Globe International Limited
Annual Report 2014

Plain-text annual report

G l a n b i a p l c A n n u a l R e p o r t 2 0 1 4 We are Glanbia Annual report 2014 Glanbia plc is a leading performance nutrition and ingredients group. We employ over 5,800 people in 34 countries and our products are sold or distributed in over 130 countries. We have leading market positions in performance nutrition, cheese, dairy ingredients, specialty non-dairy ingredients and vitamin and mineral premixes. Our shares are listed on the Irish and London Stock Exchanges (symbol: GLB). Find out More at glanbia.com Additional information More content in the strategic report More content in governance More content in financial statements More content on our website Forward-Looking Statements The Company has made forward-looking statements in this Annual Report that are based on management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include, but are not limited to, information concerning the Company’s possible or assumed future results of operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, the effects of competition and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “project,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “should” or the negative of these terms or similar expressions. Forward- looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. You should not place undue reliance on any forward- looking statements. The risk factors included at pages 50 to 57 of this Annual Report could cause the Company’s results to differ materially from those expressed in forward-looking statements. There may be other risks and uncertainties that the Company is unable to predict at this time or that the Company currently does not expect to have a material adverse effect on its business. These forward-looking statements are made as of the date of this Annual Report. The Company expressly disclaims any obligation to update these forward-looking statements other than as required by law. The forward-looking statements in this Annual Report do not constitute reports or statements published in compliance with any of Regulations 4 to 9 and 26 of the Transparency (Directive 2004/109/EC) Regulations 2007. As an Irish incorporated company, the Strategic report does not constitute a Strategic Report for the purposes of the UK Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 and the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, and the Remuneration Committee Report does not constitute a Remuneration report for the purposes of the UK Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations. On the cover Ricardo Barbara Latin America Regional Director, Global Performance Nutrition Crystal bell Weigh Station Quality Operator, Global Performance Nutrition JOSEPH CHIANG Head of Procurement, Global Ingredients Customised Solutions Robert shortall Plant Manager, Glanbia Ingredients Ireland Patrick o’riordan Chief Science & Technology Officer, Glanbia plc Yvonne kerrigan Operations Manager, Dairy Ireland Consumer Products See page 44 for more about our people Directors’ report Strategic report Performance highlights and outlook Key performance indicators Group Chairman’s statement We are Glanbia Our markets Our business Where we operate Our business model What makes us different Our strategy Group Managing Director’s review Group Finance Director’s review Operations review Our people Risk management Governance Chairman’s introduction to governance Governance overview Board of Directors and senior management Audit Committee report Nomination and Governance Committee report Remuneration Committee report Statement of compliance Other statutory information Statement of Directors’ responsibilities Financial statements Independent Auditors’ report Group financial statements Company financial statements Notes to the financial statements Shareholders’ information Contacts 1 2 4 8 12 16 20 24 28 30 34 38 44 50 58 61 64 69 75 80 100 110 114 116 121 126 129 190 193 Performance highlights and outlook DOUBLE DIGIT GROWTH We achieved a fifth consecutive year of double digit growth in 2014 with a 10.1% increase in adjusted earnings per share, constant currency. Along with strong profit and cash flow growth, we also announced our fifth consecutive year of dividend increase, up 10%. The outlook is positive and we are guiding 9% to 11% growth in adjusted earnings per share, constant currency, for 2015. ADJUSTED EARNINGS PER SHARE KPI 61.16c +10.3% +10.1% Change Constant currency change REVENUE KPI Total Group1 EBITA2 KPI Total Group1 EBITA MARGIN KPI Total Group1 Change Constant currency change   €2.5bn   +6.6%   +6.4% €3.5bn +7.3% +6.9%   €208.6m   +11.1%   +11.1% €245.0m +8.1% +7.9% 8.2%   +30bps   +30bps 7.0% +10bps +10bps Operating cash flow KPI   €206.2m   +48.3%   See pages 34 to 43 for further information about our performance 1. Total Group includes Glanbia’s share of Joint Ventures & Associates 2. Earnings before interest, taxation and amortisation excluding exceptional items www.glanbia.com 1 Strategic report                                                                        Key performance indicators Measuring our performance We monitor our performance by measuring key performance indicators (KPIs) that we believe are important to our longer-term success. Performance against some of these KPIs is linked to the remuneration arrangements of our Executive Directors and senior executives. total group revenue Total Group EBITA €3.5bn €245m total group EBITA MARGIN 7.0% ADJUSTED EARNINGS PER SHARE1,2,3 61.16c 3.5 3.3 3.0 2.8 245 227 215 182 7.1 6.9 7.0 6.6 61.16 55.46 51.34 40.34 11 12 13 14 11 12 13 14 11 12 13 14 11 12 13 14 Definition Revenue of the wholly owned businesses and the Group’s share of Joint Ventures & Associates. Strategic relevance While movements in commodity dairy markets can influence revenue movements in a specific year, Total Group revenue growth, when viewed over a period of time, is an indicator of how Glanbia is succeeding in developing the Group through its ongoing investment and acquisition programme. Performance In 2014, Total Group revenue was €3.5 billion, a 6.9% increase on the previous year, constant currency. Definition Earnings before interest, taxation and amortisation (EBITA), excluding exceptional items, of the wholly owned businesses plus Glanbia’s share of EBITA of its Joint Ventures & Associates. Strategic relevance EBITA measures the profitability of the Group. The exclusion of intangible asset amortisation aids comparability between segments which have grown organically and those that have grown by acquisition. Performance Total Group EBITA was €245 million, up 7.9% over 2013, constant currency. Definition Total Group EBITA as a percentage of Total Group revenue. Strategic relevance Glanbia has four business segments with a range of EBITA margins. Long-term improvement in EBITA margin demonstrates how the Group’s strategy to focus on high growth, higher margin products and segments is being successfully implemented. Performance Total Group EBITA margin in 2014 was 7.0%, reflecting an 8.2% margin in the wholly owned businesses, up 30 basis points (bps) on 2013 and 3.7% in Joint Ventures & Associates, down 60bps on 2013. See page 80 for more about remuneration 1. Performance condition of Glanbia’s Long Term Incentive Plan 2. Performance condition of Glanbia’s Annual Incentive Plan for 2014 3. Performance condition of Glanbia’s Annual Incentive Plan from 2015 2 Glanbia plc 2014 Annual Report and Accounts Definition Adjusted earnings per share (EPS) is calculated as the net profit attributable to the equity holders of Glanbia plc, 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. Strategic relevance Adjusted EPS is an important measure of return on equity as it represents the underlying profit of the Group per equity share in issue. Performance Adjusted EPS was 61.16 cents, up 10.3% on 2013. This equates to an increase of 10.1%, constant currency, in line with market expectations and is the fifth consecutive year of double digit EPS growth. The compound annual growth rate in adjusted EPS from 2011 to 2014 was 14.9%. Operating Cash flow3 €206m NET DEBT: ADJUSTED EBITDA2 RETURN ON CAPITAL EMPLOYED1 Total shareholder return1 1.97times 13.4% 16.9% 206 2.12 1.97 1.72 1.66 14.1 14.2 13.4 12.8 139 123 112 400 300 200 100 11 12 13 14 11 12 13 14 11 12 13 14 11 12 13 14 Definition Earnings before interest, taxation, depreciation and amortisation (EBITDA) of the wholly owned businesses less business sustaining capital expenditure plus / minus working capital movements and excluding exceptional cash flows. EBITDA represents pre-exceptional EBITA of the wholly owned businesses plus depreciation. Strategic relevance Operating cash flow measures the cash generated from operations before interest and tax payments and before strategic capital expenditure. It is a measure of the ability of the Group to convert profits to cash, which is then available for strategic investments and dividend payments. Performance Operating cash flow for 2014 was €206.2 million, up €67.2 million on 2013. The increase resulted primarily from improvements in working capital performance. Definition Net debt to adjusted EBITDA is calculated as net debt at the end of the year divided by adjusted EBITDA. Adjusted EBITDA is calculated as EBITDA for the wholly owned businesses plus dividends received from Joint Ventures & Associates, and in the event of an acquisition in the year, includes pro-forma EBITDA as though the acquisition date had been at the beginning of the year. Strategic relevance Net debt to adjusted EBITDA measures the relationship between net debt and the Group’s cash flow and is a measure of the ability of the Group to repay its debt. Net debt / adjusted EBITDA is a financial covenant of the Group. Performance The Group achieved a year end net debt to adjusted EBITDA leverage ratio of 1.97 times (2013: 1.66 times) compared to the Group’s financial covenant of 3.5 times. Definition 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 sum of the Group’s total assets less current liabilities, excluding all borrowings, cash and deferred tax balances plus cumulative intangible asset amortisation. Strategic relevance ROCE is a measure of the return the Group achieves on its investment in organic capital expenditure projects, acquisitions and other strategic investments. Performance ROCE for 2014 was 13.4% compared to 14.2% in 2013. The decrease reflects the spend of €222 million on acquisitions and strategic capital expenditure during 2014, where returns will build over time. Glanbia STOXX Europe 600 F&B Index Definition Total Shareholder Return (TSR) represents the change in the capital value of Glanbia plc’s shares plus dividends reinvested. The change in capital value is the difference between the closing share price and the opening share price for the period, expressed as a percentage of the opening value. Strategic relevance TSR reflects the value delivered to shareholders arising from the ownership of Glanbia’s shares plus dividends reinvested. Relative TSR, compared to a specific peer group or market index, is an important measure of how successful the Group has been in terms of shareholder value creation, in comparison with its peers for the same time period. Performance Glanbia’s TSR in 2014 was 16.9% (2013: 35.4%). Four year TSR out performed the STOXX Europe 600 Food and Beverage Index by 197%. www.glanbia.com 3 Strategic report Group Chairman’s statement STRONG RESULTS AND A POSITIVE OUTLOOK “Our 2014 results were strong with continued double digit earnings growth. The outlook for 2015 is positive and the ambitious strategic targets we set ourselves to 2018 remain on track.” Liam Herlihy Group Chairman Dear Shareholder In my final letter as Group Chairman, I am delighted to report another year of significant progress for Glanbia plc. Despite some challenges in the external operating environment, Total Group revenue, including Joint Ventures & Associates, grew 7.3% to €3.5 billion (6.9% constant currency). Total Group EBITA increased 8.1% to €245.0 million (7.9% constant currency). Growth in adjusted earnings per share was 10.1%, constant currency. This is the fifth consecutive year of double digit earnings growth, which is an excellent achievement by any standard. Gaining global momentum Glanbia’s global business continued to expand in 2014. The Group now has a footprint in 34 countries, adding new countries through acquisitions and establishing further in-country offices. This gives us excellent reach into major developed and emerging markets, and the ability to foster and sustain strong relationships with our customers and consumers. Our two global growth platforms – Global Performance Nutrition and Global Ingredients – accounted for 91% of wholly owned EBITA and 77% of Total Group EBITA. Delivering shareholder value Total Shareholder Return (TSR) is a key performance indicator (KPI) for Glanbia as it reflects our key strategic objective of maximising returns to shareholders. Executive and senior management performance is also linked to TSR, aligning shareholder interests with the Glanbia long-term incentive plan. The share price rose 15.9% to end the year at €12.81. TSR for 2014 was 16.9%, following returns of 35.4% in 2013 and 80.6% in 2012. This three-year performance reflects the benefits of the Group’s growth strategy and focus on our global growth platforms. Board changes Key to board success, I believe, is ensuring that we have the right mix of Non-Executive Directors with a variety of experience and skills to constructively challenge and support the Executive team. In 2014, we welcomed Patrick Coveney and Dan O’Connor as new Non-Executive Directors. Brendan Hayes re-joined the Board as a Non-Executive Director, nominated by Glanbia Co-operative Society Limited. A number of Directors retired during the year and I would like to thank Jerry Liston, Non-Executive Director and John Callaghan, Senior Independent Director for their excellent contribution and commitment to Glanbia over the course of their tenure. I am pleased that Paul Haran has now taken on the role of Senior Independent Director. 4 Glanbia plc 2014 Annual Report and Accounts GOVERNANCE HIGHLIGHTS IN 2014 • Appointment of two new independent Non-Executive Directors on the recommendation of the Nomination and Governance Committee, which conducted a thorough evaluation for these appointments including engaging external advisors to assist the process; • Appointment of a new Senior Independent Director; • Board visits conducted to US Cheese, Ingredient Technologies and Global Performance Nutrition; • Attendance of the Group Chairman and new Senior Independent Director at the Global Performance Nutrition Capital Markets Day in the USA; • Three year remuneration policy review (2015 to 2017), review recommendations subject to shareholder approval at the AGM; and • Decision to appoint new auditors to the Group, effective for the 2016 audit, with the tender process to be completed by June 2015. See page 58 for more about governance Progressive dividend The Board is recommending a final dividend of 6.57 cents per share bringing the total dividend for 2014 to 11.0 cents per share, representing an increase of 10%. The Annual General Meeting (AGM) will be held on Tuesday, 12 May 2015 in the Lyrath Estate Hotel, Old Dublin Road, Kilkenny, Ireland. Subject to approval at the AGM, dividends will be paid on 15 May 2015 to shareholders on the register of members as of 7 April 2015. Irish withholding tax will be deducted at the standard rate where appropriate. Great people At the end of 2014 Glanbia employed over 5,800 people worldwide, an increase of 12% during the year. While two new acquisitions in Global Performance Nutrition accounted for much of the increase, we have also added Group capability in innovation, talent management and reputation. I would like to thank all our people for their continued hard work and commitment. They have maintained, throughout the year, a great operational performance and a strong health and safety track record. This enabled the Group to deliver high quality products and ingredients to our customers and consumers worldwide, driving our strong performance in 2014. Positive 2015 outlook At Glanbia, we have a unique portfolio in both the business-to- business (B2B) and business-to-consumer (B2C) arenas that creates distinctive competitive advantage. We are continuing to invest behind the business in developing our organisation and capabilities as well as infrastructure and facilities. The outlook for 2015 is positive and our full year 2015 guidance is 9% to 11% growth in adjusted earnings per share, constant currency. In addition, the ambitious strategic targets we set ourselves to 2018 remain on track. Farewell and thank you I am retiring from Glanbia at the 2015 AGM. In my time on the Board and as Chairman, the Group has been transformed from an Irish dairy business to a global player in performance nutrition and ingredients. While our strategy has certainly been core to our success, it is our people who are at the heart of the business. Glanbia has also been fortunate in having strong and visionary executive leadership and is today ably led by Siobhán Talbot. My Board colleagues too have always been a strong support, while offering at times good and necessary challenge. For all of this, I would like to say a personal thanks to everyone and wish the Group continued success into the future. Liam Herlihy Group Chairman www.glanbia.com 5 Strategic report 6 Our markets WE ARE PART OF A CHANGING WORLD Ricardo Barbara, Latin America Regional Director, Global Performance Nutrition, Brazil “ We have a global approach to growing our performance nutrition business with an in-market commercial presence in 23 countries. I am based in Brazil with responsibility for the Latin American region, which represents an exciting growth opportunity for us. Within my region, Brazil is a good example of how we select and develop international markets. Brazil is the seventh largest economy in the world, with a growing middle class. It has a large population of over 200 million people, with more than 50% of those under 35 years old. It has the second highest gym membership after the USA and a strong cultural appreciation of beauty. It is also a large and growing performance nutrition market. While there are always challenges in doing business in new regions, my role as an international business builder is to support the advancement of Glanbia’s Global Performance Nutrition brands to become the category leader in my region. This helps to deliver further growth and success in our international markets for Global Performance Nutrition.” 7 Our MARKETs The pace of change in food and nutrition is accelerating. Our portfolio of performance nutrition and ingredients is addressing the growth opportunities that are being driven by key consumer trends and the impact these are having on our industry. GLOBAL PERFORMANCE NUTRITION Glanbia has the largest global performance nutrition brand portfolio and a presence in 23 countries. We have five iconic brands and market over 80 products covering protein, pre-workout energy, muscle gainers and builders, and general health. The global performance nutrition market, at retail selling price, is approximately $10.1 billion1 with the USA accounting for 63%, and other international markets accounting for 37%. We estimate our global market share in terms of branded revenue is in the region of 12%. All regions continue to exhibit good growth, sustaining the positive momentum of recent years. There are stronger growth rates in the less mature markets, where per capita consumption of sports nutrition products continues to grow off a low base. Globally, powders are the single biggest sports nutrition format and are our core format offering. We are also continuing to broaden our range into Ready-to-Drink (RTD) beverages, bars and supplements. Energy is one of the fastest growing categories while protein is a gateway product into performance nutrition usage. Protein is the largest category with statistically four out of ten people striving to include more protein in their diets.2 See pages 38 and 39 for more information GLOBAL INGREDIENTS Nutrition is at the core of our Global Ingredients business, whether it’s in the form of 640lb blocks of natural cheese, our specialised value-added protein systems or micronutrient premixes. Nutrition has never been more relevant to the global market than it is today. The one-size-fits-all approach to nutrition that existed in the past is gone. Today lifestyle, culture, age, gender and location will all have an influence and nutrition is increasingly becoming tailored to the individual. This has resulted in significant changes in how consumers meet their nutritional requirements which has led to a proliferation of product formats and driven significant innovation across the food sector. As a large global provider of ingredient solutions, this provides huge opportunity for Global Ingredients. Our protein systems have transformed the bar and beverage categories over several years facilitating increased levels of protein, cleaner labels and greater product functionality. Our aim is ensure that we continue to leverage both our dairy and non-dairy capabilities to meet the ever evolving demands of our customers and end consumers across the globe. See pages 40 and 41 for more information 1. 2014 Euromonitor retail selling prices 2. NPD Group 8 Market megaTREND Consumer TREND   MARKET IMPACT   OUR OPPORTUNITIES HEALTH & WELLBEING • An ageing population in major western economies with a growing agenda of individual preventive health care, through personal ownership of health and wellness. This is in response to the growing cost of medical care and concerns over public health care systems; and • A growing focus on active and healthy lifestyles with a greater consumer awareness and understanding of the link between diet, exercise and health, across genders and generations. EASY, CONVENIENT & SIMPLE • Urbanisation and westernisation of diets, shifting consumption away from traditional mealtimes to new convenient formats for busy lifestyles. Food sustainability & security • A desire for natural, sustainable ingredients with clear and understandable information about what a food product contains, to address legitimate consumer concerns around product and ingredient safety and origin. CHANGING GLOBAL DEMOGRAPHICS • Global population growth and an expanding global economy which is driving the need for affordable nutrition; and • Global growth in the middle class with a greater disposable income seeking convenience, choice and access to premium products. SMART & CONNECTED CONSUMERS • Increased frequency of exercise in modern lifestyles and consumption of protein and energy supplements as consumers seek ways to improve their health and longevity. IMPROVED LIFESTYLE • Advances in nutrition science and food technology which are improving the nutrition density and quality of foods; and • Innovation in the area of food nutrition and healthier ingredients in processed foods. Increasing demand for Using nutrition to improve Market leaders supplements and natural prevention. underlying health and physical performance and reduce the requirement for medical intervention. Glanbia is the global leader in performance nutrition with three global and two market leading regional brands. Increasing use of snack-based meal replacements. Driving a broader range of Ready-to-Go food and beverage formats We have a growing range for convenient and of great tasting RTD and on-the-go consumption. Ready-To-Eat (RTE) products for active lifestyles. Customers and consumer demand for greater ingredient authenticity and traceability. Moving to clean labelling for maximum transparency and providing assurance to address multiple concerns as to the source, quality and treatment of food and ingredients. Sustainable quality We maintain industry leading standards in quality and safety throughout our operations and focus on good sustainability and environmental stewardship. Growth of multiple nutritional segments. Addressing consumer needs according to Increasing demand Our products are consumed different life-stage, gender by a wide-ranging demographic and performance demands, across multiple geographies. health issues, regional diets and regulatory frameworks. Increasing knowledge Tailoring nutrition to enhance Savvy consumers of the benefits of combining exercise and diet. the results to be gained from exercising, be it for intensive gym enthusiasts or casual athletes. Glanbia is a leader in sports nutrition education to create informed consumers and brand advocates about the benefits of our products. Demand for higher nutrient density in mainstream diet. Including more nutritious Ingredients and systems ingredients and new solutions formats in processed food Our products tap into the and beverages for healthier demands of those who are consumption. seeking improved health and lifestyle benefits through what they eat and drink.       Market megaTREND HEALTH & WELLBEING • An ageing population in major western economies with a growing agenda of individual preventive health care, through personal ownership of health and wellness. This is in response to the growing cost of medical care and concerns over public health care systems; and • A growing focus on active and healthy lifestyles with a greater consumer awareness and understanding of the link between diet, exercise and health, across genders and generations. EASY, CONVENIENT & SIMPLE • Urbanisation and westernisation of diets, shifting consumption away from traditional mealtimes to new convenient formats for busy lifestyles. Food sustainability & security • A desire for natural, sustainable ingredients with clear and understandable information about what a food product contains, to address legitimate consumer concerns around product and ingredient safety and origin. CHANGING GLOBAL DEMOGRAPHICS • Global population growth and an expanding global economy which is driving the need for affordable nutrition; and • Global growth in the middle class with a greater disposable income seeking convenience, choice and access to premium products. SMART & CONNECTED CONSUMERS • Increased frequency of exercise in modern lifestyles and consumption of protein and energy supplements as consumers seek ways to improve their health and longevity. IMPROVED LIFESTYLE • Advances in nutrition science and food technology which are improving the nutrition density and quality of foods; and • Innovation in the area of food nutrition and healthier ingredients in processed foods. Consumer TREND   MARKET IMPACT   OUR OPPORTUNITIES Increasing demand for supplements and natural prevention. Using nutrition to improve underlying health and physical performance and reduce the requirement for medical intervention. Market leaders Glanbia is the global leader in performance nutrition with three global and two market leading regional brands. Increasing use of snack-based meal replacements. Driving a broader range of food and beverage formats for convenient and on-the-go consumption. Ready-to-Go We have a growing range of great tasting RTD and Ready-To-Eat (RTE) products for active lifestyles. Customers and consumer demand for greater ingredient authenticity and traceability. Growth of multiple nutritional segments. Moving to clean labelling for maximum transparency and providing assurance to address multiple concerns as to the source, quality and treatment of food and ingredients. Sustainable quality We maintain industry leading standards in quality and safety throughout our operations and focus on good sustainability and environmental stewardship. Addressing consumer needs according to different life-stage, gender and performance demands, health issues, regional diets and regulatory frameworks. Increasing demand Our products are consumed by a wide-ranging demographic across multiple geographies. Increasing knowledge of the benefits of combining exercise and diet. Tailoring nutrition to enhance the results to be gained from exercising, be it for intensive gym enthusiasts or casual athletes. Savvy consumers Glanbia is a leader in sports nutrition education to create informed consumers and brand advocates about the benefits of our products. Demand for higher nutrient density in mainstream diet. Including more nutritious ingredients and new formats in processed food and beverages for healthier consumption. Ingredients and systems solutions Our products tap into the demands of those who are seeking improved health and lifestyle benefits through what they eat and drink. 