008 Long Term Incentive Plan
Granted in 2013
2008 Long Term Incentive Plan
Share price
at date
of award
€
Period
to earliest
vesting
date
2.72
2.82
–
–
Number
of shares
Fair
value
€
618,000
2.22
1,082,000
2.31
Expense in
Group
income
statement
2013
€'000
Expense in
Group
income
statement
2012
€'000
–
–
(24)
805
4.35
1 years
776,500
3.59
747
850
6.26
2 years
855,000
5.44
811
1,416
10.11
3 years
824,100
8.63
1,903
–
Shares awarded under the 2008 LTIP are equity settled share-based payments as defined in IFRS 2 - Share Based Payments. On the
25 May 2013, 1,010,851 of the share awards granted in 2010 vested, and a further 50,000 are expected to vest in 2014. The balance
of 21,149 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
Granted
in 2013
Granted
in 2012
Granted
in 2011
Granted
in 2010
0.2%
29.9%
1.17%
0.2%
33.1%
1.6%
2%
45%
2%
1%
47%
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 award.
Annual incentive deferred into shares scheme
This scheme is an annual performance related incentive scheme for Executive Directors and other senior management. The cost of the
Annual Incentive Deferred into Shares Scheme was €0.9 million in 2013 (2012: €1.7 million). The incentive will be invested in shares in the
Company and delivered to the Executive Directors and senior management two years following this investment.
23. Share capital and share premium
Company
At 29 December 2012
Shares issued
At 04 January 2014
Group
At 29 December 2012
Shares issued
At 04 January 2014
Number of
shares
(thousands)
294,956
690
Ordinary
shares
€'000
17,697
41
Share
premium
€'000
439,666
1,861
Total
€'000
457,363
1,902
295,646
17,738
441,527
459,265
Number of
shares
(thousands)
294,956
690
Ordinary
shares
€'000
17,697
41
Share
premium
€'000
84,398
1,861
Total
€'000
102,095
1,902
295,646
17,738
86,259
103,997
The total authorised number of ordinary shares is 306 million shares (2012: 306 million shares) with a par value of €0.06 per share
(2012: €0.06 per share). All issued shares are fully paid.
158
Glanbia plc 2013 Annual Report and Accounts
24. Retained earnings
Balance at 31 December 2011
Profit for the year
Other comprehensive income/(expense)
Remeasurements – defined benefit schemes*
Deferred tax on remeasurements*
Share of remeasurements – Joint Ventures & Associates
Total comprehensive income for the year
Dividends paid during the year
Transfer on exercise, vesting or expiry of share based payments
Balance at 29 December 2012
(Loss)/profit for the year
Other comprehensive income/(expense)
Remeasurements – defined benefit schemes
Deferred tax on remeasurements
Share of remeasurements – Joint Ventures & Associates
Notes
Company
€'000
77,807
Group
€'000
261,308
55,903
144,956
28
27
–
–
–
(100,095)
10,801
(1,058)
55,903
54,604
(25,327)
(25,327)
22
(588)
(588)
107,795
289,997
(10,228)
150,330
28
27
–
–
–
(1,546)
(166)
(929)
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Total comprehensive (expense)/income for the year
(10,228)
147,689
Dividends paid during the year
Transfer on exercise, vesting or expiry of share based payments
Balance at 04 January 2014
*As re-presented to reflect the adoption of IAS 19 (revised) - Employee Benefits
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
(27,929)
(27,929)
22
(4,468)
(4,468)
65,170
405,289
2013
€'000
7,275
666
(307)
2012
€'000
7,135
440
(300)
7,634
7,275
www.glanbia.com 159
Financial Statements
26. Borrowings
Current
Bank overdraft and borrowings
Cumulative redeemable preference shares
Non-current
Bank borrowings
Private debt placement
Cumulative redeemable preference shares
2013
Company
€'000
2013
Group
€'000
2012
Company
€'000
2012
Group
€'000
2,233
–
2,756
100,661
–
39,062
–
24,425
2,233
39,062
2,756
125,086
–
–
–
–
203,266
238,375
–
441,641
–
–
–
–
241,454
246,530
39,062
527,046
Total borrowings
2,233
480,703
2,756
652,132
Borrowings are secured by cross-guarantees from other 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. During 2013, 19.326 million shares were redeemed at the issue price, while on 31 July 2014 the remaining 30.764
million shares still in issue will be redeemed at the issue price. 30.764 million of the €1.2697 cumulative redeemable preference shares
currently carry the right to a fixed cumulative annual dividend of 8.6977 cents per share.
The maturity of non-current borrowings is as follows:
Between 1 and 2 years
Between 2 and 5 years
More than 5 years
2013
€'000
–
203,266
238,375
2012
€'000
39,062
–
487,984
441,641
527,046
The exposure of the Group’s total borrowings to interest rate changes, taking account of contractual repricing dates, at the
reporting date are as follows:
12 months or less
Between 1 and 2 years
Between 2 and 5 years
More than 5 years
2013
€'000
242,328
–
–
2012
€'000
366,540
39,062
–
238,375
246,530
480,703
652,132
The effective interest rates at the reporting date are as follows:
Overdrafts
Borrowings
EUR
USD
CAD
2013
1.95%
2.87%
2012
2.00%
2.91%
2013
–
2012
–
5.29%
4.94%
2013
–
–
2012
4.00%
3.42%
160
Glanbia plc 2013 Annual Report and Accounts
The carrying amounts and fair values of non-current borrowings are as follows:
Non-current borrowings
The carrying value of current borrowings approximates to their fair value.