9 Strategic report      10 Our business WE ARE A MARKET LEADER CRYSTAL BELL, WEIGH STATION QUALITY OPERATOR, GLOBAL PERFORMANCE NUTRITION, ILLINOIS, USA “ I work in the new 948 Global Performance Nutrition (GPN) plant in Aurora, Illinois. My job is to calibrate and weigh all the ingredients for the product we are producing at that time on the manufacturing line. 948 is a state-of- the-art, large scale manufacturing facility in terms of efficiency but more importantly in terms of hygiene and safety. 948 covers 600,000 square feet and when it is completed we will be able to produce up to 50 million pounds of performance nutrition powders each year. GPN has made a big investment in manufacturing and quality to guarantee the integrity of our products, so our consumers get the product quality and specification we promise and they deserve. This is a fast-paced workplace and I am lucky to get the opportunity to work across several areas of the plant. GPN products enable people to achieve wellbeing and athletic success. Equally Glanbia encourages its employees to achieve their goals and succeed in their careers. I am very proud to work here.” 11 Our business We have a strategic portfolio of businesses. We have two global growth platforms in Global Performance Nutrition and Global Ingredients. We have a strong heritage in Dairy Ireland and have key strategic long-term partnerships in our Joint Ventures & Associates. GLOBAL PERFORMANCE NUTRITION Leading global provider of branded performance nutrition products GLOBAL INGREDIENTS Leading manufacturer of American-style cheddar cheese Leading global provider of dairy and non-dairy nutritional solutions Leading global provider of micro-nutrient premixes DAIRY IRELAND #2 selling grocery brand in Ireland #1 Irish supplier of farm inputs JOINT VENTURES & ASSOCIATES #1 Irish dairy processor #1 mozzarella producer in Europe Leading manufacturer of American-style cheddar cheese 12 12 GLOBAL PERFORMANCE NUTRITION B2C global growth platform Global Performance Nutrition is a leading business-to- consumer (B2C) branded performance nutrition business. Our brand portfolio is comprised of Optimum Nutrition, BSN, Isopure, ABB and Nutramino, each with its own brand essence and consumer appeal. We produce the full range of performance nutrition products and we are the market leader in innovation and new product development. REVENUE   EBITA €746.2m   €89.2m EBITA MARGIN 12.0%   EMPLOYEES   1,442 See page 38 for more about Global Performance Nutrition GLOBAL INGREDIENTS B2B global growth platform Global Ingredients is comprised of three related business -to-business (B2B) operations. US Cheese is a large scale manufacturer and marketer of American-style cheddar cheese. Ingredient Technologies formulates and markets a range of dairy and non-dairy based nutritional ingredients. Customised Solutions blends vitamins, minerals and other nutrients to exact specifications for a range of food and beverage customers. REVENUE €1.2bn EBITA MARGIN 8.5% EBITA €100.4m EMPLOYEES 1,632 See page 40 for more about Global Ingredients Dairy Ireland Value-adding growth opportunities Dairy Ireland is comprised of two businesses. Consumer Products is a leading supplier of branded consumer products to the Irish market, including standard and fortified milks, cheese, butter and cream. Agribusiness supplies inputs to the Irish agri sector and is the leading purchaser and processor of grain in Ireland, and the leading manufacturer of branded animal feed. Revenue €616.7m EBITA €19.0m EBITA margin 3.1% Employees 1,183 See page 42 for more about Dairy Ireland JOINT VENTURES & ASSOCIATES Enables growth in Global Ingredients Our Joint Ventures & Associates comprise Southwest Cheese, a large scale manufacturer of cheese and whey, based in the USA; Glanbia Ingredients Ireland, a leading European dairy processor; Glanbia Cheese, a leading European mozzarella producer; and Nutricima, a Nigeria based branded consumer dairy products business. Our Joint Venture & Associate model offers the opportunity through dairy partnerships to support growth in Global Ingredients. 1. Glanbia’s share REVENUE1 EBITA1 €984.0m €36.4m EBITA MARGIN 3.7% EMPLOYEES 1,558 See page 43 for more about Joint Ventures & Associates 13 Strategic report                14 WHERE We OPERATE WE ARE A GLOBAL BUSINESS JOSEPH CHIANG, HEAD OF PROCUREMENT, GLOBAL INGREDIENTS CUSTOMISED SOLUTIONS, CHINA “ We are the number two global provider of high quality premix solutions and our customers are local and multinational manufacturers in the food, beverage and infant formula industries. Premixes are a dry or liquid custom blend of a wide array of nutritional ingredients and provide a food product with additional nutritional value. I manage the procurement function for Customised Solutions in China. With manufacturing plants in China, Germany and the USA, an effective procurement function is critical to the success of our business and provides the opportunity to differentiate ourselves from our competitors. Procurement plays an important role in building key strategic relationships to ensure a stable and consistent supply of the best quality, competitively priced raw materials. In my role, I have the opportunity to build and foster supplier relationships that will enable Glanbia to have a long-term sustainable supply.” 15 Where we operate We added two new countries to our global footprint in 2014, enhancing our ability to serve our customers and consumers and bringing our in-market presence in key international markets to 34 countries worldwide. Global Performance Nutrition Aurora, Illinois, USA Global Performance Nutrition has manufacturing operations in Aurora, Illinois, which produce a range of high quality performance nutrition powders. Canada USA Mexico Global ingredients Idaho, USA US Cheese and Ingredient Technologies have four production plants and two innovation services centres, located in the highly productive Idaho agricultural heartland. They are also responsible for distribution of the output of Southwest Cheese, a key strategic Joint Venture. 68 sales & technical locations in Brazil Uruguay €3.5bn 52% 34 countries total group revenue by destination (€m) 12% USA Ireland Rest of Europe Other Total 1,824 15% 746 524 428 3,522 21% 16 Joint ventures & Associates Glanbia Ingredients Ireland Belview, Kilkenny, Ireland Glanbia Ingredients Ireland will commission its new world-class dairy processing plant in the first quarter of 2015. Belview will process up to 19 million litres of milk per week, producing high-quality skim, whole and enriched milk powders and infant formula ingredients. Ireland Sweden Norway Russia UK/Europe Turkey Jordan UAE India Nigeria South Africa Key Global Performance Nutrition Global Ingredients Dairy Ireland Joint Ventures & Associates Production Sales & technical Innovation centre Group Headquarters South Korea China Japan Thailand Malaysia Vietnam Singapore Philippines Indonesia Australia Global ingredients Suzhou, China The Customised Solutions plant in China has achieved strong production growth in recent years and now exports quality premixes to over nine different countries in the region. It is part of a network of four plants serving global customers. New Zealand 17 Strategic report 18 Our business model WE ARE A LONG-TERM PARTNER ROBERT SHORTALL, PLANT MANAGER, GLANBIA INGREDIENTS IRELAND, BELVIEW, CO Kilkenny, IRELAND “ Glanbia Ingredients Ireland (GII) is Ireland’s largest dairy processor and is 60:40 owned by Glanbia Co-operative Society Limited and Glanbia plc respectively. I am the Plant Manager at the new GII Belview dairy processing facility, which will open officially in March 2015. Belview is the first investment of its kind in Ireland in over 80 years and is an important driver and enabler of milk expansion in the 2015 post-quota era in Europe. Belview will process in the region of 19 million litres of milk per week into a range of nutritional ingredients including specialised milk powders for infant formula and enriched milk powders for markets in Africa, Asia and Central America. My role as Plant Manager is to deliver plant performance in terms of throughput, quality and safety to ensure a sustainable outlet for the anticipated 65% increase in milk volumes by 2020. GII has two other large scale processing plants in Ireland. Glanbia has a strong track record in successful long-term partnerships and the relationship with GII is one of the cornerstones of its Joint Ventures & Associates business segment. We have complementary strengths and roles, which helps GII to create and sustain competitive advantage. Our success as long-term partners is built on our shared ambition for success.” 19 Our business model We create greater value from our pool of raw materials through collaborative long-term partnerships, customer focused innovation and investment in consumer facing brands in high growth markets; driving our portfolio towards added value, and more complex and higher margin products. OUR VALUE CHAIN BASE INGREDIENTS Leadership in global cheese and dairy ingredients Global Ingredients and key strategic Joint Ventures & Associates process large milk pools in Ireland, the UK and the USA. This gives us unique raw material supply chain sustainability and traceability, which is a key differentiator for leading global customers and their consumers. Our processing capability provides us with captive large scale whey volumes, a critical raw material for higher value specialty ingredients and in particular performance nutrition bars and powders for consumer brands. PRODUCTS • Cheese • Whey Protein Concentrate (34%) • Lactose • Milk powders, casein, butter SPECIALTY INGREDIENTS Strong innovation capabilities in nutritional ingredients We are at the forefront of the development of whey as an important protein ingredient in food and nutrition. Today, Glanbia is the leading global manufacturer, marketer and user of whey protein fractions and isolates. We have complemented our dairy ingredient expertise with a portfolio of non-dairy and other specialty ingredients, which gives us greater market reach and customer relevance. PRODUCTS • Whey Protein Isolate • Whey Protein Concentrate (80%) • Milk Protein Isolate • Milk Protein Concentrate • Dairy calcium and lactoferrin • Specialty milled grains OUR VALUE CHAIN IN ACTION 2014 EXPANSION OF NUTRITIONAL DAIRY POWDERS We have large scale and sustainable leadership in cheese and dairy ingredients. Since 1984 a quota system has restricted milk production in Ireland and elsewhere in the European Union. On 1 April 2015 this quota system is being abolished and Irish milk production is expected to rise by 65% by 2020. In anticipation of this and in line with the ambitions of our farmer suppliers, a key business relationship for the Group, GII is currently commissioning a €150 million greenfield dairy processing facility. The new facility will have the capacity to produce more than 100,000 tonnes of nutritional dairy powders per year for export to global markets, making it one of the largest and most technologically advanced plants of its kind in Europe. We have also approved a further investment of €35 million to produce added value ingredients for the infant formula market. EXPANSION OF WHEY PROTEIN and LACTOFERRIN CAPACITY Glanbia is one of the largest producers of whey-derived lactoferrin worldwide. Demand for lactoferrin continues to grow as an increased appreciation of lactoferrin’s clinically- based nutritional benefits means it is now incorporated into an ever broader range of foods, clinical nutrition, capsules and tablets. With this in mind and in keeping with Glanbia’s long-term strategic capital investment plan, Global Ingredients has commenced an $85 million expansion plan at its Idaho facilities focusing mainly on the increased production of higher end whey and lactoferrin. The facilities will be fully commissioned by the end of 2015. See page 43 for more about GII See page 40 for more about Global Ingredients 20 SOLUTIONS AND SYSTEMS Turn-key nutritional and functional innovation We combine a range of own and bought-in ingredients to form ingredient systems which can provide both nutritional and functional benefits to food. We also have the capacity to innovate and develop full turn-key ingredient solutions for our customers, independently or in collaboration, in key market segments including performance nutrition, beverages, breakfast cereals, infant formula and supplements. These are all higher growth market segments, which are being driven by changing global consumer trends and demographics. PRODUCTS • Dairy-based protein systems • Vitamin and mineral premix solutions • Specialty grain systems • Aseptic beverages CONSUMER BRANDS Focus on higher margin and higher growth markets Our global and regional brands are part of our leading performance nutrition brand family. These include products in protein, energy, performance and recovery together with general health supplements; available in multiple formats and channels in the USA and other international markets. We also have some of the leading Irish consumer food and agribusiness brands. While Global Performance Nutrition is our leading brand portfolio, our selective investment in growth opportunities in Dairy Ireland demonstrates that there is potential for moving up the value chain across the Group. PRODUCTS • Global: Optimum Nutrition, BSN and Isopure • Regional: ABB and Nutramino • Local: Avonmore and Gain BUILDING CAPABILITY IN ANCIENT GRAINS Our new grain facility in the USA produces MeadowPure® flaxseed ingredients as well as a portfolio of chia, quinoa and other ancient grains. Our plant is unrivalled in its processing capabilities and is underpinned by our unique patented sourcing, cleaning and milling process known as MeadowPure®. This, combined with our experience in the development of protein and other ingredient applications for the food sector, has allowed us to build a market leading position in the development of grain-based ingredient solutions for a range of food categories including beverages, bars and bakery. We recently opened an oat mill facility in Ireland to provide premium quality Irish oats. Our Irish oats are exported to the USA and mainland Europe under the Ingredient Technologies OatPure™ (gluten-free) brand. We are the only grain processor in the world that has complete end-to-end control of its gluten-free supply chain. INVESTING IN BRAND POWER We constantly seek to enhance our brand portfolio through acquisitions, investment, brand renovation and extension and new product development. In 2014, we acquired Nutramino and Isopure, leading performance nutrition businesses. We invested in new facilities in performance nutrition in the USA and we commissioned a new Ultra Heat Treated (UHT) facility in Ireland to export our leading Irish milk brand. We developed new global performance nutrition products as well as local products such as protein milk in Ireland. We renovated existing brand offerings such as the global launch of the N.O.-XPLODE™ supplement, which represents the beginning of a new era for the pre-workout category in performance nutrition. See page 42 for more about Dairy Ireland See page 38 for more about GPN 21 21 Strategic report 22 What makes us different WE ARE Market-LED AND technology driven PATRICK O’RIORDAN, CHIEF SCIENCE & TECHNOLOGY OFFICER, GLANBIA PLC, IRELAND “ Macro trends continue to shape the global market environment for food and nutrition. Consumer attitudes and behaviours towards food, nutrition and wellbeing are continuously evolving, emphasising the need for actionable insights and the continuous application of proven science and technology. This requires a strategic approach to innovation that’s collaborative, entrepreneurial, agile and continuous. Indeed, our market-led and technology- driven approach to innovation has enabled Glanbia to deliver an exciting array of ingredients, products and technology solutions in 2014. In Ingredient Technologies, we further expanded our protein systems portfolio including a range of high protein Greek yogurt smoothies. In US Cheese, our Innovation Centre in Idaho has allowed us to further strengthen our relationship and collaborative engagement with our key customers and has led to a number of new product launches during the year. In Global Performance Nutrition, renovation and innovation drives brand equity and continues to shape the sector by opening up new consumer benefit and growth opportunities. Examples include the strategic innovation of Optimum Nutrition (ON) Gold Standard Pre-Workout, addressing consumer needs for optimal energy, focus and endurance; and convenient RTD formats for products. In Ireland, we also successfully developed UHT milk for export markets.” 23 What makes us different We believe that the interface between science, technology and commercial innovation is exciting, dynamic and continuously evolving. It provides us with great opportunities to deliver and scale added value to our cheese, ingredient and branded product portfolios. Market insight and foresight Glanbia has a unique range of activities which span business- to-business (B2B) cheese and ingredients and business-to- consumer (B2C) performance nutrition brands. This gives us the ability to harness expansive market insight and foresight in developing our global growth platforms. It also enables us to create strong strategic and operational alignment to our customers’ strategy. And it helps us uncover emerging cheese, ingredient and branded product opportunities at the interface of macro trends in food, nutrition and wellbeing. Desirability, feasibility and viability A systematic approach to identifying true market need, ensuring excellent execution and the ability to sell at an attractive price, provides a strong strategic framework through which we evaluate our innovation investment decisions. This assists us in improving the overall likelihood of innovation success and drives return on investment in the area. Validated market desirability, technical or execution feasibility and financial viability are central to the success of any innovation we undertake. Co-create and co-develop innovation The deepest form of collaboration is to work directly with our customers to co-create and co-develop ingredient or product solutions. This fosters a new type of relationship built on trust, transparency and partnership. Increasingly, we are adopting a more ‘user-centred’ approach to innovation, a key aspect of which is early and rapid product prototyping. Making sure a prototype gets in front of customers or end users at a very early stage in development means it can be iterated and improved throughout development. In some cases a pilot can be launched in advance of a full new product rollout. This can provide competitive differentiation and improve the chances of commercial success. In 2013, we opened a new Cheese Innovation Centre in Twin Falls, Idaho and enhanced this capability with the acquisition and development of a more agile cheese manufacturing facility in Blackfoot, Idaho. This has facilitated co-creation and co-development with our customers through a user-centred approach to cheese product development. In 2014 this included our ‘Gamut of Gouda’ platform of innovative Gouda style cheese varieties including smoked, classic European, and aged Gouda. In our B2B activities this sharpens our focus on key market sectors and the cheese products and ingredients required to meet the portfolio needs and aspirations of our customers. In our B2C segment this enables us to streamline innovation activity leveraging our in-depth science, technology and application know-how in convenient formats and key channels. Innovation proficiency As a leading supplier of cheese and added-value nutritional ingredients, innovation has been at the core of our development for more than three decades. Ongoing shifts in the food, nutrition and wellbeing arenas have created a unique opportunity for a continuous innovation growth system that is market-led and technology-driven. A continuous system links innovation to our organic growth strategy through innovation portfolio planning and the delivery of multi-generation innovation pipelines. Innovation portfolio planning Innovation portfolio planning helps us to make clear strategic choices about innovation initiatives and how these address the growth aspirations of our business over the short, medium and longer term. Three kinds of strategic innovation initiatives shape our innovation portfolio planning: 1. Strategic renovations such as N.O.-XPLODETM and incremental innovations such as Avonmore Protein Milk help protect and improve the performance of our core businesses; 2. Opportunities to shape or reshape existing or adjacent sectors with initiatives to safeguard relevance and build new platforms of growth, such as ON Protein Energy or our Optisol 3000 range of functional ingredients; and 3. Creation of new strategic investment options that have the potential to become stepping stones to future growth. 24 ON Gold Standard Pre-Workout: Our ‘user-centred’ approach to product innovation The ‘pre-workout’ category continues to evolve. Consumers’ interest in a clean, more basic pre-workout offering continues to expand and fuel market growth. Recognising this opportunity, we leveraged a meaningful, user-centred approach to innovation that better addresses consumer wants and needs, drives stronger consumer loyalty to the ON Gold Standard franchise, and delivers a differentiated offering that grows the category. Desirability Viability Feasibility Desirability Core user Feasibility Technical Viability Business Best in class nutrition, performance, ingredient and taste expertise were combined to deliver a unique formula to meet and exceed our target users’ expectations. Furthermore, premium packaging that builds on Gold Standard’s distinctive brand assets drives stand-out and findability on shelf (and online), while reinforcing product quality. The value proposition of ON Gold Standard Pre-Workout is grounded in consumer need for superior quality and trust. Our ‘user-centred’ approach allowed us to combine actionable insights with industry-leading supply chain and commercial expertise to deliver a superior proposition that will meet the needs of our consumers, while driving incremental revenue and margin. User-centred innovation starts with unmet and emerging consumer needs. ON’s new Gold Standard Pre-Workout was born from the insight that many performance nutrition users shy away from the pre-workout category. Our pre-workout product was designed with Team ON athletes and users in mind to address the need for a clean label pre-workout product that delivers optimal energy, focus, endurance and taste at the best value. Key design elements of the brand drive differentiation and stand-out both on shelf and online, while also reinforcing ON Gold Standard brand equity. 25 Strategic report26 Our strategy We are one team Focused on growth SIOBHÁN TALBOT, GROUP MANAGING DIRECTOR, GLANBIA PLC, IRELAND “ There are over 5,800 people working in Glanbia and this year we are recognising the importance of our employees from around the Group, who represent the diversity and breadth of skills we have in the business. A core part of my leadership is about building a team of highly engaged people and making Glanbia a great place to build a career. In 2014, we launched a new employee engagement initiative called ‘Our Glanbia’. At its heart, ‘Our Glanbia’ is about developing a real connection with employees and between employees throughout Glanbia. On a broader basis it is about creating a renewed focus on both engagement and employee development across the Group. I have been with Glanbia for over 20 years and it has been like working in a number of different companies, such has been the change in the organisation. We are now in another phase of developing Glanbia, with a focus on building a truly global business with sustained growth and ambitious strategic objectives to meet. It is the talent of our people and their focus on executing our strategy that will deliver on our promise of global momentum.” 27 Our strategy Our vision is to be the leading global performance nutrition and ingredients group and our strategic objective is to maximise total returns to shareholders, while also maintaining a strong position on key sustainability issues. 