Carrying
amount
2013
€'000
441,641
Carrying
amount
2012
€'000
527,046
Fair
value
2013
€'000
456,064
Fair
value
2012
€'000
567,121
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:
Uncommitted facilities expiring within 1 year
Committed facilities expiring beyond 1 year
All of the undrawn borrowing facilities are floating rate facilities.
2013
€'000
234,585
246,118
–
2012
€'000
357,556
286,126
8,450
480,703
652,132
2013
€'000
63,020
2012
€'000
8,060
263,394
225,812
326,414
233,872
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www.glanbia.com 161
Financial Statements
27. Deferred taxes
The following amounts are shown in the consolidated balance sheet:
Deferred tax assets
Deferred tax liabilities
Net deferred tax liability
The gross movement on the deferred tax account is as follows:
At the beginning of the year
Income statement – pre exceptional charge
Income statement – exceptional charge/(credit)
Deferred tax charge to other comprehensive income
Deferred tax charge/(credit) relating to defined benefit remeasurements
Deferred tax on acquisition of intellectual property
Movement on disposal of operations
Exchange differences
At the end of the year
2013
€'000
2012
€'000
(22,464)
(19,963)
95,584
91,057
73,120
71,094
2013
€'000
71,094
1,869
1,223
541
166
–
–
(1,773)
2012*
€'000
82,204
2,255
(1,204)
835
(10,801)
855
(2,232)
(818)
73,120
71,094
Notes
11
11
22
24
The movement in deferred tax assets and liabilities during the year is as follows:
Deferred tax assets
At 31 December 2011
Retirement
benefit
obligations*
€'000
(3,569)
Other
employee
obligations
€'000
(2,906)
Fair value
gain/
loss
€'000
(9)
Notes
Tax
losses
€'000
(1,424)
Other
€'000
(3,347)
Total
€'000
(11,255)
Charged/(credited) to income statement
1,355
(839)
(Credited) to other comprehensive income
24
(10,801)
Movement on disposal of operations
Exchange differences
Reclassification to deferred tax liabilities
At 29 December 2012
Charged/(credited) to income statement
Charged to other comprehensive income
24
Exchange differences
At 04 January 2014
4,619
–
–
–
–
75
–
(8,396)
(3,670)
1,621
(4,785)
166
2
–
245
(6,607)
(8,210)
–
–
–
–
9
–
–
–
–
–
850
(4,073)
–
–
(38)
–
–
–
135
–
(2,707)
(10,801)
4,619
172
9
(612)
(7,285)
(19,963)
(24)
–
11
55
–
208
(3,133)
166
466
(625)
(7,022)
(22,464)
*As re-presented to reflect the adoption of IAS 19 (revised) - Employee Benefits
162
Glanbia plc 2013 Annual Report and Accounts
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a
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m
e
n
t
s
Deferred tax liabilities
At 31 December 2011
Charged/(credited) to income statement
Charged to other comprehensive income
Acquisition of intellectual property
Movement on disposal of operations
Exchange differences
Reclassification from deferred tax assets
Notes
22
Accelerated
tax
depreciation
€'000
41,975
705
–
–
(6,281)
(642)
–
Fair value
gain/
loss
€'000
–
–
835
–
(663)
–
(9)
IP and
deferred
development
costs
€'000
26,925
(1,243)
–
855
(6)
(540)
–
Other
€'000
24,559
4,296
–
–
99
192
–
Total
€'000
93,459
3,758
835
855
(6,851)
(990)
(9)
At 29 December 2012
35,757
163
25,991
29,146
91,057
Charged/(credited) to income statement
Charged to other comprehensive income
Exchange differences
22
15,512
–
(1,408)
–
541
–
(1,073)
(8,214)
–
(797)
–
(34)
6,225
541
(2,239)
At 04 January 2014
49,861
704
24,121
20,898
95,584
A deferred tax asset has been recognised on the basis that the realisation of the related tax benefit through future taxable profits is probable.
This includes deferred tax assets which 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 unrecognised tax losses of €116.3 million (2012: €122.1 million) to carry forward against future taxable profits, of which
€48.0 million (2012: €48.8 million) are unrecognised capital losses. These unrecognised losses can be carried forward indefinitely. Deferred
tax liabilities of €10.5 million (2012: €8.9 million) have not been recognised for the withholding tax and other taxes that would be payable on
the unremitted earnings of certain subsidiaries. There is no current intention to remit such earnings.
The deferred tax charged/(credited) to other comprehensive income during the year is as follows:
Available for sale financial asset reserve
Hedging reserve
Disposal of operations
Exchange differences
Defined benefit remeasurements
* As re-presented to reflect the adoption of IAS 19 (revised) - Employee Benefits
Notes
22
22
22
24
2013
€'000
470
71
–
(1,773)
2012*
€'000
(275)
1,110
(663)
(818)
166
(10,801)
(1,066)
(11,447)
www.glanbia.com 163
Financial Statements
28. Retirement benefit obligations
The Group operates a number of defined benefit and defined contribution schemes in Ireland and the UK under broadly similar regulatory
frameworks, which provide retirement and death benefits for its employees. The bulk of the defined benefit pension schemes are career
average pension plans, which provide benefits to members in the form of a guaranteed level of pension payable for life. The level of benefits
provided depends on members’ length of service and their average salary over their period of employment. The plans face broadly similar
risks as described below. The schemes are funded through separate trustee controlled funds. Plan assets held in trusts are governed by
local regulations and practice in each country, as is the nature of the relationship between the Group and the trustees (or equivalent) and
their composition.
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 01 January 2011 and
01 January 2013. The contributions paid to the schemes in 2013 are in accordance with the contribution rates recommended in the
actuarial valuation reports or in subsequent actuarial advice.
Present value of funded obligations
Fair value of plan assets
Liability in the Group balance sheet
The amounts recognised in the Group income statement are as follows:
Defined benefit pension schemes
Service costs – current
Service costs – past
Net interest cost
Total (expense) pre curtailment gains and negative past service costs
Negative past service costs, gains and losses on settlements
Total gain/(expense)
Defined contribution pension schemes
2013
€'000
(424,519)
2012
€'000
(430,736)
346,484
332,603
(78,035)
(98,133)
Notes
2013
€'000
2012*
€'000
(5,128)
(256)
(3,417)
(4,317)
(435)
(1,914)
8
7
(8,801)
13,833
(6,666)
–
5,032
(6,666)
8
(4,232)
(3,509)
The Group undertook a review of pension arrangements during 2009 and 2010 across its main Irish defined benefit pension schemes.
In 2013 revisions to the Group’s pension arrangements for two smaller Irish defined benefit schemes was completed giving rise to the
negative past service costs, curtailments and settlements recognised in the Group income statement.
The movement in the liability recognised in the Group balance sheet over the year is as follows:
At the beginning of the year
Exchange differences
Total expenses
Negative past service costs, gains and losses on settlements
Remeasurements - defined benefit schemes
Disposal
Contributions paid by employer
At the end of the year
Notes
8
7
2013
€'000
(98,133)
436
(8,801)
13,833
2012*
€'000
(48,425)
(476)
(6,666)
–
(1,546)
(100,095)
–
16,176
36,954
20,575
(78,035)
(98,133)
During 2012, the Group amended the basis of estimation for determining the discount rate. A customised version of the existing model
was used which increased the number of bonds at longer duration by including all bonds which have an AA rating from at least one
ratings agency. It is expected that the use of this customised model will reduce future volatility in the discount rate. The revised basis
increased the discount rate from 3.4% to 3.8% in 2012 which in turn decreased the liabilities of the scheme by €26.0 million. The Group
also made an allowance for commutation factors which reduced the liabilities of the scheme by €15.0 million. The approach followed in
2013 is consistent with 2012.
* As re-presented to reflect the adoption of IAS 19 (revised) - Employee Benefits
164
Glanbia plc 2013 Annual Report and Accounts
The movement in obligations during the year is as follows:
At the beginning of the year
Exchange differences
Current service costs
Past service costs and gains and losses on settlement
Interest costs
Remeasurements:
– Experience gain/(loss)
– (Loss) from changes in demographic assumptions
– (Loss) from changes in financial assumptions
Contributions by plan participants
Past service costs
Payments from plans - benefit payments
Disposal
At the end of the year
The movement in the fair value of plan assets during the year is as follows:
At the beginning of the year
Exchange differences
Interest income
Remeasurements:
- Return on plan assets excluding amounts included in interest income
Contributions by plan participants
Contributions paid by employer
Payments from plans:
- Benefit payments
- Settlements
Disposal
At the end of the year
S
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G
I
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O
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E
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A
I
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E
S
S
R
E
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I
E
W
g
O
V
E
R
N
A
N
C
E
F
i
n
a
n
c
i
a
l
S
t
a
t
e
m
e
n
t
s
2013
€'000
(430,736)
1,434
(5,128)
26,496
2012*
€'000
(448,447)
(1,757)
(4,317)
–
(16,193)
(23,589)
3,662
(633)
(591)
(1,558)
(15,714)
(119,488)
(1,959)
(256)
(3,129)
(435)
14,508
20,568
–
152,007
(424,519)
(430,736)
2013
€'000
332,603
(998)
12,776
11,139
1,959
16,176
2012*
€'000
400,022
1,281
21,675
21,542
3,129
20,575
(14,508)
(12,663)
(20,568)
–
–
(115,053)
346,484
332,603
The principal actuarial assumptions used are as follows:
Discount rate
Inflation rate
Future salary increases
Future pension increases**
2013
IRL
3.60%
2013
UK
4.40%
2.00% 2.35% - 3.35%
3.00%
4.10%
0.00% 2.40% - 3.05%
2012
IRL
3.80%
2012
UK
4.45%
2.00% 2.15% - 2.95%
3.00%
3.70%
0.50% 2.25% - 2.80%
**The future pension increases on the Irish pension schemes have been calculated on a weighted average basis.
Cumulative remeasurements:
Remeasurements for the year
Cumulative remeasurements
*As re-presented to reflect the adoption of IAS 19 (revised) - Employee Benefits
2013
€'000
2012
€'000
1,546
100,095
260,497
258,951
www.glanbia.com 165
Financial Statements
Plan assets are comprised as follows:
Equities
- Consumer
- Energy
- Financials
- Healthcare
- Industrials
- Information Technology
- Materials
- Telecommunication services
- Utilities
- Other
Corporate bonds
- Investment grade
- Non investment grade
- Cash
Government bonds and gilts
Property
- UK
- Ireland
- Europe
Cash
Investment funds
Other
2013
2012
Quoted
€’000
Unquoted
€’000
Total
€’000
Quoted
€’000
Unquoted
€’000
Total
€’000
%
6
3
6
3
4
3
2
1
1
1
7
1
1
23,332
8,799
21,559
8,846
13,272
9,398
7,277
3,856
2,827
1,225
24,832
2,569
2,399
22,933
8,851
20,059
7,843
12,105
6,419
9,279
4,351
3,780
–
–
–
–
–
–
–
–
–
–
1,507
20,713
13,564
640
–
–
–
–
107,929
30
96,589
717
3,025
9,244
–
89,050
850
717
3,025
9,244
4,815
89,050
1,513
0
1
3
1
25
1
–
–
–
5,505
–
690
693
2,888
9,395
–
83,467
1,332
23,332
8,799
21,559
8,846
13,272
9,398
7,277
3,856
2,827
–
–
–
–
–
–
–
–
–
–
1,225
–
–
–
–
24,832
2,569
2,399
107,929
–
–
–
4,815
–
663
%
7
3
6
2
4
2
3
1
1
0
6
4
0
22,933
8,851
20,059
7,843
12,105
6,419
9,279
4,351
3,780
1,507
20,713
13,564
640
96,589
29
693
2,888
9,395
5,505
0
1
3
2
83,467
2,022
25
1
Expected contributions to post-employment benefit plans for 2014 are €15.4 million. The weighted average duration of the defined benefit
obligation is 18 years.