2014 TO 2018 STRATEGIC TARGETS We have defined a clear set of strategic priorities and targets in order to achieve our 2018 ambitions. To support this, we need to ensure that we continue to develop world-class strategic capabilities and assets to harness Glanbia’s global growth potential. Our 2014 to 2018 strategic targets are: • To maintain organic growth each year of 8% to 10%, constant currency; and • To achieve a return on capital employed in excess of 12%, post tax, by year three of an investment. We have the potential to deliver higher levels of growth with acquisitions and partnerships that add further scale to our current portfolio. KEY PERFORMANCE INDICATORS We monitor our long-term progress by measuring growth or improvement in eight key performance indicators (KPI). These KPIs have been identified by the Board as the most relevant to delivering the Group’s strategy and objectives. See page 2 for more about KPIs SUSTAINABILITY We seek to maintain a strong position on key sustainability issues in our sector including food safety and quality, the environment, regulatory compliance and nutritional innovation. See pages 41 to 43 for more about sustainability Priority ONE SUSTAIN CURRENT AND DRIVE FURTHER MARKET LEADERSHIP IN OUR B2B AND B2C GROWTH PLATFORMS STRATEGIC OBJECTIVE To maximise total returns to shareholders Priority FOUR DEVELOP TALENT, CULTURE AND VALUES IN LINE WITH OUR GROWING GLOBAL SCALE Priority TWO ACQUIRE OR PARTNER WITH COMPLEMENTARY BUSINESSES TO GROW OUR CURRENT PORTFOLIO Priority THREE DELIVER OUR STRATEGIC CAPITAL INVESTMENT PROGRAMME Find out more online at glanbia.com/about-us/strategy 28 2014 ACHIEVEMENTS 2015 FOCUS AREAS STRATEGIC capabilities • Consolidated our position as the leading Global Performance Nutrition business with double digit revenue growth; and • Maintained our leadership positions in American-style cheddar cheese and whey-based nutritional solutions in Global Ingredients. • Deliver branded revenue growth ahead of the market in Global Performance Nutrition; and • Develop growth opportunities with a goal of revenue growth and margin expansion in Global Ingredients. • Acquired Isopure, a US • Continue to develop an based provider of premium branded performance nutrition products, for €121 million in September; and • Acquired Nutramino, a leading Scandinavian performance nutrition business, in January for a consideration of €21 million plus €7 million additional earnout. acquisition pipeline to grow our portfolio across the performance nutrition and ingredients sector; and • Continue to pursue long-term partnership opportunities in the area of large scale milk processing to grow our Global Ingredients business. • Strategic capital expenditure programme of €73 million: – US production expansion in Global Performance Nutrition; – Investment in Whey Protein Isolate and lactoferrin capacity expansion in Global Ingredients; and – New UHT milk facility in Consumer Products in Ireland. • Launched the ‘Our Glanbia’ programme to enhance employee engagement across the Group; • Completed a Group-wide ‘Our Glanbia’ week; and • Created strong goodwill and energy throughout Glanbia around greater employee engagement. • Strategic capital expenditure of approximately €90 million; • Commission the Idaho-based dairy expansion in Global Ingredients; • Complete further phase of investment in Global Performance Nutrition production facilities; and • Commission new dairy facility in Ireland. • Complete our global employee engagement survey; • Launch Group-wide global intranet; • Develop the ‘Our Glanbia’ programme at a local and global level; and • Reform ‘Purpose, Vision and Values’ at overall Group level. GLOBAL talent management As a global business, excellence in human resources and talent management is key to the Group’s future success and this is a particular area of focus to 2018. PORTFOLIO MANAGEMENT Glanbia has a strong track record of efficient capital allocation and portfolio management. Our ability to use a variety of structures including joint ventures is critical to sustainable long-term growth both organically and by acquisition. BRAND POWER Global Performance Nutrition is the foremost global performance nutrition brand portfolio with an unrivalled product offering and key channel and category leadership. As an ingredient supplier in the B2B arena, the Glanbia brand stands for quality, integrity, innovation and sustainability. MARKET LEADERSHIP Glanbia is a market leader in performance nutrition, cheese, dairy ingredients, specialty non-dairy ingredients and vitamin and mineral premixes. The Group is focused on maximising its current strategic positions and driving to leadership positions in other markets. OPERATIONAL EXCELLENCE Operational excellence enables us to manufacture products that meet customer and consumer food safety and high-quality standards. It also enables us to run large scale, efficient facilities with full regulatory compliance and good environmental stewardship. SCIENCE-BACKED INNOVATION Innovation contributes to our customers’ growth and our own growth. We focus on market-led and technology-driven innovation, to move up the ingredients value chain and deliver well researched patented or branded products. STRONG CUSTOMER RELATIONSHIPS Customer and consumer insights are key to maintaining and growing strong and enduring relationships. In B2B, we seek to grow the potential of these relationships further and in B2C our objective is to continue to grow global branded revenue. 29 Strategic report Group Managing Director’s review WELL POSITIONED TO DELIVER OUR STRATEGY “We made good progress in our strategic priorities in 2014, building on our track record of delivery. This puts us in a strong position for further growth in 2015 and beyond.” Siobhán Talbot Group Managing Director 2014 STRATEGIC HIGHLIGHTS • Delivery of 2014 adjusted earnings per share and return on capital employed targets; • Successful execution and integration of the Isopure and Nutramino acquisitions in our performance nutrition brand portfolio; • Approval and commencement of significant organic capital investment programme within Global Ingredients, which will add value to our existing whey stream in the USA; • Delivery of the Total Group capital investment programme, on time and on budget, which includes a significant Associate investment in new dairy processing facilities in Ireland; • Strong innovation execution with an exciting array of ingredients, products and technology solutions developed; and • Launch of major employee engagement initiatives. See page 28 for more about our strategy See pages 38 to 49 for more about our operations and our people HOW DID GLANBIA PERFORM IN 2014? We had a good year overall. We made strong progress in delivering our strategic priorities and this enabled us to achieve our earnings per share (EPS) and return on capital employed targets. Adjusted EPS was up 10.1%, constant currency, just ahead of our target range of 8% to 10%. Return on capital employed was 13.4%, well ahead of our target of achieving in excess of 12%. These are the strategic financial targets we set ourselves and outlined last year as part of our five year strategic ambitions to drive global growth in our business. As the Group Chairman has outlined, in 2014 we achieved good revenue and EBITA growth. Total Group EBITA margin grew 10 basis points to 7.0%, with a stronger performance in our wholly-owned businesses where EBITA margin grew 30 basis points to 8.2%. WHAT WAS THE MAIN DRIVER OF RESULTS? Global Performance Nutrition (GPN) was the key driver of results for the Group. GPN had a strong performance and revenue in this business segment grew 13.5%, constant currency. EBITA margin expanded 120 basis points delivering a 26.0% increase in EBITA, constant currency. There was some market elasticity in response to price increases implemented in the second quarter of 2014. However our sustained investment in our brands allied with the strength of our global approach delivered branded revenue growth, which is a core strategic priority for this business, of 11.1% (excluding acquisitions) for the full year. We were also pleased with the margin progression in GPN, reflecting in part the major investment we have made in manufacturing facilities which is now beginning to deliver cost efficiencies. 30 Glanbia plc 2014 Annual Report and Accounts Thank you to Liam Herlihy In October 2014, Liam Herlihy, our Group Chairman, announced his intention to retire at the AGM in May 2015. Liam joined the Board of Glanbia in 1997, became a Vice-Chairman four years later and was appointed Group Chairman in 2008. During his tenure Glanbia plc has been transformed and Liam’s depth of experience and knowledge of the Group has provided strong and focused Board leadership. Key international highlights include the development of the Global Performance Nutrition business and the major growth in the Group’s global platforms, which now represent over 77% of Total Group EBITA. In Ireland, Liam was pivotal in the formation of Glanbia Ingredients Ireland in 2012, unlocking significant value for all stakeholders and enabling the expansion of dairy processing. Liam has made an enormous contribution to Glanbia overall and on behalf of myself and the Board I would like to thank him sincerely and to wish him and his family the very best for the future. ARE THERE ANY OTHER MAJOR PROJECTS ON THE HORIZON? We have a significant annual strategic capital investment programme, which amounted to over €230 million in the last three years, and we have a further €90 million planned in 2015. The main focus of this investment is the second phase of the new manufacturing facilities in GPN bringing the total cost to $75 million and the completion and commissioning of the $85 million capacity expansion in Global Ingredients. We are also very pleased with the progress of the new dairy facility in the Glanbia Ingredients Ireland business, which is our 40:60 partnership with Glanbia Co-operative Society Limited. Located in Belview, Co Kilkenny, this €150 million plant will be officially opened in March 2015, on time and on budget. With a milk quota regime in existence in the EU since 1984, the post quota era from April 2015 represents a significant strategic opportunity for the Irish dairy industry. As a measure of our confidence, we announced a further investment of €35 million to further enhance the new site and to produce added value ingredients for the infant formula market. HOW DID GLOBAL Ingredients PERFORM? Along with GPN, Global Ingredients is a global growth platform for the Group. This business segment had a satisfactory performance for the year, although results were marginally behind 2013. While revenue in Global Ingredients grew 9.3%, constant currency, EBITA declined 1.4%, constant currency, and EBITA margin dropped 100 basis points to 8.5%. It was a difficult operating environment during the year and this resulted in lower volumes and higher milk input costs in our US Cheese and Ingredient Technologies businesses. The teams responded well to these challenges and our ongoing focus on adding value to our portfolio and ruthless attention to costs minimised the negative consequences of the challenging external conditions. Customised Solutions, which is the third business unit in Global Ingredients, delivered a good performance in the year with revenue and margin growth. DID DAIRY IRELAND RECOVER AS EXPECTED? Yes, I am pleased to say that as planned, Dairy Ireland delivered an improved performance in 2014, compared with a weak 2013. Despite a difficult market environment for a number of years, we have continued to invest in this business segment to ensure the long-term viability of Consumer Products and Agribusiness. This strategy delivered in 2014 as the improved performance was mainly as a result of benefits achieved from cost and reorganisation initiatives introduced in recent years. EBITA increased 25.8% with an 80 basis point increase in EBITA margin, despite a 5.4% decline in revenue. WHAT ABOUT STRATEGIC JOINT VENTURES IN 2014? Joint Ventures & Associates’ performance declined due largely to a deterioration in dairy markets in the second half of the year which impacted EBITA and EBITA margin, down 7.6% and 60 basis points respectively, constant currency. The business models that we operate with our Joint Venture & Associate partners continue to operate well and we remain ambitious for the future development of these businesses. WHAT STRATEGIC PROGRESS DID YOU MAKE IN 2014? Glanbia’s total investment in capital expenditure was €116 million in 2014 of which €73 million was strategic investment, reflecting our ongoing focus on the organic growth potential of the business. The key projects undertaken in 2014 include the commissioning of a new production facility in Global Performance Nutrition in the USA, significant investment in high end whey processing also in the USA in Global Ingredients and completion of a plant in Dairy Ireland to produce long-life milk for export markets. We also completed two exciting acquisitions during the year for a total cost of €149 million. Nutramino Holding ApS (“Nutramino”) is a leading Scandinavian sports nutrition business with operations in Denmark, Sweden and Norway, and The Isopure Company, LLC (“Isopure”) is a US based provider of premium branded sports nutrition products. These are great brand additions to our Global Performance Nutrition brand family and we now have five iconic brands – three global in ON, BSN and Isopure and two regional in Nutramino and ABB. www.glanbia.com 31 Strategic report Group Managing Director’s review continued HOW ARE MARKET CONTEXT AND TRENDS SHAPING YOUR BUSINESS? As a global business we constantly monitor currency and commodity movements. Like many businesses today relative currency movements, particularly the US dollar, are of particular note. While a stronger US dollar is positive from the context of our reported results, we are conscious of the potential impact that a stronger US dollar can have on the purchasing power of consumers for our performance nutrition products in certain international markets. In addition, while in recent years we have increasingly de-risked our overall performance from movements in global dairy markets, we remain very aware of the potential impact of relative prices in dairy commodities and the management of the margin dynamics across our businesses. These shorter-term management issues are more than offset by the longer-term positive market trends in food and nutrition, which underpin the growth potential of our two global growth platforms and our strategic priorities as a business. WHY IS INNOVATION IMPORTANT IN THE SECTOR? Innovation is a key growth agenda in the food industry. The ultimate challenge and opportunity for Glanbia is to ensure that our innovation is market insight-led and technology driven. Consumer trends continuously evolve and it is crucial that as an organisation we remain responsive to the needs of our customers and ultimately our consumers. We also believe there is a real opportunity to enhance the partnerships we have with key customers to identify how we can jointly best address and respond to consumer trends. In 2014, we delivered a number of key product innovations and renovations and we are aiming to take the innovation agenda in Glanbia to the next level as part of our 2014 to 2018 strategic plan. WHERE ARE YOUR GROWTH OPPORTUNITIES? The growth profile of Glanbia will continue to be a blend of organic growth through innovation and strategic capital investment and growth through the execution of ‘step-out’ development opportunities. These ‘step-out’ opportunities will either be significant expansions of our geographic footprint or strategic acquisitions or alliances that add to our portfolio. We have an active acquisition and development pipeline and our main focus is to enhance our brand portfolio in Global Performance Nutrition and the capabilities and assets of Global Ingredients. We also remain open to and will continue to evaluate strategic partnerships or alliances. We currently have debt capacity of approximately €250 million and we could seek to increase this by way of additional equity for the right strategic growth opportunity, something we believe would receive good support from our Board and shareholders. WHAT IS THE OUTLOOK LIKE FOR 2015? In terms of our operations, we believe that the prospects are positive for Global Performance Nutrition for 2015. While we are trailing very strong prior year revenue growth for the first half, we aim to continue to deliver growth in branded revenue ahead of the market for the full year in 2015. We are targeting an improved performance for Global Ingredients in 2015 as some of the external dynamics that shaped its performance in 2014 have improved. We expect continued earnings progression in Dairy Ireland with a focus on margin management and cost containment. Joint Ventures & Associates are expected to deliver a performance broadly in line with 2014 as dairy market conditions stabilise. total group revenue total group ebita total group ebita 15% 28% 18% €3.5bn 21% 33% 8% 15% 8% €245m €245m 41% Global Performance Nutrition 41% Global Ingredients 36% 36% total group employees 27% 25% 5,815 20% 28% Global Performance Nutrition Global Performance Nutrition Dairy Ireland Global Performance Nutrition Global Ingredients Dairy Ireland Global Ingredients Joint Ventures & Associates Global Ingredients Dairy Ireland Dairy Ireland Joint Ventures & Associates Joint Ventures & Associates Joint Ventures & Associates 32 Glanbia plc 2014 Annual Report and Accounts  WHAT ARE THE LONGER-TERM PROSPECTS FOR THE BUSINESS? Last year we stated a five year ambition to 2018 to deliver organic growth in adjusted earnings per share of between 8% and 10%, constant currency, with an overall return on capital employed target in excess of 12%. We delivered well against these targets in 2014 and we are restating our ambition to continue this annual rate of growth and return on capital employed for the next four years to 2018. Overall, I believe our broad portfolio and global footprint means Glanbia is well placed to take advantage of the growth opportunities presented by the macro trends that continue to shape the global market environment for food and nutrition. WHAT ARE YOUR PERSONAL PRIORITIES FOR GLANBIA? Last year, which was my first year as Group Managing Director, I said that one of my personal goals was to put a renewed focus and energy around employee engagement and development during my tenure. In the second quarter, I and some of the Executive team did a Group-wide roadshow. This was to meet as many employees as possible, to get their perspective on Glanbia and to generate commitment for our ambitious growth plans. This created some wonderful goodwill and momentum around greater employee engagement, which we have called ‘Our Glanbia’. Sustained employee engagement is a long-term commitment for the business. We also have some critical initiatives underway. These include a ‘Purpose, Vision and Values’ project, a Group-wide employee survey and the phased launch of a Group-wide intranet. Over 5,800 people work in Glanbia in 34 countries. I would like to thank them all, new recruits and old hands, for their work in 2014. It has meant that Glanbia delivered another strong set of results and positions us very well for further growth and delivery of our strategic objectives for the years ahead. Our people and their contribution and commitment drive our success as a business. Siobhán Talbot Group Managing Director ‘OUR Glanbia’ ‘Our Glanbia’ is the name of the Group’s new employee engagement initiative launched in 2014, the objective of which is to give employees a real opportunity to engage locally with their business unit and with the wider global business. See page 44 for more about our people www.glanbia.com 33 Strategic report Group Finance Director’s review STRONG Profit AND CASH FLOW GROWTH Glanbia had a good financial performance in 2014. Our results were strong with increases in revenue, EBITA and EBITA margin, continuing the positive growth trend of recent years. This performance enabled us to achieve our core strategic financial targets with 10.1% growth in adjusted EPS, constant currency, and 13.4% return on capital employed. We also performed well in the other KPIs used to measure the longer-term financial health of the business. Along with our good financial results we announced a 10% increase in our dividend. INCOME STATEMENT Wholly owned revenue increased 6.4% (6.6% reported) to €2.5 billion (2013: €2.4 billion). EBITA grew by 11.1% (11.1% reported) to €208.6 million (2013: €187.7 million). EBITA margin increased by 30 basis points to 8.2%. Net financing costs decreased by €2.7 million to €20.3 million (2013: €23.0 million), the interest reduction arising from the repayment of €39 million cumulative redeemable preference shares during the year and capitalisation of interest related to our capital expenditure programme. The Group’s average interest rate for the period was 4.4% (2013: 5.1%). Glanbia operates a policy of fixing a significant amount of its interest exposure, with 70% of projected 2015 debt currently contracted at fixed rates for 2015. The 2014 pre-exceptional tax charge increased by €3.6 million to €28.3 million (2013: €24.7 million). This represents an effective rate, excluding Joint Ventures & Associates, of 17.0% (2013: 17.2%). The Group’s share of results of Joint Ventures & Associates decreased by €2.8 million to €23.7 million (2013: €26.5 million). Share of results of Joint Ventures & Associates is an after tax and interest amount. We had a somewhat varied performance across our business segments. The main contributor to Group results was Global Performance Nutrition, which delivered a very good set of results with strong increases in EBITA and EBITA margin. Global Ingredients and Joint Ventures & Associates were impacted by external market dynamics during the year. Dairy Ireland improved as expected from a low point in 2013, mainly as a result of business reorganisation and cost efficiency measures. “In 2014, we delivered strong profit and cash flow growth and continued to drive future growth through acquisitions and strategic capital expenditure.” Mark Garvey Group Finance Director 2014 Financial Highlights • Revenue growth from wholly owned segments of 6.4%, constant currency; • EBITA margin of 8.2% for wholly owned segments; • Adjusted EPS growth of 10.1%, constant currency, just ahead of market guidance; • Return on capital employed of 13.4%, compared to 14.2% in 2013; • Operating cash flow of €206 million, up from €139 million in 2013; • €222 million spent on acquisitions and strategic capital expenditure; • Year-end net debt of €510 million and net debt to adjusted EBITDA just under two times; and • Total shareholder return of 16.9%, outperforming relevant stock market indices. 34 Glanbia plc 2014 Annual Report and Accounts 2014 results summary pre exceptional €m Revenue EBITDA Depreciation EBITA EBITA margin - Amortisation of intangible assets - Net finance costs - Share of results of Joint Ventures & Associates - Income tax Profit for the year 2014 2,538.3 240.6 (32.0) 208.6 8.2% (22.5) (20.3) 23.7 (28.3) 161.2 Segmental analysis €m Global Performance Nutrition Global Ingredients Dairy Ireland Total wholly-owned businesses Joint Ventures & Associates1 Total Group Revenue 746.2 1,175.4 616.7 2,538.3 984.0 3,522.3 2014   EBITA 89.2 100.4 19.0 208.6 36.4 245.0 EBITA margin 12.0% 8.5% 3.1% 8.2% 3.7% 7.0% 2013 2,382.1 214.6 (26.9) 187.7 7.9% (21.0) (23.0) 26.5 (24.7) 145.5 Revenue 655.3 1,074.6 652.2 2,382.1 900.5 3,282.6 Change +6.6% Constant currency change +6.4% +11.1% +11.1% 2013   EBITA 70.6 102.0 15.1 187.7 39.0 226.7 EBITA margin 10.8% 9.5% 2.3% 7.9% 4.3% 6.9% 2014 Joint Ventures & Associates – Reconciliation of EBITA to share of results €m EBITA of Joint Ventures & Associates1 Amortisation Finance costs Income tax Share of results as reported in the Income Statement 36.4 (0.4) (5.3) (7.0) 23.7 39.0 (0.3) (4.2) (8.0) 26.5 2013 ADJUSTED EARNINGS PER SHARE Total adjusted earnings per share grew 10.1% (10.3% reported), driven by growth in EBITA. 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. 1. Glanbia’s share Investor Relations During 2014 we continued to build upon our engagement with investors. Our research coverage has grown to nine institutions, up from seven in 2013. For the first time we were invited to the Consumer Analysts Group of Europe conference in London. We also attended other leading investment bank conferences and roadshows in the USA and Europe. We presented bi-annual updates to the Council and Regional Committees of Glanbia Co-operative Society Limited, our largest shareholder, and we also presented at over ten capital markets conferences and met with over 250 market participants. In addition, we hosted a successful Capital Markets Day in Aurora, Illinois focused on our Global Performance Nutrition business which was attended by representatives from over 25 institutions. We took the opportunity to showcase our new state-of-the-art facility. In addition investors had the opportunity to hear from our Global Performance Nutrition senior management team covering sales, marketing, operations and consumer insights. In 2015 our dedicated Investor Relations team will continue to work on building awareness of Glanbia with additional focus on the US investor community. www.glanbia.com 35 Strategic report      Group Finance Director’s review continued Exceptional items €m Rationalisation costs1 Transaction related costs2 Revision to Group pension schemes Exceptional (charge)/credit pre-tax Taxation credit/(charge) Total exceptional (charge)/credit 2014 (6.4) (9.6) – (16.0) 1.9 (14.1) 2013 (8.0) – 13.8 5.8 (0.3) 5.5 2014 exceptional items resulted in an exceptional charge of €14.1 million for the year, compared to a €5.5 million credit in 2013. Details of the 2014 exceptional items are as follows: 1. Rationalisation costs amounting to €6.4 million were incurred in Dairy Ireland during the year as both Consumer Products and Agribusiness continued their rationalisation programmes. The costs primarily relate to redundancy and a related writedown of tangible assets of €3.2 million. We expect to complete these programmes in 2015 with a cost of approximately €12 million for the year. 2. Transaction related costs comprise: (i) €3.1 million related to acquisition activities that did not come to fruition. The primary costs incurred were legal, taxation, due diligence, other consultancy and loan facility fees. (ii) The Group acquired Nutramino Holding ApS on 17 January 2014 (see note 36 to the financial statements). The fair value of the contingent consideration at that date was €4.8 million based on management’s forecast EBITDA for the business. Following a better than anticipated performance since acquisition, an additional earnout of €6.5 million is payable. In accordance with IFRS 3 – Business Combinations, any subsequent increase in contingent consideration to that estimated at the acquisition date must be charged to the Income Statement. The pre-tax cash cost of exceptional items in 2014 was €16.4 million (€3.0 million in 2013). DIVIDEND PER SHARE The Board is recommending a final dividend of 6.57 cents per share (2013: final dividend 5.97 cents per share). This represents an increase of 10% in the year and brings the total dividend for the year to 11.0 cents per share (2013: 10.0 cents per share). CASH AND WORKING CAPITAL During 2014 we increased our focus on working capital and initiated programmes to improve management of inventory as well as payables and receivables. On inventory we have implemented improved sales and operations planning processes Group-wide. We plan to review the results of this programme regularly and look for continuing improvements. In addition, we performed a best practice benchmark review of our payables and receivables practices and have identified a number of improvement opportunities which we will begin implementing in 2015. At the end of 2014 our working capital was €252 million, in line with the prior year, constant currency, and compares to significant increases in the prior two years. While we expect that working capital may increase as the Group continues to grow, our goal is to have working capital grow at a slower pace than revenues. Overall free cash flow was €153 million in 2014, a strong increase from €88 million in 2013 and €65 million in 2012. Operating cash flow increased from €139 million in 2013 to €206 million. Summary cash flow €m EBITDA pre exceptional Working capital movement1 Business sustaining capital expenditure Operating cash flow Net interest and tax paid Dividends from Joint Ventures Other outflows Free cash flow Strategic capital expenditure Acquisitions/disposals Equity dividends Exceptional costs paid1 Loans repaid by Joint Ventures Cash flow pre currency exchange/fair value adjustments Currency exchange/fair value adjustments Movement in net debt in the year Net debt at the beginning of the year Net debt at the end of the year 2014 240.6 8.2 (42.6) 206.2 (57.1) 12.6 (9.1) 152.6 (72.9) (137.4) (30.8) (16.4) – (104.9) (31.1) (136.0) (374.4) (510.4) 2013 214.6 (39.9) (35.7) 139.0 (55.8) 10.9 (6.5) 87.6 (76.5) 8.5 (27.9) (3.0) 7.2 (4.1) 6.3 2.2 (376.6) (374.4) 1. Exceptional costs paid includes €10.8 million relating to movements in provisions for exceptional items, which are included in the change in net working capital in note 35 to the Financial Statements. INVESTING FOR GROWTH In 2014, we continued our programme of organic and external investments to drive growth, investing €222 million on acquisitions and strategic capital expenditure programmes. We completed two acquisitions in the Global Performance Nutrition segment during the year – Nutramino in Scandinavia for €21 million plus €7 million additional earnout and Isopure in the USA for €121 million. Both will add further geographic reach and additional consumers to the segment and are strong additions to our portfolio of brands. We announced the expansion of high end whey processing and lactoferrin capacity by Global Ingredients in Idaho, which we expect to complete in late 2015. In addition, we opened our new manufacturing facility for Global Performance Nutrition in Chicago. Strategic capital expenditure amounted to €73 million in 2014. We are guiding total capital investment of between €120 million and €130 million in 2015. 