242,373
104,111
346,484
100
233,321
99,282
332,603 100
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
2013
Irish
mortality
rates
24.5
27.3
2013
UK
mortality
rates
22.6
25.2
2012
Irish
mortality
rates
24.4
27.1
2012
UK
mortality
rates
22.3
25.0
The mortality assumptions imply the following life expectancies in years of an active member, aged 65, retiring now:
Male
Female
2013
Irish
mortality
rates
21.0
2013
UK
mortality
rates
21.3
2012
Irish
mortality
rates
20.9
2012
UK
mortality
rates
21.0
23.8
23.7
23.7
23.4
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Five year summary
At the end of the year
Fair value of plan assets
Present value of funded obligations
2013
€'000
2012
€'000
2011
€'000
2010
€'000
2009
€'000
346,484
332,603
400,022
389,351
349,245
(424,519)
(430,736)
(448,447)
(437,911)
(435,010)
Deficit
(78,035)
(98,133)
(48,425)
(48,560)
(85,765)
Experience adjustments on plan liabilities
3,662
(591)
2,248
8,442
5,366
Experience adjustments on plan assets
11,139
21,542
(16,732)
7,929
12,314
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 pension schemes, the estimated impact on the plan liabilities
resulting from changes to key actuarial assumptions, all other assumptions remaining constant.
2013
Assumption
Change in assumption
Impact on plan liabilities
Discount rate
Increase/decrease 0.25%
Decrease/increase by (€19.3m)/€19.5m
Price inflation
Increase/decrease 0.25%
Increase/decrease by €11.3m
Mortality
Increase/decrease by one year
Increase/decrease by €10.0m
2012
Assumption
Change in assumption
Impact on plan liabilities
Discount rate
Increase/decrease 0.25%
Decrease/increase by (€19.2m)/€19.1m
Price inflation
Increase/decrease 0.25%
Increase/decrease by €8.4m/(€8.6m)
Mortality
Increase/decrease by one year
Increase/decrease by €9.8m/(€10.1m)
Through its defined benefit pension schemes the Group is exposed to a number of risks, the most significant of which are detailed below:
Investment risk
The pension plans hold investment in asset classes such as equities, which have volatile market values and while these assets are expected
to provide higher returns than other asset classes over the long-term, the short-term volatility could cause an increase in the deficit at any
particular point in time.
Interest rate risk
The pension plans liabilities are assessed using market yields on high quality corporate bonds to discount the liabilities. As the pension plans
hold other assets such as equities the value of the assets and liabilities may not move in the same way.
Inflation risk
A significant proportion of the benefits under the plans are linked to inflation. Although the plans’ assets are expected to provide a good
hedge against inflation over the long term, movements over the short-term could lead to further deficits emerging.
Mortality risk
In the event that members live longer than assumed a further deficit will emerge in the Schemes.
www.glanbia.com 167
Financial Statements
29. Provisions for other liabilities and charges
At 29 December 2012
Provided for in the year
Utilised in the year
Exchange differences
Unwinding of discounts
Reclassification
Restructuring
€'000
note (a)
10,021
6,283
(2,984)
–
–
–
UK
pension
€'000
note (b)
18,555
–
(242)
(305)
118
–
Legal
claims
€'000
note (c)
4,951
1,222
–
(127)
–
–
Property &
lease
commitments
€'000
note (d)
Operational
€'000
note (e)
Total
€'000
1,559
7,677
42,763
132
(230)
(7)
100
–
686
(387)
(36)
–
8,323
(3,843)
(475)
218
(2,193)
(2,193)
At 04 January 2014
13,320
18,126
6,046
1,554
5,747
44,793
Non-current
Current
–
13,320
17,302
824
–
6,046
1,190
364
–
5,747
18,492
26,301
13,320
18,126
6,046
1,554
5,747
44,793
(a) The restructuring provision relates to the rationalisation programme that the Group is currently undertaking. The provision, which
relates mainly to termination payments is expected to be fully utilised during 2014. The amount provided in the year is recognised in
the income statement as an exceptional item.
(b) The UK pension provision relates to administration and certain costs associated with pension schemes attached to businesses
disposed of in prior years. This provision is expected to be fully utilised over the next 30 years.
(c) The legal claims provision relates to legal claims brought against the Group. The amounts provided for in the year are recognised in the
income statement. The balance at 04 January 2014 is expected to be utilised during 2014. In the opinion of the Directors, after
taking appropriate legal advice, the outcome of these legal claims is not expected to give rise to any significant loss beyond the
amounts provided for at 04 January 2014.
(d) The property and lease commitments provision relates to onerous leases in respect of three properties where the Group has a present
and future obligation to make lease payments. It is expected that €0.4 million will be utilised during 2014 and the balance will be fully
utilised over the next 4 years.
(e) In 2013 the Group reclassified €2.2 million of operational provisions to working capital as it was deemed to be a more appropriate
classification. It is expected that €6.0 million of this provision will be utilised during 2014. Due to the nature of these items, there is
some uncertainty around the amount and timing of payments.
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30. Capital grants
At the beginning of the year
Released to income statement
Released to income statement - exceptional items
Additions
Exchange differences
Disposal of subsidiary
At the end of the year
31. Trade and other payables
Trade payables
Amounts due to Joint Ventures & Associates
Amounts due to other related parties
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
Foreign exchange contracts – cash flow hedges
Commodity futures – cash flow hedges
Commodity futures – fair value hedges
Total
Non-current
Current
2013
€'000
2,636
(219)
–
57
(3)
–
2012
€'000
17,161
(1,278)
(532)
1,092
3
(13,810)
2,471
2,636
Notes
37
37
2013
Company
€'000
–
–
–
96,499
2013
Group
€'000
177,519
52,014
50
–
2012
Company
€'000
4
–
–
61,705
2012
Group
€'000
159,111
79,061
30
–
–
3,363
–
3,588
5,522
110,387
2,845
101,806
–
1,309
–
1,827
102,021
344,642
64,554
345,423
2013
Assets
€'000
–
19
86
2013
Liabilities
€'000
(13)
(24)
(43)
1,645
(1,645)
2012
Assets
€'000
661
9
42
745
2012
Liabilities
€'000
–
(16)
(177)
(745)
1,750
(1,725)
1,457
(938)
–
–
–
–
1,750
(1,725)
1,457
(938)
www.glanbia.com 169
Group
Bank guarantees amounting to €2.0 million
(2012: €2.4 million) are outstanding at 04
January 2014, 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.
Financial Statements
Non-hedging instruments
Non-hedging instruments refers to a
translation difference on a GBP/USD
currency swap with a notional amount of
GBP 20.0 million (2012: GBP 20.0 million).
Interest rate swaps
Gains and losses recognised in the hedging
reserve in other comprehensive income on
interest rate swaps entered into on behalf
of a joint venture at 04 January 2014 will
be recognised against the carrying value
of the investment in the joint venture until
repayment of the related bank borrowings.
Foreign exchange contracts
The notional principal amounts of the
outstanding foreign exchange contracts
at 04 January 2014 were €17.7 million
(2012: €2.2 million).
Gains and losses recognised in the
hedging reserve in other comprehensive
income on foreign exchange contracts at
04 January 2014 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, cheese, gas
and oil) futures, qualifying as cash flow
hedges and fair value hedges at 04 January
2014 were €1.4 million and €22.2 million
respectively (2012: €2.4 million and €48.3
million). Gains and losses recognised in the
hedging reserve in other comprehensive
income on these futures at 04 January 2014
will be released to the income statement at
various dates within one year from the
reporting date.
Net investment hedge
A portion of the Group’s US dollar
denominated borrowing amounting to USD
98.5 million (2012: USD 98.5 million) is
designated as a hedge of the net investment
in the Group’s US dollar net assets. The fair
value of the borrowing was €72.2 million
(2012: €74.7 million). The foreign exchange
gain of €2.5 million (2012: €1.4 million)
arising on translation of the borrowing into
euro at 04 January 2014 is recognised in
other comprehensive income.
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 and has determined that their value is not
significant. No adjustment has been made to
the Glanbia plc company balance sheet to
reflect the fair value of the financial guarantee
contracts issued in its name.
Call option
Glanbia Co-operative Society Limited has a
call option to acquire Glanbia plc’s 40%
interest in Glanbia Ingredients Ireland Limited
under an agreed valuation methodology for a
six year period from November 2012. The
Group is satisfied that there is no more than
a nominal value attached to this call option.
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 04 January 2014
and the Directors are of the opinion that no
losses will arise thereon. These subsidiaries
avail of the exemption from filing 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 amount of
the potential liability under the UK pension
guarantee is reducing annually by the
contributions paid into these schemes.
The Company treats the guarantee contracts
as a contingent liability until such time as
it becomes probable that the Company
will be required to make a payment under
the guarantee.