36 Glanbia plc 2014 Annual Report and Accounts Financing capability We have considerable financing capacity available to continue to invest in growth opportunities in 2015. We currently have additional debt capacity of approximately €250 million and we would have the ability to raise additional funds through the use of equity should the need arise, something we believe would be supported by our Board and shareholders. Financing key performance indicators Net debt: adjusted EBITDA1 Adjusted EBIT1: net finance cost 2014 1.97 times 8.9 times 2013 1.66 times 7.8 times PRINCIPAL RISKS AND UNCERTAINTIES AFFECTING THE GROUP’S PERFORMANCE IN 2015 The performance of the Group is influenced by global economic growth and consumer confidence in the markets in which it operates. In 2015 the principal risks and uncertainties affecting the Group’s performance are: • The competitive landscape for Global Performance Nutrition, recognising the impact of a stronger dollar on the purchasing power of consumers in certain international markets; • The overall impact on margins of movements in dairy pricing, particularly in whey markets; and 1. The definition of adjusted EBITDA and adjusted earnings before interest and taxation (EBIT) are as per our financing agreements and include dividends from Joint Ventures & Associates. • The potential impact of geopolitical unrest and macro- economic uncertainty on our international growth strategy. GROUP FINANCING The Group’s financial position continues to be strong. Net debt at the end of 2014 was €510 million. This is an increase from €374 million in 2013 and can be primarily attributed to funding the two acquisitions completed during the year as well as the impact of a stronger dollar at year end on translation of our US dollar debt. Net debt to adjusted EBITDA was just under two times and interest cover was 8.9 times, both metrics remaining well within our financing covenants. During the year we refinanced and increased our committed bank facilities which will result in lower financing costs. As at year end we had bank facilities of €713 million which will mature in January 2020 and private placement debt of $325 million which will mature in June 2021. During the year cumulative redeemable preference shares of €39 million were repaid. RETURN ON CAPITAL EMPLOYED The return on capital employed has decreased by 80 basis points to 13.4% from 14.2% in 2013 due to acquisitions and strategic capital expenditure in 2014, as returns from these investments will build over time. The Group operates to an internal hurdle rate of 12% post tax, by year three, and monitors investment decisions against this metric. PENSION The Group’s net pension liability under IAS 19 (revised) ‘Employee Benefits’, before deferred tax, increased in 2014 by €36.8 million to €114.8 million (2013: €78 million). This increase primarily relates to the decrease in the discount rate used in valuing the net pension obligation, from 3.6% at the end of 2013 to 2.1% at end of 2014 for the Irish schemes, reflecting the fall in AA corporate bond yields during the year. DELIVERING RETURNS TO SHAREHOLDERS The past year was another strong year for shareholder returns. Total shareholder return for the year was 16.9%, following 35.4% in 2013. The Glanbia share price at the end of the financial year was €12.81 compared to €11.05 at the 2013 year end. The share price outperformed the STOXX Europe 600 Food and Beverage Index by 3.2% in 2014. The Board has the ultimate responsibility for risk management, and the principal risks and uncertainties are outlined in more detail in pages 50 to 57 of this report. FINANCIAL STRATEGY Our financial strategy is very much aligned with the Group’s overall strategy of ensuring we deliver on our key financial goals of organic adjusted EPS growth, constant currency, of 8% to 10% per annum while maintaining a minimum return on capital employed of 12%. Specific financial goals to enable our strategy include: • Assessing both external and organic investment opportunities against a minimum benchmark of 12% return post tax by year three; • Focusing the organisation on cash conversion through improved working capital management and moderate business sustaining capital expenditure; • Leveraging the Group’s activities to enable improved cost structures utilising shared services, procurement, Information Technology, and a continuous improvement mindset; and • Maintaining overall debt levels below a target net debt to adjusted EBITDA ratio of 3.0. Mark Garvey Group Finance Director See page 28 for more about our strategy See page 38 for more about our operations See page 50 for more about risk management www.glanbia.com 37 Strategic report  Operations review* Global Performance Nutrition Global Performance Nutrition (GPN) is the number 1 global performance nutrition brand family, with three global brands – Optimum Nutrition, BSN and Isopure – and two regional brands – Nutramino and ABB. GPN produces the full range of performance nutrition products including protein, pre-workout, muscle gainers and general health. Products are sold through a variety of channels including specialty retail, the internet and gyms in a variety of formats including powders, bars and Ready-to-Drink beverages. GPN has a global footprint with an in-market presence in 23 countries. Revenue €746.2m 2013: €655.3m EBITA €89.2m 2013: €70.6m €m Revenue EBITA EBITA margin Reported 2014 746.2 89.2 12.0% 2013 655.3 70.6 10.8% Change +13.9% +26.3% +120bps Constant currency change +13.5% +26.0% +120bps “We delivered a strong performance in 2014, with very good branded revenue growth, market leading innovation, ongoing focus on specialty and internet channels and further international expansion.” Hugh McGuire Chief Executive Officer, Global Performance Nutrition 2014 PERFORMANCE Global Performance Nutrition delivered a strong performance in 2014. Revenues increased 13.5% to €746.2 million reflecting volume growth of 7.4%, impact of acquisitions of 5.0% and net pricing of 1.1%. EBITA increased 26.0% in the period and EBITA margins increased 120 basis points to 12.0%. The improvement in margins reflected operating leverage and improved manufacturing efficiencies associated with the new production facility in the USA, partially offset by continued investment in expanding the business. Branded revenue growth, excluding the impact of acquisitions, was 11.1% in 2014. Second half revenue growth was lower than the first half, due to some demand elasticity experienced in the third quarter following the implementation of price increases. In 2014, branded revenue grew across all key geographies with our international business outside the USA continuing to perform strongly. With a direct presence in 23 markets worldwide our focus is now on strengthening our position in those markets and we will continue to invest to achieve this. ONGOING INVESTMENT The acquisition of Nutramino and Isopure during the year further consolidated our position as the global leader in performance nutrition. Both acquisitions complement and extend our existing market leading brand portfolio, bringing our total number of performance nutrition consumer brands to five, including three global and two regional brands. Nutramino provides access to the Scandinavian market and offers the potential to distribute its Ready-To-Drink (RTD) and bar offering to other European markets. * Commentary is on a constant currency basis throughout the operations review 38 Glanbia plc 2014 Annual Report and Accounts Global performance nutrition mission Our mission is to inspire people everywhere to achieve their performance goals. We will achieve this by becoming their trusted partner through education, advocacy, quality and authenticity. See page 8 for more about our markets Isopure focuses on powders and RTDs and increases our relevance to lifestyle consumers in the USA as well as having future international growth potential. Both businesses are performing in line with expectations and the integration process for each business is progressing well. The first phase of our new state-of-the-art manufacturing plant in Illinois, USA was successfully commissioned in May 2014. The second phase, bringing the total cost to approximately $75 million, will be commissioned in 2015 and will provide the additional capacity required to support our growth targets for the next three to four years. DIGITALLY CONNECTED Our goal is to create brand advocates who build brand advocates. This extends our connection with existing consumers and our reach to new consumers for our products; building lifetime and lifestyle relationships. We live in a digital world and our consumers expect to be digitally connected. Our growing social media presence is both an ongoing, two-way conversation and a means for consumers to connect and build communities around sport and performance nutrition. We also use the science of listening to enhance our engagement with our consumers and to provide competitive insight for brand innovation and product renovation. The final way we connect with our consumers is through our Ecommerce business. We have invested in geographic expansion of our online shop presence and we have US and other international Ecommerce sites, primarily in Optimum Nutrition and BSN. In 2014, we significantly grew our digital footprint and our digital ecosystem is one of, if not, the strongest in the sports nutrition sector. Our YouTube total views grew almost 16 million to approximately 45 million views during the year. We have more than doubled our Facebook ‘likes’ to 2.6 million and our Twitter and Instagram profiles continue to grow. Digital is a powerful tool for our business and it has immense potential for how we engage with our consumers, today and into the future. LEAD WITH INNOVATION In 2014, we continued to innovate and renovate our portfolio based on consumer and category insights. There were a number of exciting developments including the expansion of ON’s flagship Gold Standard brand into a new category with the launch of Gold Standard Pre-Workout; creating new protein occasions with the launch of ON Protein Energy; and the launch of the next generation of BSN’s N.O.-XPLODETM pre-workout supplement, which represented our first synchronised global product launch. 2015 OUTLOOK The outlook for GPN in 2015 is positive. The strength of our brand portfolio and our proactive approach with regard to innovation and marketing initiatives will enable us to remain in a strong position. The performance nutrition market remains competitive and the strengthening of the US dollar has the potential to impact demand in some international markets. We expect some continued operational leverage upside through 2015 although this will be partially offset by our ongoing investment in expanding the business. We continue to target growth in branded revenue ahead of the market, while we note that given the strong performance during the first half of 2014, this growth will be weighted towards the second half of the year. LEADERS IN EDUCATION GPN prides itself on being able to educate its staff and customers through its Sports Nutrition School (SNS). In 2014, the SNS hosted events in nine different countries with over 5,000 participants. Key events included: • Visits to five major cities in India, reaching over 800 key influencers; • The first ever formal sports nutrition education programme conducted in Beijing and Shanghai in China; and • Four days of intensive training in Manila in the Philippines for leading customers in retail, gyms and online. We define sports nutrition as the study (science) and practice (application) of nutrition and diet (supplements) as it relates to athletic performance (fitness). We recognise through the SNS programme that different sports require different approaches and, in particular, that the correct diet is the first source of nutrition for athletes with sports nutrition providing supplements to help individuals or teams achieve performance goals and fitness levels. SNS events typically cover topics such as ‘nutrition 101’, our brands, best practice training techniques, sports psychology and motivation, understanding product labelling and learning about our product offering, as well as live training sessions and guest athlete speakers. www.glanbia.com 39 Strategic report Operations review continued Global Ingredients Global Ingredients comprises US Cheese, Ingredient Technologies and Customised Solutions. While these business units are distinct, all benefit from the ever increasing focus on health and nutrition and share relationships with common global customers and end-markets. Global Ingredients has a direct presence in 21 countries worldwide. In addition to US based manufacturing facilities, both US Cheese and Ingredient Technologies have numerous international sales & technical offices supporting strong export platforms. Customised Solutions has manufacturing facilities in the USA, Europe and Asia and sales teams in 17 countries worldwide. Revenue €1,175.4m 2013: €1,074.6m EBITA €100.4m 2013: €102.0m €m Revenue EBITA EBITA margin Reported 2014 1,175.4 100.4 8.5% 2013 1,074.6 102.0 9.5% Change +9.4% -1.6% -100bps Constant currency change +9.3% -1.4% -100bps “We achieved a satisfactory performance in the context of challenging dairy markets which impacted milk procurement and whey pricing dynamics. We made further progress with our innovation agenda and commenced an exciting $85 million organic investment programme.” Brian Phelan Chief Executive Officer, Global Ingredients 2014 PERFORMANCE Global Ingredients delivered a satisfactory performance in 2014 in the context of challenging dairy markets which impacted milk procurement and whey pricing dynamics. Revenues increased 9.3% to €1,175.4 million reflecting market related price increases of 10.9% which were partially offset by a volume decline of 1.6%. EBITA decreased 1.4% arising from a decline in margins in our US Cheese and Ingredient Technologies business units. US Cheese US Cheese performance for 2014 was satisfactory. Revenue growth was strong as the impact of higher average market pricing more than offset a decline in volumes related to challenging milk procurement conditions experienced earlier in the year. The milk supply environment improved from quarter two onwards in 2014 with plants broadly operating at full capacity in the fourth quarter. Price changes and the impact of efficiency measures taken across the business partially offset higher input costs, resulting in margins for the period that were somewhat behind the prior year. Our plants had a strong operational performance in 2014. Good progress was made during the year at our Cheese Innovation Centre in Idaho, enabling us to strengthen our innovation agenda with our key customers. In addition, our organic cheese initiative launched in 2014 is gaining momentum and represents an exciting opportunity for all participants in the supply chain. 40 Glanbia plc 2014 Annual Report and Accounts Ingredient Technologies Ingredient Technologies had a challenging performance in 2014 as positive revenue growth was more than offset by a decline in margins. This margin decline was driven primarily by the relative price of base whey (which drives input costs) to high end whey selling prices. Ingredient Technologies continues to focus on market-led collaborative innovation and our pipeline remains strong. Our $85 million high end whey and lactoferrin capacity expansion projects in Idaho, USA are progressing well and are expected to be fully commissioned by the end of 2015. The projects involve installation of the technology to convert our existing whey protein concentrate 34 (WPC34) stream into value added whey powders. As well as increasing whey protein isolate capacity, it will also allow us to expand our higher margin whey-based ingredient systems offering, which focuses on attractive end markets such as sports nutrition, supplements, nutritional bars and beverages. The investment programme also incorporates increasing our lactoferrin capacity. Lactoferrin is a high value specialty milk protein used in a range of growth sectors including infant formula, supplements and nutritional beverages. Both the expansion and the commercial opportunities that they will provide are underpinned by our long track record for manufacturing excellence and dairy ingredient innovation. It is also fully aligned with our strategy of maximising the value of our whey pool and deriving an ever increasing portion of revenues from value-added ingredient systems. Customised Solutions Customised Solutions delivered a strong performance in 2014 reflecting a combination of positive revenue growth and higher margins. While the market remained competitive in 2014, we increased our sales with key existing customers and continued to further develop our relationships with new customers. We will continue to invest in our global operational and commercial footprint to increase our position with our customers. 2015 OUTLOOK We are expecting an improved performance for Global Ingredients in 2015. Our strategy of maximising the value of our ingredient pool in dairy will continue to deliver results. The high end whey and lactoferrin expansion projects will begin to contribute in the second half of 2015 with the full impact coming through in 2016. Milk procurement conditions and whey price dynamics have improved to date in 2015 and the underlying demand profile across each of our businesses remains solid. We expect further progress in the development of our non-dairy ingredients portfolio in 2015. SUSTAINABILITY The Group’s Glanbia Performance System (GPS) is a fully integrated work system that incorporates industry best practices that drive operational excellence. We have rolled out GPS to each of our operational facilities and it provides the framework to drive down costs, reduce energy usage, and eliminate waste, among other critical sustainability criteria. In 2014, two projects at our Twin Falls, Idaho cheese plant helped deliver an energy reduction of 6% and 19% respectively. In Richview Idaho, we realised a 9.5% reduction in overall natural gas usage from more efficient use of our boilers. Southwest Cheese in Clovis, New Mexico, also committed to the Energy Star Challenge in 2010 to reduce energy usage by 10% in five years. As of the last quarter of 2014 Southwest Cheese has reduced British Thermal Units per pound of milk processed by a full 16%. Market-led innovation There are significant changes in how consumers meet their nutritional requirements. This has led to a proliferation of product formats and driven significant innovation across the food sector. As a large global provider of ingredient solutions, this provides significant opportunity for Global Ingredients. See page 8 for more about our markets www.glanbia.com 41 Strategic report Operations review continued Dairy Ireland Dairy Ireland comprises two business units. Consumer Products is a leading supplier to the food retail sector and Agribusiness has a network of over 50 retail stores focused on the Irish agri sector. €m Revenue EBITA EBITA margin 2014 616.7 19.0 3.1% Reported Constant currency change -5.4% +25.8% +25.8% +80bps 2013 652.2 15.1 2.3% +80bps Change -5.4% 2014 PERFORMANCE Dairy Ireland delivered an improved performance in 2014 driven primarily by Consumer Products. Revenues declined 5.4% reflecting a 2.2% decline in volumes and a 3.2% impact from lower pricing. An 80 basis points increase in EBITA margins more than offset the decline in revenues and EBITA increased 25.8% as a result. Consumer Products Consumer Products delivered a positive performance in the period. While revenues were ahead of the prior year, performance was driven primarily by higher margins. The key component of the increase in margins was the impact of the efficiency initiatives undertaken in recent years, the impact of which will continue into 2015. While global dairy prices have been in decline since mid-2014, the average milk cost for 2014 was broadly unchanged versus the prior year. The market environment remains challenging both from a retailer and consumer perspective. In this context, we remain focused on the optimisation of our brand portfolio in domestic and international markets as well as operating efficiencies. Agribusiness Agribusiness’ performance in the period was satisfactory in an environment where overall market demand diminished materially year-on-year. Animal feed sales were impacted by the very mild weather conditions which prevailed for much of 2014 and revenues were behind the prior year as a result. Cost savings associated with the restructuring programme implemented in 2014 helped to offset the impact of lower revenues. During the year we opened our food grade oats mill in Ireland to produce a range of high end products and ingredients, including gluten free oats, for international markets. 2015 OUTLOOK The outlook for Dairy Ireland is broadly positive. We expect both Consumer Products and Agribusiness to see a further reduction in their cost base in 2015 from the ongoing efficiency measures being taken across the businesses. Sustainability Consumer Products Consumer Products continues to maintain a successful ISO 14001 Environmental Management System. This is a multi-site independently audited accreditation. We are also the first dairy company in Europe to use only milk cartons which have been produced from sustainable forests independently verified by the Forest Stewardship Council. The introduction of resource surveys for raw materials, packaging formats and packaging materials leads to continuous evaluation of these materials with a view to improving their overall impact on the environment. This has led to the weight of some product packaging formats being reduced by 7%. The introduction of intelligent fuel management systems and route optimisation programmes into our supply chain has cut carbon emissions and has reduced engine running time by over 6,500 hours. We are currently recycling 65% of all waste and in conjunction with our suppliers we are developing reuse and recycle initiatives, which will enable a further 5% improvement in recycling rates. Agribusiness Agribusiness has a number of sustainability initiatives across its activities, with a focus on efficiency throughout its fully traceable and quality assured supply chain. This includes operating two accredited UFAS mills close to grain growing areas, operating a ‘Lean’ production programme and using by-products from oat milling for use in feed production. Plant replacements are also being switched to more energy efficient models to continue to reduce energy consumption. Innovative feed ingredients are being used to limit bovine methane production and improve feed efficiency. A key part of the Agribusiness overall sustainability programme is promoting the use of agricultural farming methods that have the lowest possible impact on the environment and are animal friendly. 42 Glanbia plc 2014 Annual Report and Accounts   Joint Ventures & Associates Glanbia has a strong capability and track record with regard to the successful operation of strategic joint ventures and we view the joint venture model as a potential option for future growth. Reported €m Revenue1 EBITA1 EBITA margin 2014 984.0 36.4 3.7% 2013 900.5 39.0 4.3% Change +9.3% -6.7% -60bps Constant currency change +8.3% -7.6% -60bps 2014 PERFORMANCE After a good performance in the first half of 2014, the Joint Ventures & Associates segment was impacted by the decline in global dairy market prices in the second half of the year. Revenues increased 8.3% driven by a 2.4% increase in volumes, 5.0% impact from higher pricing, primarily at Southwest Cheese, and 0.9% impact from a small acquisition in GII. Despite the increase in revenues, EBITA declined 7.6% reflecting a 60 basis points reduction in margins. Glanbia Ingredients Ireland (GII) GII delivered a satisfactory performance in 2014, whilst facing a difficult market backdrop. Revenues were slightly ahead of the prior year as higher volumes and the impact of a small acquisition in 2014 offset a decline in pricing. Milk input costs were reduced during the year in response to market conditions, however the pace and magnitude of the decline in dairy commodity prices led to a decline in margins. The investment of €150 million in the milk processing plant at Belview, Co. Kilkenny, Ireland was completed on time and on budget. The official opening will take place in March 2015 prior to the removal of EU milk quotas in April 2015. Reflecting confidence in the future of the Irish dairy sector, GII recently announced an additional €35 million capital expenditure investment to further upgrade the Belview site to produce value added ingredients for the infant formula sector. Southwest Cheese (SWC) Revenues for SWC in 2014 were strong as a result of higher year-on-year cheese market prices in the USA, an excellent operating performance and record volumes of cheese produced. There was an overall decline in year-on-year margins caused primarily by an unfavourable timing effect associated with the sharp decline in cheese market prices in the last two months of the year. Glanbia Cheese Glanbia Cheese delivered a positive performance in the year underpinned by growing demand trends across the European mozzarella market. Revenues increased moderately as volume growth more than offset the decline in prices. While mozzarella prices were lower on average in the year, milk input prices adjusted accordingly and margins increased versus the prior year. Nutricima Nutricima delivered an improved performance in the period reflecting a combination of revenue growth and improved margins. The increase in revenues was driven by price and volume growth. However, the market and political conditions in Nigeria remain very challenging. 