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34. Commitments
Capital commitments
Capital expenditure contracted for at the reporting date but not recognised in the Financial Statements is as follows:
Property, plant and equipment
2013
€'000
50,864
2012
€'000
38,361
Operating lease commitments – where the Group is the lessee
The Group leases various assets. Generally, operating leases are short-term with no purchase option. The future aggregate minimum lease
payments under non-cancellable operating leases are as follows:
2013
€'000
12,197
40,025
46,594
2012
€'000
10,813
34,661
37,350
98,816
82,824
Not later than 1 year
Later than 1 year and not later than 5 years
Later than 5 years
35. Cash generated from operations
(Loss)/profit before taxation - continuing operations
Development costs capitalised
Write-off of intangibles
Exceptional (gain)/loss - continuing operations
Share of results of Joint Ventures & Associates
Depreciation
Amortisation
Notes
15
7
Difference between pension charge and cash contributions
Loss/(profit) on disposal of property, plant and equipment
Finance income
Finance expense
Other Group companies - amounts written off
Non-cash movement on investments
Amortisation of government grants received
10
10
18
30
Cost of share based payments
22
4,568
2013
Company
€'000
(10,228)
2013
Group
€'000
176,004
2012
Company
€'000
43,554
(5,803)
76
–
–
(5,804)
12,349
–
–
–
–
–
–
–
–
–
–
1,338
(199)
(26,488)
27,203
21,011
4,568
(7,375)
206
(2,168)
25,110
–
–
–
(219)
–
–
–
3,209
–
–
–
–
–
–
–
2012
Group
€'000
150,195
(4,339)
3,996
(1,610)
(12,147)
25,012
19,864
3,209
(13,909)
(146)
(2,942)
23,370
–
–
(247)
Cash (absorbed by)/generated from continuing operations before
changes in working capital
(4,521)
206,321
59,112
190,306
Change in net working capital:
– (Increase) in inventory
– Decrease/(increase) in short term receivables
– Increase/(decrease) in short term liabilities
– (Decrease) in provisions
–
(40,516)
422
37,469
2,620
3,340
–
(8,272)
–
(625)
(1,668)
(16)
(54,341)
(93,078)
87,752
(5,920)
Cash generated from continuing operations
Cash generated from discontinued operations
33,370
163,493
56,803
124,719
7
–
–
–
4,098
Total cash generated from operating activities
33,370
163,493
56,803
128,817
www.glanbia.com 171
Financial Statements
36. Business combinations
On 17 January 2014, the Group acquired 100% of Nutramino Holding ApS (“Nutramino”). Nutramino is a leading Scandinavian sports
nutrition business with operations in Denmark, Sweden and Norway. The business is being acquired for total consideration of approximately
€25.5 million which includes a portion of consideration contingent on future earnings. The fair value of assets and liabilities arising from the
acquisition will be determined during 2014. Property, plant and equipment is estimated to be in the region of €2.2 million, working capital
€1.4 million and the balance primarily relates to intangible assets (including goodwill). Acquisition costs relating to Nutramino included in the
2013 Group income statement amounted to €0.5 million.
37. Related party transactions
The Group is controlled by Glanbia Co-operative Society Limited, which holds 41.3% 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 management1
Sales of services:
– Glanbia Co-operative Society Limited
– Associates
– Joint ventures
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 management1
Purchases of services:
– Glanbia Co-operative Society Limited
– Associates
– Joint ventures
– Subsidiaries
2013
Company
€'000
2013
Group
€'000
2012
Company
€'000
–
–
–
–
–
–
–
–
5,859
–
2,799
8,658
502
4,686
16,240
21,428
–
–
–
–
–
–
–
–
2013
Company
€'000
2013
Group
€'000
2012
Company
€'000
–
–
–
–
–
–
–
3,210
51,172
6,260
409
57,841
290
2,566
61
–
–
–
–
–
–
–
–
3,283
2012
Group
€'000
6,292
61,279
2,088
69,659
401
109
18,082
18,592
2012
Group
€'000
22,966
4,580
2,985
30,531
687
1,751
–
–
3,210
2,917
3,283
2,438
Purchases from related parties were carried out under normal commercial terms and conditions.
1
Purchases, sales and related year-end balances involving key management refer to trading balances with Directors who are engaged in farming activities.
No loans were made to key management during the year (2012: nil).
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(c) Year-end balances
Receivables from related parties:
– Glanbia Co-operative Society Limited
– Associates
– Joint ventures
– Key management¹
Payables to related parties:
– Associates
– Joint ventures
– Key management¹
– Subsidiaries
2013
Company
€'000
2013
Group
€'000
2012
Company
€'000
2012
Group
€'000
1,145
4,036
854
721
102
482
439
704
–
632
–
–
1,727
632
6,756
8,422
43,592
50
–
–
–
–
61,705
32,428
46,633
30
–
–
–
–
–
–
–
–
–
96,499
The receivables from related parties arise mainly from sale transactions and are due two months after the date of sale. The receivables are
unsecured in nature and only bear interest when receivables are due more than three months after the date of sale.
The payables to related parties arise mainly from purchase transactions and are payable one month after the date of purchase. The payables
bear no interest.
96,499
52,064
61,705
79,091
(d) Key management compensation2
Salaries and other short-term employee benefits
Post-employment benefits
Share based payments
Non-Executive Directors fees
2013
Company
€'000
–
–
–
812
2013
Group
€'000
3,381
444
1,701
812
2012
Company
€'000
–
–
–
815
2012
Group
€'000
3,315
428
2,916
815
812
6,338
815
7,474
1
2
Purchases, sales and related year-end balances involving key management refer to trading balances with Directors who are engaged in farming activities.
No loans were made to key management during the year (2012: nil).
Key management compensation includes Directors (Executive and Non-Executive) and members of the Group Operating Executive Committee, including
the Group Secretary.
www.glanbia.com 173
Financial Statements
(e) Loans to joint ventures and associates
Loans receivable
At the beginning of the year
Foreign exchange difference on opening balance
Loans advanced during the year
Loan payments received
At the end of the year
Interest on loans receivable
At the beginning of the year
Foreign exchange difference on opening balance
Interest charged
Interest received
At the end of the year
Total loans and interest receivable at the end of the year
2013
Company
€'000
2013
Group
€'000
2012
Company
€'000
2012
Group
€'000
–
–
–
–
–
–
–
–
–
–
–
16,735
(181)
350
(7,528)
9,376
125
(5)
572
(570)
122
9,498
–
–
–
–
–
–
–
–
–
–
–
13,475
(15)
3,275
–
16,735
106
1
596
(578)
125
16,860
The USD 10.0 million loan to Southwest Cheese Company, LLC was repaid on 16 December 2013. The GBP 6.25 million loan to Milk
Ventures (UK) Limited is due as GBP 4.8 million on 30 April 2014 and GBP 1.45 million on 3 October 2014. It is expected these loans will
roll over on the repayment dates. There is also a loan of €1.5 million to South East Port Services Limited, which is due as €0.75 million
payable on 31 October 2014 and 31 October 2015, subject to cash flows. During the year the Group advanced a loan for €0.35 million to
Malting Company of Ireland Limited which is repayable in 2043.