2015 OUTLOOK Joint Ventures & Associates are expected to deliver a performance broadly in line with 2014 as dairy market conditions stabilise. GII Sustainability GII exports to over 50 countries worldwide and a key element of our strategy for engaging with global customers is to become the industry reference point for best practice in dairy sustainability. Highlights of GII’s sustainability initiatives include: • Being a founding member of Origin Green, which is the sustainability development programme by Bord Bia (the Irish Food Board), a nationwide programme aimed at establishing Ireland as a world leader in sustainable food and beverage production; • The launch of the Open Source® Sustainability Programme, which provides a blueprint for high quality, sustainable milk production, and making the most of what gives Ireland a competitive advantage in sustainable dairy farming and processing; • Being the first dairy processing company to be awarded the Carbon Trust triple certification in recognition of best practice and real achievements in reduction in carbon emissions, water and waste; • Becoming members of the Roundtable for Sustainable Palm Oil, the Sustainable Agriculture Initiative and the Dairy Sustainability Framework; and • Being awarded first prize, along with our customer Diageo, in the B2B category at the Ethical Corporations’ Responsible Business awards. 1. Glanbia’s share of results of Joint Ventures & Associates www.glanbia.com 43 Strategic report  Our people A NEW PERSPECTIVE ON OUR TALENT STRATEGY From left: Ben Smith, Commercial Manager, Ecommerce GPN Europe, Middle East and Africa; Michael Patten, Group Human Resources & Corporate Affairs Director; Niamh O’Sullivan, Digital Media Associate. We have fundamentally reshaped our organisation in recent years and as a result we are focusing our resources and capital allocation on two global growth platforms, bringing further momentum to our ambitions. This is driving a new perspective on our talent strategy and employee engagement. Our goal is to create a shared, cohesive Group-wide culture with a high performing workforce of engaged employees. Our opportunity is to build stronger connections across the Group worldwide, growing our talent, finding better ways of working, driving more collaboration and successfully executing our growth strategy, in a very dynamic operating environment. This goal has shaped key initiatives undertaken in 2014, particularly in the area of employee engagement, and has informed our 2015 people priorities. In addition, our Group Human Resources (HR) leadership team, which is drawn from all business units, has commenced a global HR strategy process to ensure that the HR function is fit for purpose to achieve this goal. See page 48 for our 2015 people priorities “We are focused on building a highly engaged employee population, growing our leadership and talent base, and through our people, unlocking enhanced performance. We want to ensure that Glanbia is a great company to work for.” Michael Patten Group Human Resources & Corporate Affairs Director 44 Glanbia plc 2014 Annual Report and Accounts 2015 HUMAN RESOURCES PRIORITIES • A full review of the HR operating model to ensure the function is meeting our strategic talent goals, is effective and fit for purpose; • A review of the HR information systems to ensure that the technologies and processes necessary to support our people agenda are best practice; • Full HR engagement with the reassessment of the Group’s ‘Purpose, Vision and Values’; and • A full organisation and people review to inform the leadership development and talent acquisition strategies for 2016. total group employees 27% 25% 5,815 20% 28% Global Performance Nutrition Global Ingredients Dairy Ireland Joint Ventures & Associates GLOBAL HR AGENDA To date, Glanbia has operated an effective and successful HR programme delivering talent recruitment, development planning, performance management and succession as well as critical measurement and leadership tracking of key HR metrics. In late 2014, the Glanbia global HR team commenced an initiative called ‘understanding our current and future priorities in 2015 and beyond’. This is with a view to developing the global HR agenda as an enabler of the Group’s strategy as well as understanding and prioritising the key people themes that will have the highest business and HR impact for Glanbia. The critical areas for review include engagement, talent management, HR operational excellence and the use and application of technology in the global HR operating model. The scope of the project is also addressing external and internal drivers of HR, regional and industry-specific factors for consideration and the HR implications of Glanbia’s strategic priorities up to 2018. GROWING GLOBAL EMPLOYEE BASE In 2014, total Group employees, including Joint Ventures & Associates, increased by 613 people to 5,815 people based in 34 countries. Global Performance Nutrition (GPN) employee numbers increased by 501 people in 2014. Strong business growth created employment opportunities in our new state-of-the-art manufacturing plant in Aurora, Illinois, USA. GPN also acquired Nutramino and Isopure, leading sports nutrition companies based in Denmark and the USA respectively. Both businesses are performing well and the integration process for employees is on track. Global Ingredients, which encompasses US Cheese, Ingredient Technologies and Customised Solutions, increased its workforce by 74 people. In Dairy Ireland, Consumer Products and Agribusiness have continued to reorganise elements of their activities aimed at optimising future growth prospects in the context of the challenging business environment. BUILDING OUR ORGANISATIONal CAPABILITIES As the Group continues to grow, the depth, quality and readiness of our talent is a key factor for future success. Glanbia has a proud tradition of growing its talent and most of the senior leadership have spent a large part of their careers within the Group. Throughout the year, we continued to build our organisational capabilities through a number of core activities. Enhanced recruitment processes We harnessed the growing power of social media to raise our profile with the millennial generation and attract young talent to the business. We focused considerable attention in 2014 on emerging talent recruitment to secure and develop the long-term potential of top talent for the business. Glanbia graduate programme During the year 47 graduates joined Glanbia through the graduate programme, with opportunities to develop their careers in the areas of finance, business management, engineering, IT, sales, marketing and supply chain. Many are given the opportunity of global work placements and assignments. We also continued to invest in role specific training and development for graduates, including professional qualifications, project management certification and leadership skills. We maintain a commitment to continuous on-the-job coaching and mentoring for all graduates, maximising the benefits of this programme. In 2014, 85% of graduates from the prior programme in 2012 achieved fulltime roles with the Group. We expect a further 65 graduates to join in 2015, all taking up the challenge of our new ‘Pure Ambition’ graduate programme. Find out more online at glanbia.com/careers/graduate-programme/ www.glanbia.com 45 Strategic report Our people continued Employee training and education Glanbia offers ongoing training and education opportunities for employees. GPN partnered with Alchemy to provide employees with web-based training. Alchemy has over 70 courses focusing on the food industry and also creates customised courses that are GPN-specific. Global Ingredients (GI) also offers a number of training courses including a management training course, a future leader programme specifically designed for plant employees and a leadership development programme designed for team leaders. Over 950 GI employees attended a range of leadership and personal development courses in 2014, all aimed at enhancing personal, team and leadership effectiveness and inspiring innovative thinking and work practices. In Dairy Ireland, Agribusiness run an internal leadership development programme called ‘Accelerate’. 25 newly appointed leaders participated in the programme in 2014. Consumer Products also continues to invest in training and up-skilling. A range of courses are provided for senior managers ranging from behavioural and leadership development to finance and resilience training, plus some function-specific bespoke courses. Management development The Glanbia management development programme is held annually for high potential managers in the Group. The Group also hosts an annual global management conference for the top 100 senior leaders from around the world. In 2014 the focus of the conference was on the Group’s growth strategy and the key actions essential to deliver the identified opportunities, in addition to the ‘Our Glanbia’ employee engagement programme. Performance management Performance and reward management processes are key tools to support continued high performance. Glanbia has strong, proven systems in place. We will continue to enhance these systems and processes to deliver the best possible engagement between managers and their teams around performance and development and to ensure that reward is optimally aligned with performance outcomes. HEALTH & SAFETY AND EMPLOYEE WELLBEING We aim to provide our employees with a safe and healthy environment in which to work. All Glanbia business units maintained an excellent Health & Safety (H&S) performance during the year and highlights for 2014 were: • GII’s Ballyragget plant received OHSAS 18001 certification, which sets out the requirements for occupational health and safety management best practice. In the second half of the year, GII launched the ‘Zero Harm’ on farm initiative to complement the ‘Zero Harm’ programme in its facilities; • GPN continued with the implementation of several new H&S programmes to ensure a safe and healthy workplace for employees, contractors and visitors at all GPN sites. GPN’s safety performance in 2014 achieved a 15% decrease in recordable injuries/illnesses. GPN sites have also made significant strides in reducing overall risk through implementation of opportunities identified in the annual Glanbia Risk Management System audit. As a result, three of the four GPN manufacturing sites achieved the highest rating possible; and • Global Ingredients Recordable Injury Rate (RIR) continues to consistently reduce year-on-year and is now at 2.8. The Lost Time Injury rate has also fallen to the lowest level ever at 0.1 in 2014. The most significant improvement was in the Blackfoot Idaho Cheese plant, purchased in March 2013 by Glanbia. At that time, the RIR was five times above industry average. Employees embraced the Group’s new behaviour based safety programme and now the RIR has fallen below the industry average and Blackfoot is quickly establishing itself as a leader in employee health and safety within the Group. Wellbeing Glanbia provides a range of initiatives to help maintain a healthy working life. A number of the business units operate gym and wellness programmes and many of the businesses conduct monthly wellness activities around diet, exercise and mental health. Annual health checks and health screenings are also available. Yvonne kerrigan, operations manager, dairy Ireland consumer products “ Consumer Products produces some of the most popular Irish dairy and chilled foods. Our products are consumed in 92% of Irish homes, with Avonmore being Ireland’s number one milk and cream brand. At the beginning of April 2014, we began processing UHT milk at our new plant in Co. Monaghan, Ireland. As operations manager, my role embraces all the activities required to create and deliver premium products to our export customers in Asia, the Middle East and Europe. My role includes site and process design, talent selection and training, and the development of systems and procedures. I also engage with our Innovation Centre in Kilkenny to proactively create new products in UHT form for our emerging markets.” 46 Glanbia plc 2014 Annual Report and Accounts LAUNCH OF ‘OUR GLANBIA’ We started our journey of renewing our focus on employee engagement and development in 2014 with the launch of ‘Our Glanbia’, which is an integrated Group-wide programme of employee initiatives, events and communication. Its purpose is to give all employees a real understanding of the total Glanbia organisation, locally and globally. This helps our employees to gain a better understanding of how their role contributes to the successful delivery of business unit and Group strategy. It is also contributing to wider knowledge of the Glanbia business, breaking down silos and fostering a stronger connection with employees and between employees throughout Glanbia. Whether an employee is in Suzhou or Sioux Falls, the objective is that our people get to know our strategy, our strengths, our ambition, our markets, our customers, our activities and our growth opportunities. Highlights of the year included a global employee roadshow by the Group Managing Director and senior executives; a new Group-wide website focused on building employee awareness of the total organisation; and a Group-wide ‘Our Glanbia’ week to sustain momentum in employee engagement. GLOBAL EMPLOYEE SURVEY We recognise that ‘Our Glanbia’ is just the first step on our Group journey to great employee engagement and that we need to fully understand how well we are performing as an employer, as leaders and as a company to work for. We also recognise the importance of culture and engagement to delivering consistent performance and creating competitive advantage. Glanbia has over 5,800 employees in 34 countries. We operate in emerging and developed economies with significant differences in business and market landscapes. We have a diverse portfolio spanning B2C and B2B activities, from leading global brands to large scale processing facilities. Our operating model combines a high degree of local autonomy with Group co-ordination in areas such as strategy, finance, procurement, reputation and IT. HUMAN RESOURCES VISION “ Glanbia Human Resources is committed to unlocking the full potential of our people and Glanbia through our values and leadership, relentlessly pursuing excellence and inspiring our people everywhere.” This diversity of geography and business segments drives some organisational complexity and we want to gain the fullest insight possible of our employees’ views to inform our plans for talent management and employee engagement. In February 2015, we undertook our first global employee survey, known as ‘Your Voice’. This was locally administered by an independent third party provider to ensure employee confidentiality and encourage strong participation. Employees had the opportunity to take the survey online or in paper format and four languages were offered to accommodate the diversity of our global workforce. As this was our first survey it was wide-ranging in nature, covering employee engagement metrics as well as leadership, culture and values and our employee value proposition. In the second quarter we will analyse and segment the results to identify the areas where we are strong and the opportunities for improvement. The results and action plans will roll-out across the organisation and we will report in more detail next year on the outcomes and progress in 2015. In particular, the survey gives us the capability to set the bar for employee engagement throughout Glanbia and to deploy an employee engagement best practice training module for managers. EMPLOYEE SURVEY Lao Campos, Cheese Plant Operator, Global Ingredients US Cheese www.glanbia.com 47 Strategic report Our people continued DEFINING OUR EMPLOYER BRAND REPUTATION To complement the global employee survey, we are undertaking a wider Glanbia reputation benchmarking survey amongst key stakeholder groups such as customers, investors, suppliers, key opinion formers and media. While this is a multi-purpose exercise, in conjunction with the employee survey it will help inform our key reputation drivers as an employer and how our employer brand is aligned externally and internally. We want to be a company that is a great place to work and to drive our talent recruitment and retention strategy through a strong, earned reputation. A specific outcome is a renewed Group ‘Purpose, Vision, and Values’ development project, which we expect to roll-out in 2015. CORPORATE GIVING AND EMPLOYEE VOLUNTEERING Glanbia has a long tradition of involvement with our local communities in areas which seek to make a tangible difference where we operate. These range from corporate sponsorship and donations to employee fundraising and volunteering. One of Glanbia’s most significant partnerships was the Group’s relationship with Barretstown, which is a camp that provides respite care for seriously ill children and their families. Glanbia adopted Barretstown as its Irish charity partner in 2008. Since then €1.6 million has been raised in a three-way programme including employee fundraising, Consumer Products sponsorship and corporate donations. Employee ‘champions’ and ‘ambassadors’ have volunteered to raise internal awareness of this relationship and help support fundraising. These volunteers led by example, organising and taking part in numerous fundraising events and encouraging colleagues to participate in fitness and fun with a social purpose. Glanbia’s sponsorship has meant that Barretstown is reaching and helping even more families’ with the camp capacity increasing by 75% since 2008. The partnership concluded in 2014. As a lasting legacy to this partnership, Glanbia donated a unique sensory garden to Barretstown. The ‘sowing the seeds of magic’ garden will be enjoyed by children who attend Barretstown for many years to come. We are currently reviewing our Corporate Social Responsibility partnerships. Find out more online at glanbia.com/our- responsibilities/communities 2015 PEOPLE PRIORITIES • Deliver employee engagement survey and action planning; • Develop and roll-out ‘Purpose, Vision and Values’ programme; • Build and deploy Phase I of a Group-wide intranet, including a mobile platform; • Enhance our internal and leadership communications programme; and • Create and roll-out an employee engagement best practice training module for managers. NEW GLOBAL INTRANET A further initiative we are undertaking in 2015 is to build and deploy the first phase of a global intranet, including mobile ‘on-the-go’ access. This will replace the ‘Our Glanbia’ website, which was launched in 2014 as part of the ‘Our Glanbia’ programme. This website has been very well received internally and is receiving over 100,000 visits per month with Group news and employee engagement activities being the most popular. The new Group intranet will form part of the reshaping of the HR information systems infrastructure, by developing a single Group-wide platform for employee services, internal communications, sharing knowledge, facilitating collaboration and communities and improving work processes. ‘Our Glanbia’ website 48 Glanbia plc 2014 Annual Report and Accounts JYOTI SHARMA, GLANBIA PERFORMANCE SYSTEM LEADER, US CHEESE, GLOBAL INGREDIENTS, IDAHO, USA “ I am a Glanbia Performance System (GPS) team leader in Glanbia’s US Cheese business. We are one of the leading producers in the USA, processing 3.8 billion litres of milk per annum into 410,000 tonnes of cheese. GPS is an internally developed work system that is based on Lean Manufacturing and Total Productive Maintenance principles. This means we place a strong emphasis on empowering and involving all employees in improving productivity, safety and quality in a sustainable way. This is to ensure that all the US Cheese plants and our employees have the tools and knowledge to improve and sustain a zero loss and harm work culture, which drives out injuries and safeguards our products and high quality specifications. This creates competitive advantage for our business and empowers our employees in the work they do each day for the business and our customers. GPS creates a shared responsibility to improve the performance of our business and add more value for our customers. Over the longer term, this will position us well to address the growth opportunities that are emerging in the world of nutrition and ingredients.” www.glanbia.com 49 Strategic report Risk management DRIVING A ROBUST RISK Management CULTURE “Our aim is to anticipate and address changes to the Group’s business and risk environment that may impact the delivery of our strategic objectives. We do this by ensuring that a robust risk management culture exists throughout the organisation.” Paul Haran Senior Independent Director The Board has ultimate responsibility for determining the nature and extent of the significant risks it is willing to take in achieving its strategic objectives, and for ensuring that risks are managed effectively across the Group. Risk management is a regular agenda item at Board and Audit Committee meetings and the Board considers the impact of the Group’s principal risks in detail during the annual Group strategy process. This is designed to ensure that the Board understands the key risks within the business and the methods by which these risks are managed. 2014 risk management highlights Throughout 2014, the Group focused on responding to a dynamic operating environment and managing risk in several key areas. Supplier risk We successfully addressed the US milk procurement challenges encountered in early 2014 by Global Ingredients through a combination of measures. These included sustainable cost reductions, pricing changes and achieving greater security of supply with two year milk supply contracts now in place with the vast majority of our local suppliers. We expect our Idaho plants to operate at full capacity in 2015 and will keep our milk procurement policies under review in order to maintain supply security. Building team engagement In 2014 we launched the ‘Our Glanbia’ programme to ensure that the business retains and attracts talented and motivated employees as they are the life blood of the Group. We have already experienced enhanced employee engagement across the Group. This was driven by the global employee roadshow undertaken by the Group Managing Director and senior executives and an ongoing global and local programme of activities. Delivery of capital investment programme The Group continued to invest significantly behind its two growth platforms with: • Global Performance Nutrition commissioning the first phase of a new $75 million investment in a state-of- the-art manufacturing facility in Aurora, Illinois; and • Global Ingredients further developing the strategy of maximising the value of our ingredient pool through the $85 million high end whey and lactoferrin programme announced during 2014 at our Idaho facilities. The project is on schedule for full commissioning by the end of 2015. These investments will strengthen our production capabilities and facilitate our goal of being a leader in the development of market insight-led and technology driven solutions and systems. We also continue to invest in our Dairy Ireland and Joint Ventures & Associates segments, in particular: • The completion of the greenfield Glanbia Ingredients Ireland milk processing facility; • The development of the Agribusiness food grade oats milling facility; and • The commissioning of Consumer Products new long-life milk and cream plant. These developments will not only better serve existing customers but offer our Ireland based businesses extra capacity for further growth in international markets. 50 Glanbia plc 2014 Annual Report and Accounts Our risk management framework While the Board has ultimate responsibility for the Group’s systems of risk management and internal control, there are defined roles within the process for the Group Operating Executive, the Audit Committee, Internal Audit and the Group Senior Leadership Team. The diagram below outlines the key stakeholder risk management responsibilities within our risk management framework. It is designed to ensure that there is input across all levels of the business to the management of risk; this allows us to remain responsive to the ever changing environment in which we operate. Develops the Group’s vision and strategic priorities Defines the organisational Code of Conduct and culture Sets risk appetite and tolerance The board Monitors the nature and extent of the Group’s principal risk exposures versus the defined risk appetite Top-down Oversight, identification, assessment and mitigation of risk at Group level Group Operating Executive Audit Committee Internal Audit Forms organisational structure Responsible for maintaining effective risk management policies and programmes Monitors performance, risk exposure, mitigation and internal controls Supports the Group Senior Leadership Team Reviews the design and implementation of the Group’s risk management and internal control systems Supports the Board in monitoring risk exposure versus risk appetite Supports the Audit Committee in reviewing the effectiveness of the Group risk management and internal control processes Monitors actions taken by management Reports regularly to the Audit Committee Group senior leadership team Risk ownership Risk awareness Risk monitoring Risk reporting Identifies, measures and assigns risk management roles and responsibilities 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 Encourages open communication on risk matters and reports to the Group Operating Executive, Audit Committee and Board Bottom-up Oversight, identification, assessment and mitigation of risk at business unit level and across key Group functional areas See page 61 for more information about our governance framework www.glanbia.com 51 Strategic report Risk management continued Our 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. • A summary of the key movements in the identified risks; • Management action plans and owners to help manage the key residual risk exposures; and • An overview of the broader organisational and 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. Where 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. Our risk management process is as follows: Group Senior Leadership Team On a quarterly basis, each business unit management team and functional lead are requested to perform a detailed risk review exercise and to update the Group risk register. The register ensures consistency of approach in reporting of risks and requires management to: • Identify and classify each risk as financial, operational, strategic or regulatory; • Assess the inherent risk impact and likelihood, and the speed at which the impact of the risk could materialise; • Identify mitigation measures; • Allocate an owner who has responsibility for the timely implementation of the agreed action plan; and • Report on implementation of strategies to address residual risk exposures. Glanbia has a continuous risk assessment process comprising five key stages. Risk Assessment Process t r ep o R A l l o c a t e Identif y A s s e s s Mit i g a t e Consolidation and review of the Group key risk summary Internal Audit prepares a Group summary report based on the quarterly information submitted by management. The Group Operating Executive review the report 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 report includes: • 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 velocity (the speed at which the impact of the risk could materialise); 52 Glanbia plc 2014 Annual Report and Accounts business risks. Management and Board review The focus of the Board is on ensuring that the Group residual risk position is within their risk appetite. 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. Ongoing monitoring The quality and consistency of risk reporting is supported through a number of other monitoring and reporting processes including: • Annual Group strategy process and Board presentations; • Bi-annual control self-assessment and management representation letter processes; • Monthly Chief Executive business review reports of the key financial and operational performance levels within each business unit; and • Monthly detailed finance reviews. Senior management are also 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 leads on matters such as food safety and quality, operational site risk management and IT. Principal risks and uncertainties Key risks are identified based on the likelihood of occurrence and potential impact on the Group using the processes outlined. The Board has carefully considered the nature and extent of the significant risks it is willing to take in achieving the Group’s strategic objectives and delivering a satisfactory return for shareholders. The performance of the Group is influenced by global economic growth and consumer confidence in the markets in which it operates. In 2015 the principal risks and uncertainties affecting the Group’s performance are: • The competitive landscape for Global Performance Nutrition, recognising the impact of a stronger dollar on the purchasing power of consumers in certain international markets; • The overall impact on margins of movements in dairy pricing, particularly in whey markets; and • The potential impact of geopolitical unrest and macro- economic uncertainty on our international growth strategy. The Group’s approach to financial risks, including currency risk, interest rate risk, liquidity risk, price risk and credit risk is to centrally manage these risks against comprehensive policy guidelines, details of which are outlined in note 3.1 ‘Financial risk factors’ on pages 137 and 138 of this report. The Board regularly reviews these policies. Risk profile The Group’s principal risks are summarised in the risk profile table below according to the strategic objective to which they relate, together with an overview of the risk trend during 2014. There may be other risks and uncertainties that are not yet considered material or not yet known to us and this list will change if these risks assume greater importance in the future. Likewise some of the current risks will drop off the key risks schedule as mitigating management action plans are implemented or changes in the operating environment occur. The nature of each principal risk is described in detail on pages 54 to 57. Priority one Sustain current and drive further market leadership in our B2B and B2C growth platforms • Economic and industry risk • Strategy risk • Customer concentration risk • Market risk • Supplier risk • Product safety and compliance risk GROUP STRATEGIC priorities Risk trend Increasing Stable Decreasing Priority two Acquire or partner with complementary businesses to grow our current portfolio Priority three Deliver our strategic capital investment programme Priority four Develop talent, culture and values in line with our growing global scale • Acquisition risk • Investment risk • Site compliance risk and environment, H&S regulation risk • Talent management risk • Liquidity risk • Infrastructure capacity risk See pages 28 and 29 for more information about our strategic priorities See pages 54 to 57 for more information about our principal risks and uncertainties www.glanbia.com 53 Strategic report Risk management continued Principal risks and uncertainties Strategic Priority ONE: Sustain current and drive further market leadership in our B2B and B2C growth platforms Risk Description Impact Mitigation Economic and industry risk Strategy risk Customer concentration risk Our performance is strongly influenced by global economic growth and consumer confidence in the markets in which we operate. Deterioration in economic growth or consumer confidence, significant currency movements, political instability or civil disturbances may impact business unit performance and the achievement of organic growth targets. We may adopt an incorrect business strategy in relation to market opportunities or fail to obtain accurate and relevant competitive intelligence before entering particular international markets. Sudden or extreme changes in local conditions or in regulatory requirements may result in negative impact to financial performance, possible restrictions on future growth opportunities or potential impairments. The Group benefits from close commercial relationships with a number of key customers. The loss of one or more of these customers, or a significant deterioration in commercial terms, could have a material impact on Group profitability. Market risk Increasing competition across certain channels through high promotional activity and competitor product innovations provides an ongoing challenge. Potential adverse effect on the Group’s financial performance if we fail to adapt successfully where and when required to meet market challenges. See page 24 for more information about what makes us different 54 Glanbia plc 2014 Annual Report and Accounts • Our strategy is aimed at the continued extension of our geographic spread, focusing on key customer relationships and investment in new product development which will help to shelter the Group from short-term economic fluctuations. • The Group Operating Executive and the Board regularly assess key market trends and implications for Group performance and strategy objectives. Corrective actions are identified and implemented as required. • As an established international business, the Group already operates in many countries with differing, and in some cases potentially fast-changing, competitive, economic, social and political conditions. Detailed market knowledge is assembled using a team of internal and external experts and potential risk exposures are assessed in advance of establishing operations. • The Group has developed strong relationships with major customers by focusing on superior customer service, product innovation, quality assurance and cost competitiveness. • The Board regularly reviews its exposure to individual customers and considers the impact of potential acquisitions where relevant. • Credit exposure is actively reviewed and managed including the use of credit insurance where possible. The Group’s credit risk management policy and controls were reviewed and approved by the Audit Committee in 2014. • Continued channel and international expansion by leveraging the strength of our brands limits the impact of prolonged aggressive competitor challenges in specific areas. • Our strategy of embedding in-market sales teams allows us the opportunity to drive increased penetration of our products. • We protect our market positions through the active monitoring of the major macro trends which could impact our businesses. • Research and development expenditure is focused on value-added and customer-specific solutions in sectors where Glanbia has significant technical and market knowledge. • A new role of Chief Science & Technology Officer was created in 2014 to strengthen the focus on developing our innovation pipeline and quality systems, which will allow us to further deepen our key customer relationships and enhance our market leadership position. Strategic Priority ONE continued: Sustain current and drive further market leadership in our B2B and B2C growth platforms Risk Description Impact Mitigation Supplier risk Product safety and compliance risk Risk of not achieving an appropriate balance between sustainable milk supply and cost. Milk availability can fluctuate from quarter-to-quarter and year-to-year with resulting impacts on plant production levels. The relative whey pricing dynamic between base and high end whey can also have a significant impact when our ability to pass pricing volatility back to suppliers is constrained by competitive pressures. A breakdown in control processes may result in contamination of products and/or raw materials resulting in a breach of existing food safety legislation and potential customer or employee illness. Adverse impact on earnings. • Market pricing is continually evolving and the market environment can change 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 our milk suppliers, customers and Glanbia. • The vast majority of our existing Idaho suppliers have signed two year supply agreements with Glanbia including our revised milk price formula. • 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. Potential impacts include reputational damage, regulatory penalties or restrictions, product recall costs, compensation payments, 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 programme whereby suppliers, their processes, facilities and products are audited for conformance to Group standards; • 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 a regular basis; and • Ensuring that product liability insurance is maintained. www.glanbia.com 55 Strategic report Risk management continued Strategic Priority two: Acquire or partner with complementary businesses to grow our current portfolio Risk Description Impact Mitigation Acquisition risk The anticipated benefits of such investments may not be achieved if the Group is unable to identify suitable targets, conduct full and proper due diligence, raise the required funds, complete the transaction or properly integrate the operations of the acquired businesses. Below expected performance of the acquired business and the diversion of management attention to integration efforts could result in significant value destruction, impacting the Group’s profitability and growth objectives. • The Group has acquisition integration and partnership processes in place to monitor the integration and performance of acquired businesses and to implement corrective actions as required. • Board approval of the business case and funding requirements for all acquisitions and significant partnership arrangements is obtained. • Acquired entity management teams are typically strengthened by the transfer of experienced Glanbia managers, which assists in increasing the efficiency of integration efforts. Liquidity risk Lack of liquidity to sustain and grow the Group which in an extreme circumstance may impact on the Group’s ability to continue as a going concern. The ongoing monitoring and management of Group debt facilities is key to underpinning the liquidity requirements of the Group. See page 37 for more information about Group financing • The Group has strong ongoing relationships with debt providers. New financing arrangements are typically negotiated at least 12 months prior to expiration. • During 2014 we refinanced and increased our committed bank facilities. • Group Treasury is responsible for ensuring tight management of debt and interest rate exposures, with significant headroom maintained against current covenants. • The Board routinely reviews and approves Group financing options. Strategic Priority three: Deliver our strategic capital investment programme Risk Description Impact Mitigation Investment risk The risk of the Board making a sub-optimal capital allocation decision. Lost opportunities to maximise shareholder value. Infrastructure capacity risk Failure to deliver on planned facilities expansion. Inability to service new and existing customer requirements and potential operational efficiency impacts. • The Group manages capital by operating within defined return on capital employed metrics and debt ratios. • All significant investment and divestment decisions are considered and approved by the Board in a portfolio context to ensure that Group resources are directed to business segments and projects which will maximise overall Group performance. • All key development projects are well planned in advance of execution by dedicated and experienced teams with regular Group reporting requirements to ensure projects are delivered on time and on budget. • All business units have business continuity plans in place in the event of unexpected issues arising. Our key sites undergo regular simulation testing to ensure the operating effectiveness of our business continuity plans. 56 Glanbia plc 2014 Annual Report and Accounts Strategic Priority three continued: Deliver our strategic capital investment programme Risk Description Impact Mitigation Potential impacts include H&S risks, reputational damage, regulatory penalties and an inability to service customer requirements. Site compliance risk and environment, H&S 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 H&S regulations. The Group limits the risk of a major event impacting capital investment programmes, existing 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 third party 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; and • Maintaining a comprehensive insurance programme for all significant insurable risks and major catastrophes. Strategic Priority four: Develop talent, culture and values in line with our growing global scale Risk Description Impact Mitigation Growth targets may be at risk by failing to attract, retain and manage key personnel. 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 our key objectives. See page 44 for more information about our people See page 80 for more information about remuneration • 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 completion of the Remuneration Committee’s three year remuneration policy review which is designed to assist the Group in meeting our strategic ambitions by attracting, retaining and motivating talent. • The ‘Our Glanbia’ programme was launched in 2014 to drive enhanced employee engagement, together with a programme of global and local activities. • Our graduate recruitment programme is focused on recruiting talented, motivated, young professionals capable of developing into future business leaders. www.glanbia.com 57 Strategic report Chairman’s introduction to governance Focused on Maintaining good governance “The Board provides constructive challenge to the Group Operating Executive to create accountability for results and drive performance. Shareholder value is generated through the decisions that are taken and the strategy we pursue.” Liam Herlihy Group Chairman Dear shareholders, Maintaining and promoting high standards of corporate governance is central to my role as Group Chairman. I firmly believe that good corporate governance is essential to support the delivery of our strategic priorities. It is also a vital element of an effective board, whose primary role is to promote the long-term success of the Group. This protects the interests of shareholders and wider stakeholders in the Group, such as our employees and local communities. Your Board is committed to promoting good corporate governance and understands that a valuable and challenging board is essential to providing leadership to the Group Operating Executive. By setting goals and targets, developing strategy and establishing policies and processes, the Board enables the Group to achieve its current growth ambitions, with a view to maintaining the strong performance of recent years. COMPLIANCE WITH THE CODES Glanbia is subject to the UK Corporate Governance Code (2012) and the Irish Corporate Governance Annex (2010), collectively known as the Codes. I am happy to confirm that the Group has complied with the detailed provisions of the Codes throughout 2014, with the exception of the composition of the Board of Directors. The Board and I are happy that the alternative to following this provision is justified in our particular circumstances in keeping with good governance. A detailed description of how we have applied the principles of the Codes is set out in the Statement of Compliance on pages 100 to 109. BOARD EVALUATION The Board continually strives to improve its effectiveness and recognises that the performance evaluation process represents an annual opportunity to enhance overall board effectiveness. In 2013, we conducted an externally facilitated board evaluation. This resulted in recommendations for improving the Board’s effectiveness and these were progressed during this year. In 2014, the Board agreed that an internal board performance evaluation would be the most effective, in light of the ongoing work in relation to the 2013 externally-facilitated evaluation. The key findings of the 2014 board evaluation were: • The Board continues to be high functioning with a collaborative and professional atmosphere. • The most recently appointed members of the Board have added positively to the Board balance and mix of skills and have embedded well. • An acknowledgement that it has been a busy year for both: – the Nomination and Governance Committee with the appointment of two new Non-Executive Directors; and – the Remuneration Committee with the completion of the triennial review of remuneration and preparation for consideration of the remuneration policy at the 2015 Annual General Meeting (AGM). 58 Glanbia plc 2014 Annual Report and Accounts BOARD CHANGES During the year, the composition of the Board continued to evolve. On 13 May 2014, Jerry Liston retired as a Non-Executive Director of the Company and Chairman of the Remuneration Committee. On the same date, Donard Gaynor assumed the role of Chairman of the Remuneration Committee. On 30 May 2014, Patrick Coveney was appointed as a Non-Executive Director. Also on 30 May 2014, Brendan Hayes was re-appointed as a Non-Executive Director on behalf of Glanbia Co-operative Society Limited (the ‘Society’). On 30 September 2014, John Callaghan announced his intention to retire as a Non-Executive Director, Senior Independent Director and Chairman of the Audit Committee. He retired from the Board and these roles on 1 December 2014. On the same date, Dan O’Connor was appointed as a Non-Executive Director and assumed the role of Audit Committee Chairman. Paul Haran is the new Senior Independent Director. RE-ELECTION OF DIRECTORS In accordance with the UK Corporate Governance Code (2012), all of the Directors are subject to annual re-election by shareholders. Accordingly, each of the Directors will seek re-election at the AGM to be held on 12 May 2015 with the exception of myself, David Farrell and Patrick Gleeson, as we intend to retire at the conclusion of the AGM. Additionally in 2015, Patrick Coveney, Donard Gaynor, Paul Haran and Dan O’Connor will seek re-election at the AGM by separate resolution of the independent shareholders (i.e. all of the shareholders save the Society and its subsidiary companies). All Directors have indicated that they will abstain from voting on these separate resolutions. RELATIONSHIP AGREEMENT On 10 November 2014, Glanbia plc and the Society entered into a Relationship Agreement in accordance with the Listing Rules applicable to premium listed companies in the UK. The Relationship Agreement reiterates the commitment of both parties to reduce the size of the Board (as agreed in 2012). The Relationship Agreement also provides that the Society and Glanbia shall do everything necessary to ensure that the independence provisions referred to in the Listing Rules are satisfied at all times during the term of the Relationship Agreement. REMUNERATION AND REPORTING Our approach to remuneration has served the Group and our shareholders well over many years. It has enabled us to motivate and retain high calibre and talented management, and served to align the interests of Executive Directors and senior management with those of our shareholders. Our sustained focus on paying for performance with a high ratio of variable pay to fixed pay and the consistency with which we have applied our remuneration policy has delivered excellent business results and shareholder returns. The Executive Directors have their performance individually reviewed by the Remuneration Committee against KPIs which are set annually. The incentives payable to the Executive Directors under Glanbia’s Annual Incentive Plan and its 2008 Long Term Incentive Plan are linked directly to the results of these reviews. Key actions and progress in 2014 2013 Board evaluation recommendations Board refreshment and renewal Progress Excellent progress was made in 2014, including: • The appointment of two new Non-Executive Directors; • The appointment of a new Senior Independent Director; • The appointment of a new Audit Committee Chairman; • The appointment of a new Remuneration Committee Chairman; and • A review of Committee composition and resultant changes to the Audit Committee. The reduction in the number of Society nominated members is well signalled and is due to commence in 2016. Reduction in the number of Society nominated Board members www.glanbia.com 59 Governance Chairman’s introduction to governance continued During 2014, the Remuneration Committee carried out a detailed review of the remuneration structures in place in Glanbia. The key findings from the review were the need for: • Greater emphasis on Europe/USA as a market reference for remuneration given the global nature of the Group; • Greater linkage of Executive Director remuneration to Company performance, particularly business segment metrics, where relevant; • Increased weighting on long term incentives, with market benchmarking showing a significant shortfall, particularly when compared to the European and US markets; and • Greater alignment with shareholders/share value growth – with significant amounts linked to shares, increased shareholding requirements and increased LTIP participation below Executive Director level (both in terms of number of participants and quantum). RISK MANAGEMENT Your Board continues to place particular emphasis on monitoring risk and on a structured approach to the management of risk in the Group. The Board retains ultimate responsibility for defining the level of risk appropriate to Glanbia, while the Audit Committee has been delegated responsibility for reviewing the design and implementation of the Group’s management and internal control systems. The Risk Management report is contained on pages 50 to 57. EXTERNAL AUDITORS The regulatory regime relating to mandatory audit tendering has significantly changed in Ireland and Europe and the Audit Committee has closely monitored these developments. The Audit Committee is very satisfied with the quality of audit services provided by PricewaterhouseCoopers (PwC). As PwC have been the external Auditor of the Group since the merger of Avonmore Foods plc and Waterford Foods plc in 1997, the Audit Committee has recommended that the Group conduct an audit tender in 2015. The Audit Committee will oversee the tender of the external audit, with a view to appointing a new auditor for the 2016 audit. More information Strategic report on pages 1 to 57 Board evaluation pages 58 and 59 Board of Directors and senior management pages 64 to 68 Audit Committee report on pages 69 to 74 ENGAGEMENT WITH SHAREHOLDERS During the year, we have continued our work in promoting greater and more effective engagement with our shareholders. We have a dedicated Investor Relations team. Our Group Managing Director, Group Finance Director and Executive Directors have presented at over ten capital market conferences and held over 250 meetings globally in 2014 with various market participants. We have an active engagement programme, we report to the market on a quarterly basis, we publish our results on our website and we make webcasts on our results freely available. Paul Haran, our Senior Independent Director and I, have met with institutional investors and analysts and attended a Global Performance Nutrition Investor Day on 19 November 2014 in Aurora, Illinois, USA. Attendees got an in-depth understanding of Global Performance Nutrition with presentations from members of the senior management team. Donard Gaynor, the Chairman of the Remuneration Committee, also consulted with institutional shareholders on executive remuneration, particularly on the proposed remuneration policy being put to shareholders for consideration at the 2015 AGM. FAREWELL As announced on 28 October 2014, I will be retiring as Group Chairman at the conclusion of the AGM on 12 May 2015. The new Group Chairman will be nominated by the Society and appointed by the Board in due course. I leave in the certain knowledge that Glanbia is in great shape for the future, with a strong Board, Executive and senior management team and great people working across the organisation. Under this leadership, shareholders and other stakeholders can be confident that effective governance and good performance will continue to be a high priority. Liam Herlihy Group Chairman Nomination and Governance Committee report on pages 75 to 79 Remuneration Committee report pages 80 to 99 Statement of compliance pages 100 to 109 60 Glanbia plc 2014 Annual Report and Accounts Governance overview Board leadership and effectiveness OUR GOVERNANCE FRAMEWORK The role of our Board of Directors includes setting the strategic direction of the Group, providing strong leadership and challenge to the Group Operating Executive and reporting to the shareholders on its stewardship of the Group. The Board has a clear governance framework with defined responsibilities and accountabilities. These are designed to safeguard long-term shareholder value, through strategic execution and business performance delivery. Our governance framework supports integrated decision making and risk management. Our internal control and risk management arrangements are described on pages 51 and 52 of this report. Board of Directors Group Managing Director Audit Committee Nomination and Governance Committee Remuneration Committee Group Operating Executive Group Management Committee Group Senior Leadership Team Board committees Audit Committee Key activities: Review of Financial Statements and external Auditors’ independence, internal controls, risk management systems and the effectiveness of internal audit. Nomination