38. Events after the reporting period
There were no significant events, outside the ordinary course of business other than those described in note 36 - business combinations,
that affected the Group since 04 January 2014.
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39. Principal subsidiary and associated undertakings
(a) Subsidiaries
Incorporated and operating in
Principal place of business
Principal activities
Group interest %
Ireland
Glanbia Foods Ireland Limited
Kilkenny and
Citywest, Dublin 24
Consumer food products and general
trading
Glanbia Consumer Foods Limited
Glanbia Nutritionals (Ireland) Limited
Kilkenny
Kilkenny
Glanbia Nutritionals (Europe) Limited
Kilkenny
Chilled consumer foods
Nutritional products
Nutritional products
Glanbia Nutritionals (Research) Limited
Kilkenny
Research and development
Glanbia Feeds Limited
Glanbia Estates Limited
Avonmore Proteins Limited
Glanbia Financial Services
Glassonby
Waterford Foods plc
Enniscorthy, Co. Wexford and
Portlaoise, Co. Laois
Manufacture of animal feed products
Kilkenny
Kilkenny
Kilkenny
Kilkenny
Kilkenny
Property and land dealing
Financing
Financing
Financing
Holding company
Grassland Fertilisers (Kilkenny) Limited
Palmerstown, Co. Kilkenny
Fertilisers
D. Walsh & Sons Limited
Palmerstown, Co. Kilkenny
Grain and fertilisers
United States
Glanbia, Inc.
Delaware
Holding company
Glanbia Foods, Inc.
Twin Falls, Idaho
Milk products
Glanbia Performance Nutrition, Inc
Illinois, South Carolina, Florida
Sports nutrition products
Bio-Engineered Supplements and
Nutrition, Inc.
Boca Raton, Florida
Sports nutrition products
Glanbia Nutritionals (NA), Inc.
Carlsbad, California
Nutrient delivery systems
Glanbia Nutritionals, Inc.
Madison, Wisconsin
Nutritional products and distribution
Glanbia Ingredients, Inc.
Madison, Wisconsin
Dairy products distribution
Aseptic Solutions USA Ventures, LLC
Corona, California
Beverage manufacturer & co packer
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, England
Sports nutrition products
Glanbia Foods (NI) Limited
Portadown, Co. Armagh
Consumer food products
Glanbia Feedstuffs Limited
Victoria Square, Birmingham
Supply of animal feeds
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
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
www.glanbia.com 175
Financial Statements
Incorporated and operating in
Principal place of business
Principal activities
Group Interest %
Germany
Glanbia Nutritionals Deutschland GmbH
Orsingen-Nenzingen, Germany
Nutrient delivery systems
Netherlands
Glanbia Foods B.V.
Asia
Glanbia Nutritionals (Suzhou)
Company Limited
Moergestel, Netherlands
Holding company
Suzhou, China
Nutrient delivery systems
GN Life Science (Shanghai) Co. Limited
Shanghai, China
Nutrient ingredients
Glanbia Nutritionals Singapore Pte Limited
Singapore
Customer service office
100.00
100.00
100.00
100.00
100.00
(b) Associates and joint ventures
Incorporated and operating in
Ireland
Date to
which results
are included
Principal place of business
Principal activities
Group interest %
Co-operative Animal Health Limited *
31–Dec–12
Tullow, Co. Carlow
Agri chemicals
South Eastern Cattle Breeding
Society Limited *
31–Dec–12
Thurles, Co. Tipperary
Cattle breeding
Malting Company of Ireland Limited *
30–Sept–13
Togher, Cork
South East Port Services Limited *
04-Jan-14
Kilkenny
Glanbia Ingredients Ireland Limited *
04-Jan-14
Kilkenny
Malting
Port services
Milk products
United States
Southwest Cheese Company, LLC **
04-Jan-14
Clovis, New Mexico
Milk products
Britain and Northern Ireland
Glanbia Cheese Limited **
04-Jan-14
Magheralin and Llangefni
Cheese products
Milk Ventures (UK) Limited **
30–Nov–13
Stockport, England
Holding company
Nigeria
Nutricima Limited **
30–Nov–13
Nigeria
Evaporated and
powdered milk
50.00
57.00
50.00
49.00
40.00
50.00
51.00
50.00
50.00
Pursuant to section 16 of the Companies Act, 1986 a full list of subsidiaries, joint ventures 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
176
Glanbia plc 2013 Annual Report and Accounts
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:
Computershare Investor Services (Ireland) Limited, Heron House,
Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland.
Contact details: telephone number 01 247 5349 (within Ireland),
00353 1 247 5349 (outside Ireland), or by logging on to:
www.investorcentre.com/ie/contactus.
Information on shares
Share price data
Share price as at financial year end
Market capitalisation
Share price movements during the year:
– high
– low
2013
2012
€
11.05
€
8.24
3,267m 2,430m
11.41
8.09
8.24
4.68
The current share price of Glanbia plc ordinary shares can be
accessed at: http://www.glanbia.com/prices-delayed
Shareholder analysis
Share capital
The authorised share capital of the Company at 04 January 2014
was 306,000,000 ordinary shares at €0.06 each. The issued share
capital at 04 January 2014 was 295,645,684 ordinary shares of
€0.06 each.
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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 04 January 2014 and 11 March 2014 in accordance
with the requirements of Rule 7 of the Transparency Rules issued by
the Central Bank under section 22 of the Investment Funds,
Companies and Miscellaneous Provisions Act, 2006.