and Governance 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 and keeping under review corporate governance developments to ensure Group governance practices are in line with best practice. Remuneration Committee Key activities: Review of Executive Directors’ salaries and benefits, approval of Annual Incentive targets, Long Term Incentive Plan share awards and review of Non-Executive Directors’ fees. Group management Group Operating Executive This group is comprised of the Executive Directors, the Group Secretary and the Group Human Resources & Corporate Affairs Director. Key activities: Monitoring performance and making strategic recommendations to the Board. This forum is also the Group Risk Committee. Group Management Committee This group brings together the Group Operating Executive, Business Unit Chief Executives, the Group Corporate Development Director and the Chief Science & Technology Officer and has responsibility for the delivery of Glanbia’s annual business plan and strategic priorities. Group Senior Leadership Team 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. www.glanbia.com 61 Governance Governance overview continued THE BOARD The Board held nine scheduled meetings in 2014 with Board member meeting attendance as follows: 2014 Board meeting attendance Member L Herlihy Mn Keane H Corbally S Talbot J Callaghan1 W Carroll P Coveney J Doheny D Farrell M Garvey D Gaynor P Gleeson V Gorman P Haran B Hayes2 J Liston3 Ml Keane4 H McGuire M Merrick J Murphy P Murphy D O’Connor B Phelan E Power5 Appointed 11 September 1997 24 May 2006 9 June 1999 1 July 2009 13 January 1998 26 May 2011 30 May 2014 29 May 2012 26 May 2011 12 November 2013 12 March 2013 24 May 2006 27 June 2013 9 June 2005 30 May 2014 10 June 2002 29 June 2010 1 June 2013 9 June 2005 29 June 2010 26 May 2011 1 December 2014 1 January 2013 26 May 2011 1. Retired 1 December 2014 Number of full years on the Board 17 8 15 5 16 3 Less than 1 2 3 1 1 8 1 9 3 11 6 1 9 4 3 Less than 1 2 12 2014 meeting attendance 9/9 9/9 9/9 9/9 8/8 9/9 4/6 9/9 9/9 9/9 9/9 9/9 9/9 9/9 6/6 3/3 9/9 9/9 9/9 9/9 9/9 1/1 9/9 9/9 2. Appointed 30 May 2014 having previously served three full years on the Board 3. Retired 13 May 2014 4. Appointed to the Board in 2010 having previously served two full years on the Board 5. Appointed to the Board in 2011 having previously served nine full years on the Board See pages 64 to 67 for more information on Board members Division of responsibilities The Group Chairman Liam Herlihy’s responsibility as Group Chairman is the efficient and effective working of the Board. His role is to lead and manage the business of the Board, promoting the highest standards of corporate governance and ensuring accurate, timely and clear information for the Board. He facilitates active engagement and challenge by the Board to the Group Operating Executive and conducts the annual board evaluation, both internal and external as appropriate. The Group Chairman has a strong working relationship with the Group Managing Director, Siobhán Talbot, and acts as a confidential sounding board. Liam Herlihy is also Chairman of the Nomination and Governance Committee. The Senior Independent Director Paul Haran is the Board’s Senior Independent Director and his primary role is to support the Group Chairman on all governance related matters. In addition, he specifically conducts the annual appraisal of the Group Chairman’s performance, acts as an intermediary for other Directors and ensures that the views of the Non-Executive Directors are heard. He is available to shareholders should they wish to raise any matter directly. The Group Managing Director Siobhán Talbot, Group Managing Director, is responsible for all aspects of the operation and management of the Group. She leads the corporate strategic decision making process and develops the Group strategy for Board approval. She ensures that Group policies and procedures are followed and that the business complies with relevant legislation and regulation. The Group Secretary Michael Horan, Group Secretary, assists the Group Chairman in promoting the highest standards of corporate governance. He supports the Group Chairman in ensuring Directors receive timely and clear information so that the Directors are properly equipped for robust debate and informed decision making. He is a central source of guidance and advice on policy, procedure, governance and ethics and acts as a sounding board for the Directors. He co-ordinates, when necessary, access to independent professional advice for Directors. He ensures compliance with all legal and regulatory requirements. In addition, he has responsibility for providing a high quality service on all shareholder related matters. Composition of the BOARD Non-Executive Chairman nominated by Glanbia Co-operative Society Limited Non-Executive Directors nominated by Glanbia Co-operative Society Limited Non-Executive Directors Executive Directors 62 Glanbia plc 2014 Annual Report and Accounts INDEPENDENCE The Board and Nomination and Governance Committee believe that all Non-Executive Directors demonstrate the essential characteristics of independence and bring independent challenge and deliberations to the Board; however while the Company continues to regard the Directors appointed by Glanbia Co-operative Society Limited (the ‘Society’) (the ‘Society Nominee Directors’) as meeting the criteria for independence specified in the UK Corporate Governance Code (2012), the Society Nominee Directors are not being designated as independent Directors for the purpose only of Listing Rule 9.2.2A of the United Kingdom Listing Authority (UKLA). This is to ensure consistency with the agreement reached at the Extraordinary General Meeting (EGM) held on 20 November 2012 with regard to the composition and size of the Board and allow for the planned reduction of the Society’s representation on the Board as described in the circular which was sent by the Company to shareholders on 2 November 2012 and is set out on page 79 of the Annual Report and is available to view at www.glanbia.com (Society representation on the Board). In compliance with Listing Rule 9.2.2A of the UKLA, the Company has entered into a written legally binding agreement with the Society, the only controlling shareholder, which is intended to ensure that the Society complies with the independence provisions set out in Listing Rule 6.1.4D of the UKLA (the ‘Independence Provisions’). This Relationship Agreement also provides that the governance arrangements referred to above will apply with respect to the composition and size of the Board. During 2014, the Company has complied with the Independence Provisions in the Relationship Agreement and, in so far as the Company is aware, the Society has also complied with the Independence Provisions. The Company is proposing a resolution as its forthcoming AGM to amend its Articles of Association to allow the election and re-election of independent Directors for the purpose of Listing Rule 9.2.2A of the UKLA to be conducted in accordance with the new election provisions for such Directors in the UKLA Listing Rules. KEY MATTERS RESERVED FOR THE BOARD The following are the key matters reserved for the Board: • 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 the Group’s 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 year results, interim management statements and full year 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 the 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. Directors’ tenure on board Allocation of board time Less than three years Between three and six years Between six and nine years Over nine years Strategy Operational and financial performance Corporate development Investor relations Other www.glanbia.com 63 Governance Board of Directors and senior management Group Chairman and Vice-Chairmen From left: Liam Herlihy Group Chairman Henry Corbally Vice-Chairman Henry Corbally (aged 60), Vice-Chairman, was appointed to the Board on 9 June 1999 and has served 15 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 Liam Herlihy (aged 63), Group Chairman, was appointed to the Board on 11 September 1997 and has served 17 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 former Director of both The Irish Dairy Board Co-operative Limited and Irish Co-operative Organisation Society Limited. Chair: Nomination and Governance Committee Member: Audit Committee / Remuneration Committee Martin Keane Vice-Chairman Martin Keane (aged 59), Vice-Chairman, was appointed to the Board on 24 May 2006 and has served eight 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 President of Irish Co-operative Organisation Society Limited and a Director of The Irish Dairy Board Co-operative Limited. Member: Audit Committee / Remuneration Committee Board composition The Glanbia Board is comprised of 22 members. 14 members are Non-Executive Directors nominated by Glanbia Co-operative Society Limited, including the Chairman and two Vice-Chairmen. There are four other Non-Executive Directors and four Executive Directors. 64 Glanbia plc 2014 Annual Report and Accounts Non-Executive Directors From left: Dan O’Connor Non-Executive Director Donard Gaynor Non-Executive Director Dan O’Connor (aged 55) was appointed to the Board on 1 December 2014 and has served less than one full year on the Board. Dan is a Non-Executive Director of CRH plc and is also its Senior Independent Director. Dan is also a Director of International Personal Finance plc. He is a former President and Chief Executive Officer of GE Consumer Finance Europe and a former Senior Vice-President of GE. He was Executive Chairman of Allied Irish Banks plc from November 2009 until October 2010. A fellow of the Institute of Chartered Accountants in Ireland, Dan graduated from University College Dublin with a Bachelor of Commerce and Diploma in Professional Accounting. Chair: Audit Committee Member: Nomination and Governance Committee / Remuneration Committee Patrick Coveney Non-Executive Director Patrick Coveney, (aged 44) was appointed to the Board on 30 May 2014 and has served less than one full year on the Board. He is Chief Executive Officer (CEO) of Greencore Group plc, the leading convenience foods manufacturer. Prior to becoming CEO of Greencore, Patrick served as the Group’s Chief Financial Officer for over two years. Before he joined Greencore, Patrick was Managing Partner of McKinsey & Company in Ireland. He holds an M. Phil and D. Phil from New College Oxford University, where he was a Rhodes Scholar. He also holds a Bachelor of Commerce degree (First Class) from University College Cork, where he was overall graduate of the year in 1992. Patrick served as President of the Dublin Chamber of Commerce in 2012, having been a Council member since 2003. He currently sits on the Commercial Board of Munster Rugby. Member: Audit Committee Donard Gaynor (aged 58) was appointed to the Board on 12 March 2013 and has served one full year on the Board. Donard retired in March 2012 as Senior Vice President of Strategy and Corporate Development of Beam, Inc., the premium spirits company previously 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. Chair: Remuneration Committee Member: Nomination and Governance Committee / Audit Committee Paul Haran Senior Independent Director Paul Haran (aged 57) was appointed to the Board on 9 June 2005 and has served nine full years on the Board. He is a Director of a number of companies including the Mater Private Hospital and Insurance Ireland. He also chairs 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. Paul was appointed to the Ministerial Advisory Council for Public Sector Reform for Northern Ireland during 2014. 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 and Governance Committee / Remuneration Committee www.glanbia.com 65 Governance Board of Directors and senior management continued Non-Executive Directors Directors nominated by Glanbia Co-operative Society Limited 1 5 9 2 6 3 7 10 11 4 8 Avonmore Foods plc and Waterford Foods plc merged in 1997 to form Glanbia plc. At the same time, their respective major shareholders also merged to form Glanbia Co-operative Society Limited (the ‘Society’). The Society still 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. 1 William Carroll William Carroll (aged 49) was appointed to the Board on 26 May 2011 and has served three full years on the Board. 2 Jer Doheny Jer Doheny (aged 60) was appointed to the Board on 29 May 2012 and has served two full years on the Board. Jer has completed the University College Cork Diploma in Corporate Direction. 3 David Farrell David Farrell (aged 65) was appointed to the Board on 26 May 2011 and has served three full years on the Board. 4 Patrick Gleeson Patrick Gleeson (aged 53) was appointed to the Board on 24 May 2006 and has served eight full years on the Board. He was a member of the Audit Committee between July 2011 and February 2015. He has completed the University College Dublin Diploma in Corporate Governance. 5 Vincent Gorman Vincent Gorman (aged 58) was appointed to the Board on 27 June 2013 and has served one full year on the Board. 6 Brendan Hayes Brendan Hayes (aged 54) was re-appointed to the Board on 30 May 2014 and has served less than one full year on the Board in the current term. He previously served three full years on the Board. He has completed the University College Cork Diploma in Corporate Direction. This number will reduce to eight Non-Executive Directors in 2018, more details of which are set out in the Nomination and Governance Committee report. All of the Directors nominated for appointment by the Society are full-time farmers who have significant experience of the dairy and agricultural industry. 7 Michael Keane Michael Keane (aged 62) was re-appointed to the Board on 29 June 2010 and has served four full years on the Board in the current term. He previously served two full years on the Board. 8 Matthew Merrick Matthew Merrick (aged 63) was appointed to the Board on 9 June 2005 and has served nine full years on the Board. He was a member of the Audit Committee between July 2011 and February 2015. He has completed the University College Dublin Diploma in Corporate Governance. 9 John Murphy John Murphy (aged 52) was appointed to the Board on 29 June 2010 and has served four 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. 10 Patrick Murphy Patrick Murphy (aged 56) was appointed to the Board on 26 May 2011 and has served three full years on the Board. 11 Eamon Power Eamon Power (aged 60) was re-appointed to the Board on 26 May 2011 and has served three full years on the Board in the current term. He previously served nine full years on the Board. He has completed the University College Cork Diploma in Corporate Direction. 66 Glanbia plc 2014 Annual Report and Accounts Group operating Executive From left: Hugh McGuire CEO Global Performance Nutrition Siobhán Talbot Group Managing Director Hugh McGuire (aged 44) 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 (CEO) of Global Performance Nutrition since 2008. Prior to that he held a number of senior management roles in the Group. 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 an M.Sc. in Food Science. He has a Diploma in Finance from the Association of Chartered Certified Accountants. Brian Phelan CEO Global Ingredients Brian Phelan (aged 48) was appointed as Chief Executive Officer Global Ingredients on 1 June 2013. He was appointed to the Board on 1 January 2013 as Group Development and Global Cheese Director. Brian was previously Group Human Resources & Operations Development Director. He is the Chairman of Southwest Cheese Company, LLC. 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. Siobhán Talbot (aged 51) 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 and 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, Ireland 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. Michael Horan Group Secretary Michael Horan (aged 50) 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. Mark Garvey Group Finance Director Mark Garvey (aged 50) 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. 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. Michael Patten Group Human Resources & Corporate Affairs Director Michael Patten (aged 52), is Group Human Resources and Corporate Affairs Director and has responsibility for Group human resources, strategic leadership of the Group’s global reputation, public affairs and sustainability agenda. Prior to joining Glanbia, Michael was Global Public Affairs Director with Diageo plc. He previously served with Glanbia plc as Director of Communications. Michael holds a BA in Communication Studies from Dublin City University and is an Honorary Life Fellow of the Public Relations Institute of Ireland. www.glanbia.com 67 Governance Board of Directors and senior management continued Group management committee Back Row (left to right) Patrick O’Riordan Chief Science & Technology Officer Jerry O’Dea CEO and President Ingredient Technologies Patrick O’Riordan (B.Sc., Ph.D.) (aged 40), is Chief Science & Technology Officer responsible for co-ordinating the commercial innovation agenda of the Group. Prior to joining Glanbia, Patrick was Innovation & Insights Director for Lion Dairy & Drinks Pty Ltd in Australia. He previously worked with Anheuser-Busch Inbev (ABI) where he was ultimately Head of Global Innovation based in New York. Patrick also worked with the CSIRO, Australia’s national science and technology research agency. Paul Vernon CEO Glanbia Cheese Limited Paul Vernon (aged 54) was appointed to the Group Management Committee in December 2013 and is 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 HP Foods, a leading FMCG company based in Great Britain. Jim Bergin CEO Glanbia Ingredients Ireland Limited Jim Bergin (B.Comm., M.Sc. Management Practice) (aged 52) is Chief Executive of Glanbia Ingredients Ireland Limited, an associate of the Group. He was appointed to this role in 2012 (having previously been CEO of Dairy Ingredients Ireland). He has worked for the Glanbia plc Group between 1984 and 2012 and has held a number of senior positions during that time. Colin Gordon CEO Consumer Products Colin Gordon (BBS, MBS, FMII) (aged 53) has been 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. Jerry O’Dea (B. Sc. Dy., MBA) (age 55), is President and Chief Executive of 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 Ingredient Technologies in 2008. Front Row (left to right) Tom Tench Group Corporate Development Director Tom Tench (aged 44), is the Group Corporate Development Director. 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 industry. Tom also served for ten years as an officer in the US military. Raimund Hoenes CEO Customised Solutions Raimund Hoenes (Ph.D., M.Sc.) (aged 48), 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. Colm Eustace CEO Agribusiness Colm Eustace (B.Ag. Sc., C. Dip. AF., MBA) (aged 53) has been Chief Executive of Agribusiness since 2006. He joined the Group in 1985 and has held a number of senior positions since 1997 within Agribusiness. 68 Glanbia plc 2014 Annual Report and Accounts Audit Committee report Protecting and enhancing shareholder value “The Audit Committee believes that effective governance of risk within the Board’s defined risk appetite is a critical aspect of protecting and enhancing shareholder value.” Dan O’Connor Audit Committee Chairman Dear shareholder, I am very pleased to present the Audit Committee report for 2014, my first as the Glanbia Audit Committee Chairman following the retirement of John Callaghan in December 2014. During the year, the Audit Committee devoted significant time to fulfilling its key oversight responsibilities including: • Monitoring the integrity of the Group’s financial reporting; • Assessing the effectiveness of the internal and external audit processes; and • Reviewing the design and implementation of the Group’s systems of risk management and internal control. This involved engaging regularly with management, Internal Audit and the external Auditors to ensure the information the Committee receives is timely and accurate, thereby enabling the Committee to discharge its duties effectively. The Committee has performed a detailed review of both the financial and non-financial information contained in the Group’s Annual Report. It is satisfied that the report presents a fair, balanced and understandable assessment of the Group’s position and prospects. It also provides the information necessary for shareholders to assess the Group’s strategy, business model and performance. We have endeavoured to ensure that the key messages are clearly called out throughout the document and that consistency exists between the front and back sections of the report. To assist in the process of supporting the fair, balanced and understandable statement I requested the Group Head of Internal Audit to prepare a report for the Committee setting out the key considerations in arriving at the statement. The Committee is aware of the changing nature of the Board’s responsibility for monitoring risk management and internal control systems on an on-going basis and for conducting a robust assessment of the principal risks, including those relating to solvency and liquidity. We believe that our determination over the past number of years to embed a robust risk identification and assessment process across the Group positions us well to ensure conformance with the enhanced requirements. The Committee will continue to keep our systems of risk management and internal control under regular review and will maintain our programme of receiving presentations directly from Group senior management to ensure that the principal risks and challenges faced by the business are fully understood and managed appropriately. While the Committee is satisfied that the current external Auditors are both independent and objective, it has been agreed with the Board that the Group audit will be put out to tender for the year commencing 3 January 2016. This follows the finalisation of the EU audit sector reforms and a detailed review of their impact on Glanbia, together with an examination of market practice in Ireland and the UK. I will oversee this tender process on behalf of the Committee to ensure it is conducted in a fair and objective manner. The Committee has agreed the scope, assessment criteria and timing of the request for proposal (RFP) process. Ultimately the Committee, following participant presentations, will make the final recommendation to the Board. On behalf of the Audit Committee Dan O’Connor Audit Committee Chairman www.glanbia.com 69 Governance Audit Committee report continued Governance The Audit Committee was in place throughout 2014. MEMBERSHIP Allocation of time Non-Executive Chairman Non-Executive Directors nominated by Glanbia Co-operative Society Limited Non-Executive Directors Financial and corporate governance updates External Auditors Risk management and internal control systems Internal Audit Other As of 24 February 2015, the Committee comprises seven 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 78 of the Nomination and Governance Committee report). 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 and Governance Committee for consideration and onward recommendation to the Board. A number of changes have occurred to the membership of the Committee in 2014 and to date in 2015, as referenced in the Chairman’s introduction to governance and as outlined in the 2014 Audit Committee meeting attendance table below. The terms of reference of the Audit Committee, which outline the key roles and responsibilities of the 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 2014. 2014 Committee meeting attendance There were four scheduled meetings of the Audit Committee during the year ended 3 January 2015. 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. Audit Committee as of 24 February 2015 Member D O’Connor (B.Comm, FCA) P Coveney (B.Comm, M.Phil, D.Phil) D Gaynor (FCA) P Haran (B.Sc., M.Sc.) L Herlihy Mn Keane H Corbally Appointed 1 December 2014 30 September 2014 24 February 2015 9 June 2005 8 June 2001 29 June 2010 7 July 2005 2014 Audit Committee meeting attendance Member J Callaghan (FCA, FIB) D O’Connor (B.Comm, FCA) L Herlihy Mn Keane H Corbally P Coveney (B.Comm, M.Phil, D.Phil) P Gleeson P Haran (B.Sc., M.Sc.) J Liston (B.A., MBA) M Merrick Resigned 1 December 2014 Appointed 13 January 1998 1 December 2014   8 June 2001   29 June 2010   7 July 2005   30 September 2014   26 July 2011 9 June 2005   10 June 2002 26 July 2011 24 February 2015 13 May 2014 24 February 2015 Number of full years on the Committee 16 Less than 1 13 4 9 Less than 1 3 9 11 3 2014 meeting attendance 3/4 0/0 4/4 4/4 4/4 1/1 4/4 4/4 1/1 4/4 See pages 64 and 65 for more information on current Audit Committee members 70 Glanbia plc 2014 Annual Report and Accounts Key matters considered by the Committee in 2014 At our meetings during 2014 and to date in 2015, the Committee considered, amongst other matters, the following: Financial reporting • Reviewed the Group’s half-year results and 2014 Annual Report by considering and challenging (where appropriate) the Group’s accounting policies and key judgement areas; • Reviewed a report from the Group Head of Internal Audit on the key considerations supporting our fair, balanced and understandable statement; • Considered any potential indicators of impairment to goodwill and other intangible assets and the appropriateness of the going concern basis in preparing the 2014 Financial Statements; • Considered the extent of rebate and deduction claims across the Group where the amounts payable or receivable can vary depending on the arrangements made with individual customers or suppliers and the volume of trade. This included understanding the basis behind any significant year end provisions to ensure they were adequate and appropriate; • Reviewed reports from management and the external Auditors on accounting, financial reporting, treasury and taxation issues; • Reviewed the accounting disclosures and asset/liability valuations relating to the acquisitions of Nutramino Holding ApS and The Isopure Company, LLC; • Reviewed the status of the various legal claims and disputes the Group is party to including management’s calculations and assumptions utilised in determining whether the provisions held are adequate and appropriate; • Reviewed the Group’s policy of highlighting significant items within the Group’s results as exceptional items where warranted by virtue of their scale and nature; • Received a report on the effectiveness of the Group’s financial reporting controls and systems of risk management and internal control from the Internal Auditors; • Considered the Directors’ Responsibility Statement and the principal risks and uncertainties of the Group within the 2014 Annual Report and the half-year results; • Considered the impact to the Group of recent corporate governance updates, IFRS reporting developments and regulator commentary; • Considered our obligations with regard to the new viability statement required for accounting periods beginning 1 October 2014; and • Recommended the approval of the Group’s half-year results and 2014 Annual Report to the Board. 