Shareholder
Glanbia
Co-operative Society
Limited
Capital Group
Companies, Inc
Shareholder
Glanbia
Co-operative Society
Limited
Capital Group
Companies, Inc
No. of ordinary
shares as at
04 January 2014
% of issued share
capital as at
04 January 2014
122,108,880
12,050,287
41.3%
4.1%
No. of ordinary
shares as at
11 March 2014
% of issued share
capital as at
11 March 2014
122,108,880
14,885,551
41.3%
5.03%
Employee share schemes
The Company operates a number of employee share schemes.
At 04 January 2014, 864,898 ordinary shares were held in an
employee benefit trusts for the purpose of the Group’s employee
share schemes. While 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 4.03 cents per share was paid in respect of
ordinary shares on 11 October 2013.
Subject to shareholders’ approval, a final dividend 5.97 cents per
share will be paid in respect of ordinary shares on 16 May 2014 to
shareholders on the register of members on 04 April 2014. 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, the payment will be in GBP. All other
payments will be in euro.
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 Registrar, 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.
www.glanbia.com 177
Financial Statements
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.
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.
Shareholders will continue to receive tax vouchers in respect of
dividend payments. The Company takes data security issues very
seriously. Bank account details supplied to the Company and
its Registrar will be used only for dividend distribution and the
information will not be used for any other purpose or supplied
to any third party.
www.glanbia.com
Shareholders may visit: www.glanbia.com/shareholder-centre
for up-to-date investor information. Electronic copies 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.
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
2014 AGM the record date is 5:00 pm on 11 May 2014 (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).
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 01 247 5349
(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, Ireland.
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 SRN and the
PIN can be found on the top of the form of proxy.
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.
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.
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.
Financial calendar
Announcement of final results for 2013
Ex-dividend date
Record date for dividend
Date for receipt of proxy forms
Record date for AGM
AGM
Dividend payment date
12 March 2014
02 April 2014
04 April 2014
11 May 2014
11 May 2014
13 May 2014
16 May 2014
AGM
The AGM will be held on 13 May 2014. The notice of meeting,
together with details of the business to be conducted at the meeting
is available on: www.glanbia.com/agm.
The voting results for the 2014 AGM, including proxy votes and
votes withheld will be available on our website shortly after the
meeting at the following address: www.glanbia.com/agm.
Conditions for participating in a meeting
Every shareholder, irrespective of how many Glanbia plc shares
they hold, has the right to attend, speak, ask questions and
vote at the AGM. Completion of a proxy form will not affect a
shareholder’s right to attend, speak, ask questions and/or vote
at the meeting in person.
How to exercise shareholders rights
Shareholders have several ways to exercise their right to vote:
n by attending the AGM in person;
n by appointing the Chairman or another person as a proxy to vote
on their behalf; or
n 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 2014 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 02 April 2014 (i.e.
42 days before the AGM).
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.
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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 2014
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
02 April 2014 (i.e. 42 days before the AGM) 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 2014 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.
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
2014 AGM, a shareholder may also submit a question in writing
by sending a letter and evidence of shareholding at least four
business days before the 2014 AGM (i.e. 08 May 2014) to the
Group Secretary, Glanbia plc, Glanbia House, Kilkenny, Ireland
or by email to ir@glanbia.ie /info@glanbia.ie.
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 the interim dividends 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.
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www.glanbia.com 179
Financial Statements
Contacts
Group Secretary and Registered Office
Michael Horan,
Glanbia plc,
Glanbia House,
Kilkenny,
Ireland.
Stockbrokers
Davy Stockbrokers,
49 Dawson Street,
Dublin 2,
Ireland.
(Joint Broker)
Jefferies Hoare Govett,
Vintners Place,
68 Upper Thames Street,
London EC4V 3BJ,
United Kingdom.
(Joint Broker)
Auditors
PricewaterhouseCoopers,
Ballycar House,
Newtown,
Waterford,
Ireland.
Solictors
Arthur Cox,
Earlsfort Centre,
Earlsfort Terrace,
Dublin 2,
Ireland.
Pinsent Masons,
3 Colmore Circus,
Birmingham B4 6BH,
United Kingdom.
Principal Bankers
Allied Irish Banks, plc
The Governor and Company of the Bank of Ireland
BNP Paribas S.A.
Barclays Bank Ireland plc
Citibank N.A.
Danske Bank A/S
Rabobank International
Ulster Bank Ireland Limited
Registrar
Computershare Investor Services (Ireland) Limited,
Heron House,
Corrig Road,
Sandyford Industrial Estate,
Dublin 18,
Ireland.
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NOTES
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www.glanbia.com 181
Financial Statements
NOTES
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NOTES
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www.glanbia.com 183
Financial Statements
NOTES
184
Glanbia plc 2013 Annual Report and Accounts
We are a global performance nutrition and
ingredients group with operations in 32
countries world-wide. We have leading market
positions in sports nutrition, cheese, dairy
ingredients, specialty non-dairy ingredients and
vitamin and mineral premixes. Our products are
sold or distributed in over 130 countries. While
Europe and the USA represent our biggest
markets, we are continuing to expand into
the Middle East, Africa, Asia Pacific and Latin
America. We employ 5,200 people globally and
our shares are listed on the Irish and London
Stock Exchanges (symbol: GLB)
Cautionary statement
The 2013 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.
This report is printed on Heaven 42,
an FSC™ Mix paper made from recycled
and managed forest. 51% certified pulp
(FSC / PEFC), 49% FSC - CW certified pulp.
Glanbia plc Annual Report 2013
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Glanbia plc
Glanbia House
Kilkenny
Ireland
Tel: +353 56 777 2200
Fax: +353 56 777 2222
www.glanbia.com