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 on the Glanbia Risk Management System, an external independent measurement of Group- wide operational and risk management procedures; and • Approved the revised Group Credit Control policy including the Group authorisation matrices for approving uninsured credit limits, authorising credit notes and for assigning customer risk categories. Internal Audit • Held a private review meeting with the Group Head of Internal Audit; • Received presentations 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 work plan; 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 to be adequate. 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 2014 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. This included a review of external audit tendering requirements, best practice guidance and market practices in Ireland and the UK; 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; and • Considered members’ independence and recent and relevant financial expertise, all of which were deemed appropriate. www.glanbia.com 71 Governance Audit Committee report continued 2014 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 has 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 104. 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 2014 Financial Statements. 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 2014 Financial Statements and how these were addressed are outlined below: 2014 Significant financial reporting judgements and disclosures How the Audit Committee addressed these matters Impairment review of goodwill and intangibles • 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, cash flow 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 considered input received from both the Internal and external Auditors; • The Committee constructively challenged assumptions used to support short and long term projections, with consideration of different scenarios and key assumptions used within the respective reviews; and • Following these discussions, the Committee is satisfied that the impairment review approach, disclosures in note 15, key assumptions and conclusions are appropriate. Acquisition accounting • The Committee reviewed external professional advice obtained to support the accounting treatment adopted; and • The Committee discussed with management and the external Auditors the accounting treatment for newly acquired businesses and was satisfied that the treatment in 2014 was appropriate. Further details of the business combinations undertaken in 2014 are included in note 36 to the financial statements. Pension disclosures and key assumptions • 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 area of elevated audit risk; • The Committee considered the work of the external Auditor in assessing the reasonableness of the actuarial assumptions used; 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 and obtained an update from management on the outcome of any tax authority reviews conducted during the financial period; • The Committee reviewed external professional advice obtained to support the year end provisions; • The Committee discussed the basis 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. 72 Glanbia plc 2014 Annual Report and Accounts   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 recent corporate governance updates, IFRS reporting developments and regulator commentary. 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 meeting was held following the 2013 audit process and again in February 2015 following the completion of the 2014 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 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. The Committee also considers the performance of the external Auditors, including audit partner rotation requirements, each year and assesses their independence on an on-going basis. In line with regulatory requirements for listed companies, 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. The Committee believes that rotation ensures a fresh review without sacrificing industry knowledge. 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 regular reviews 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. The primary non-audit related services provided by the Auditors during the year were in respect of due diligence and taxation work for potential acquisitions and a broad range of Group tax consulting advice. PricewaterhouseCoopers were considered to be best placed to provide these services and the Committee reviewed the steps taken to ensure that these non-audit services would not impair their independence. Percentage of statutory audit and other assurance services versus tax advisory and other non-audit services 34% 43% 56% 66% 57% 44% 2014 2013 2012 0% 50% 100% Statutory audit and other assurance services Tax advisory and other non-audit services In the 2013 Annual Report we reported that the Committee, while satisfied with the independence and objectivity of the current external Auditors, was 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. Despite the Committee taking some corrective measures no substantial improvement in the audit to non-audit fee ratio occurred in 2014. This was primarily because of due diligence and taxation costs associated with acquisition activities which had commenced prior to the Audit Committee committing to substantially reduce the provision of any new due diligence services by PricewaterhouseCoopers. The Committee has ensured that any subsequent material due diligence services were not provided by PricewaterhouseCoopers and will continue to monitor the type and level of services provided to prevent any perceived or actual impact to the Auditors’ independence. www.glanbia.com 73 Governance In January 2015 a request for information (RFI) was issued to five of the largest audit firms. The RFI was designed to cover their capability to conduct the audit and other specialist services provided by accounting firms to the Group. In February 2015, the Committee decided, based on the responses received, that three firms would be invited to participate in the detailed RFP with the participants limited to those providers that, in the Committee’s opinion, were best placed to audit an expanding global group. The Committee also approved the RFP documents including scope, assessment criteria and timing together with the type and extent of information to be made available to tenderers through information packs, meetings and presentations. It is intended that the RFP documents will be issued to the shortlist of invited firms in March 2015 with the entire process to be completed by the end of June 2015. Key site visits will be held for participants including site management presentations. The Committee believes that this time investment should promote strong bidder engagement and allow effective participant presentations to the Audit Committee in June 2015. Audit Committee report continued Audit appointment and tendering PricewaterhouseCoopers have been the Group’s Auditors since the merger of Avonmore Foods plc and Waterford Foods plc in September 1997 (17 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. Following the finalisation of EU audit reform legislation in 2014 the Committee fulfilled its commitment to conduct a detailed review of the provisions of the legislation and their impact on the Group, along with the audit tendering recommendations contained in the 2012 edition of the UK Corporate Governance Code, the Financial Reporting Council (FRC) Guidance for Audit Committees and market practice in Ireland and the UK. At the completion of our review the Committee recommended to the Board that the external audit should be put out to tender, a process not previously undertaken by the Group, for the year commencing 3 January 2016. It was also recommended that the incumbent auditor, PricewaterhouseCoopers, would not be invited to tender given the recent EU audit reform legislation which limits audit tenure. 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 on-going external audit service. The Committee has agreed that the Audit Committee Chairman will oversee the process, with operational matters being delegated to the audit tender project managers, the Group Financial Controller and Group Head of Internal Audit under the guidance of the Group Finance Director. 74 Glanbia plc 2014 Annual Report and Accounts Nomination and Governance Committee report Enabling the board to manage an expanding business “The Committee reviews the composition and balance of the Board and Group Operating Executive on a regular basis to ensure that Glanbia has the right structure, skills and diversity of experience in place for the effective management of the Group’s expanding business.” Liam Herlihy Nomination and Governance Committee Chairman Dear shareholder, I am pleased to present to you the Nomination and Governance Committee report for 2014. This year has seen further significant changes to the Board, with the retirement of both Jerry Liston and John Callaghan. Jerry and John have served on our Board with distinction for 11 and 16 years respectively. Both Jerry and John brought considerable experience and expertise to their roles and made a significant contribution to the development of the Group. The retirement of Jerry and John from the Board has given us the opportunity to appoint new Non-Executive Directors. Amrop Strategis, who specialise in the recruitment of high calibre non-executive directors, was engaged to assist in this process, which resulted in us securing the appointment of two new Non-Executive Directors, Patrick Coveney and Dan O’Connor, to succeed Jerry and John on their retirement from the Board. In conjunction with these appointments, we reviewed our Committee composition and made a number of changes including the appointment of Paul Haran as Senior Independent Director. Brendan Hayes also returned to the Board. Brendan was nominated by Glanbia Co-operative Society Limited (the ‘Society’). We have also extended the scope of the terms of reference of the Committee to include corporate governance and the Committee has been renamed the Nomination and Governance Committee. The following pages provide more details on the roles and responsibilities of the Nomination and Governance Committee and our highlights and achievements during 2014. I am available at any time to discuss any concerns that any shareholder may wish to raise. On behalf of the Nomination and Governance Committee Liam Herlihy Nomination and Governance Committee Chairman www.glanbia.com 75 Governance Nomination and Governance Committee report continued Our 2014 Highlights • Considered the effect on the composition and balance of the Board arising from the retirement of Jerry Liston and identified the requirement for an independent candidate with the appropriate experience of building operations of scale on an international basis, resulting in the appointment of Patrick Coveney as a Non-Executive Director; • Considered the effect on the composition and balance of the Board arising from the retirement of John Callaghan and identified the requirement for an independent candidate with recent relevant accounting experience, resulting in the appointment of Dan O’Connor as a Non-Executive Director; • Considered the nomination by the Society of Brendan Hayes as Non-Executive Director; • Considered and recommended changes to Board Committee composition following the new Non- Executive Director appointments and retirement of existing Non-Executive Directors; and • Recommended the appointment of Paul Haran as Senior Independent Director to replace John Callaghan on his retirement from the Board. 2014 Committee meeting attendance Number of full years on the Committee 6 13 12 December 2014 Less than 1 9 11 12 December 2014 Less than 1 Member L Herlihy J Callaghan1 D Gaynor P Haran J Liston2 D O’Connor Appointed 05 June 2008 08 June 2001 09 June 2005 10 June 2002 2014 Meeting attendance 7/7 7/7 0/0 7/7 3/3 0/0 1. Retired 1 December 2014 2. Retired 13 May 2014 See pages 64 and 65 for more information on current Nomination and Governance Committee members Governance The Committee was in place throughout 2014. 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 be chaired by the Senior Independent Director, Paul Haran. 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. • Keeping the extent of Directors’ other interests under review to ensure that the effectiveness of the Board is not compromised. • Keeping under review corporate governance developments with the aim of ensuring that the Group’s governance policies and practices continue to be in line with best practice. • Ensuring that the principles and provisions set out in the UK Corporate Governance Code and the Irish Corporate Governance Annex (and any other governance code that applies to the Company) are observed where appropriate. • Reviewing the disclosures and statements made in the corporate governance report to shareholders. The full terms of reference of the Nomination and Governance Committee can be found on the Group’s website: www.glanbia.com or can be obtained from the Group Secretary. membership Allocation of committee time Non-Executive Chairman nominated by Glanbia Co-operative Society Limited Non-Executive Directors Board and Committee composition Succession planning Board effectiveness Other 76 Glanbia plc 2014 Annual Report and Accounts Activities during 2014 The principal activities undertaken by the Committee in 2014 are as follows. Appointment of new Non-Executive Directors During 2014, the Committee continued to focus on the search for new Non-Executive Directors as the phased refreshment of the Board progressed. When recruiting Non-Executive Directors, the Committee evaluates the particular skills, knowledge, independence, experience and diversity that would benefit and balance the Board most appropriately for each appointment. Amrop Strategis was engaged to ensure that the widest possible pool of candidates was available from which to select. They are signatories to the Voluntary Code of Conduct for Executive Search Firms and other than assisting the Group with certain other senior executive searches do not have any other connection with the Group. Career profiles for potential Non-Executive appointees were considered by the Committee and candidates were shortlisted for consideration on merit and against objective criteria, after assessing their relevant qualifications and time commitments. After consideration, the Committee was pleased to recommend to the Board the appointment of Patrick Coveney and Dan O’Connor as Non-Executive Directors. Patrick Coveney was appointed to the Board on 30 May 2014 and Dan O’Connor was appointed to the Board on 1 December 2014. The Board considered that these appointments achieved the aim of appointing a Non-Executive Director with significant experience of building operations of scale on an international basis and a Non-Executive Director with recent relevant accounting experience. The Committee also recommended the re-appointment of Brendan Hayes as a Non-Executive Director. The Committee noted his nomination by the Society and the experience and suitability of Brendan and recommended his appointment to the Board of the Company. This was subsequently approved by the Board on 30 May 2014. The Committee did not use an external search consultancy or open advertising for the appointment of Brendan as it was not deemed necessary. Liam Herlihy has indicated that he will step down as Group Chairman following the conclusion of the 2015 Annual General Meeting (AGM). The Society has indicated that David Farrell and Patrick Gleeson will both retire as Directors of the Society from the conclusion of the Society’s AGM and accordingly David and Patrick will not be seeking re-election at the 2015 AGM of the Company and will retire as Non-Executive Directors immediately following the conclusion of the AGM. Relationship Agreement with the Society In compliance with Listing Rule 9.2.2A of the United Kingdom Listing Authority (UKLA), the Company has entered into a written legally binding agreement with the Society which is intended to ensure that the Society complies with the independence provisions set out in Listing Rule 6.1.4D of the UKLA. This Relationship Agreement also provides that the governance arrangements set out on page 79 will apply with respect to the composition and size of the Board. These provisions mirror exactly the Board governance arrangements described in the circular which was sent by the Company to shareholders on 2 November 2012 and approved at the Extraordinary General Meeting (EGM) held on 20 November 2012. While the Company continues to regard the Directors nominated by the Society (the ‘Society Nominee Directors’) as meeting the criteria for independence specified in the UK Corporate Governance Code (see page 78), the Society Nominee Directors are not being designated as independent Directors for the purpose only of Listing Rule 9.2.2A of the UKLA. This is to ensure consistency with the agreement reached in 2012 with regard to the composition and size of the Board and allow for the planned reduction of the Society’s representation on the Board as agreed and set out on page 79. The re-election of the Society Nominee Directors shall not therefore require separate approval by independent shareholders. Board and committee changes The Board’s proactive approach to the refreshment of the Board of the Company has resulted in orderly changes in the composition of the Board and its Committees on the recommendation of the Committee which are set out below. Jerry Liston did not stand for re-election at the AGM in May 2014 after 11 years of service and John Callaghan retired on 1 December 2014 as a Non-Executive Director, Audit Committee Chairman and Senior Independent Director after 16 years service. Paul Haran succeeded John Callaghan as Senior Independent Director on 1 December 2014, and the Board has confirmed that he continues to demonstrate the characteristics of independence in carrying out his role on the Board (see page 78). Donard Gaynor succeeded Jerry Liston as Chairman of the Remuneration Committee on 13 May 2014 and Dan O’Connor succeeded John Callaghan as Chairman of the Audit Committee on 1 December 2014. www.glanbia.com 77 Governance Nomination and Governance Committee report continued Patrick Coveney was appointed to the Audit Committee with effect from 30 September 2014. Dan O’Connor was appointed to the Remuneration Committee with effect from 1 December 2014. Donard Gaynor and Dan O’Connor were appointed to the Nomination and Governance Committee with effect from 12 December 2014. Additionally, at a meeting of the Committee held on 13 January 2015, consistent with the changes referred to above the Committee recommended that the Board revise the composition of the Audit Committee so that its membership comprised only independent Non-Executive Directors, the Group Chairman and Vice-Chairmen, bringing its membership in line with the recommendations of the UK Corporate Governance Code. Matthew Merrick and Patrick Gleeson therefore both resigned from the Audit Committee on 24 February 2015 and Donard Gaynor was appointed. 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-appointments, will be subject to a rigorous review by the Committee after the initial three year period and annually after six years. The changes referred to above are part of the 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: Review of Non-Executive Directors’ independence in accordance with the guidance in the UK Corporate Governance Code (2012) and the Irish Corporate Governance Annex (the ‘Codes’) The Board evaluation and review process considered the independence of each of the Non-Executive Directors, taking into account their integrity, their objectivity and their contribution to the Board and its Committees. The Board is of the view that the following behaviours are essential for a Non-Executive Director to be considered independent: • provides an objective, robust and consistent challenge to the assumptions, beliefs and views of senior management and the other Directors; • questions intelligently, debates constructively and challenges rigorously and dispassionately; • acts at all times in the best interests of the Company and its shareholders; and • has a detailed and extensive knowledge of the Company and the Group’s business and of the market as a whole which provides a solid background in which they can consider the Company and the Group’s strategy objectively and help the Executive Directors develop proposals on strategy. The Board and Committee believe that all Non-Executive Directors demonstrated the essential characteristics of independence and brought independent challenge and deliberations to the Board. The Committee’s review took into consideration the fact that Paul Haran has served on the Board for more than nine years (five and a half years of which coincide with the Group Managing Director’s tenure, the longest co-terminous period with a current Executive Director) and that 14 of the Non-Executive Directors are nominated by the Society, both of which the Codes state could be relevant to the determination of a Non-Executive Director’s independence. 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 the Director’s character as set out above. The Committee concluded that both Paul Haran and the Society Nominee Directors continue to demonstrate the essential characteristics of independence and brought independent challenge and deliberations to the Board through their character and objectivity; however notwithstanding this, the Society Nominee Directors are not being designated as independent directors for the purpose only of Listing Rule 9.2.2A of the UKLA. Mr Haran was considered to be independent. This conclusion was presented to and agreed by the Board. The Board agreed that Paul Haran should remain on the Board for the foreseeable future in order to maintain a degree of certainty and smooth handover of Board and Committee experience and knowledge and help to integrate the recently appointed independent Non-Executive Directors and new Group Chairman following the AGM. This decision was subject to a rigorous review in line with the new policy on the appointment of independent Non-Executive Directors. Re-election of Directors The Committee continues 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. All Directors were re-elected at the 2014 AGM, with the exception of Jerry Liston, who was not put forward for re-election as he had indicated his intention to retire at the commencement of the AGM. All Directors are seeking re-election at the 2015 AGM, with the exception of Liam Herlihy, David Farrell and Patrick Gleeson who have indicated their intention to retire at the conclusion 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 discharge their respective duties and responsibilities effectively. This was supported by the formal performance evaluation of the Board, the outcome and recommendations of which are set out on page 58. 78 Glanbia plc 2014 Annual Report and Accounts Glanbia Co-operative Society Limited – Right to nominate 14 of the Company’s Directors The Society currently owns 41.2% 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 ten 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 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. Additionally in 2015, each of Patrick Coveney, Donard Gaynor, Paul Haran and Dan O’Connor will seek re-election at the AGM by separate resolution of the independent shareholders (i.e. all of the shareholders save the Society and its subsidiary companies). We believe that sufficient biographical and other information on those Directors seeking re-election is provided in this Annual Report to enable shareholders to make an informed decision. 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 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. Succession The Committee has continued its work on planning for Board and oversight of Senior Executive succession. The Committee continues to actively consider succession and has an appropriate dialogue with the Board and the Chairman in this regard. Review of Nomination and Governance 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. www.glanbia.com 79 Governance Remuneration Committee report Setting new remuneration policy for continued performance delivery “The remuneration strategy is to ensure that Glanbia has in place a policy and structure that meets Glanbia’s strategic business ambitions and also attracts, retains and motivates key talent to deliver long term sustainable shareholder value.” Donard Gaynor Remuneration Committee Chairman Dear Shareholder, I am very pleased to present the Remuneration Committee report for 2014, my first as the Glanbia Remuneration Committee Chairman following the retirement of Jerry Liston at the 2014 Annual General Meeting (AGM). Strategy and performance The Group has delivered another strong performance in 2014, building on the momentum of recent years. This is the fifth successive year of double digit increases in adjusted earnings per share (EPS) on a constant currency basis which, at 10.1%, was at the upper end of market guidance. 2014 Performance outcomes The variable elements of our Executive Directors’ remuneration, which consists of an Annual Incentive and a Long Term Incentive Plan (LTIP), are designed to reward Directors for performance. The Annual Incentive is based on a combination of personal objectives, year-on-year growth in annual adjusted EPS on a constant currency basis and a strong closing debt/adjusted EBITDA ratio. As a result, the Executive Directors were awarded an Annual Incentive of up to 87.5% of Base Salary of which 75% will be paid in cash with the balance of up to 12.5% deferred into shares deliverable in two years, subject to a claw back condition. Share awards in 2012 under the 2008 Long Term Incentive Plan (2008 LTIP) in respect of performance in the three year period to 3 January 2015 are based on growth in annual adjusted EPS on a reported basis, the Group’s relative total shareholder return (TSR) measured against a peer group of 12 other international food and nutritional companies and return on capital employed (ROCE). Glanbia’s performance against the outlined conditions has been independently verified by external advisers on behalf of the Remuneration Committee. The outcome for annual adjusted EPS on a reported basis is set out on page 92 and shows that actual performance (14.88%) exceeded maximum expected performance under the 2008 LTIP (10.38%) over the performance period 2012-2014. Over the last three years TSR performance has delivered an increase of 188.44%, placing Glanbia in the top quartile of its peer group. The ROCE achieved was 13.9% which exceeded maximum expected performance of 13.5% over the three year performance period. As a result share awards granted to Executive Directors in 2012, under the 2008 LTIP will vest in full no earlier than 30 August 2015, being the three year anniversary of their grant. This is the third consecutive year for which share awards will vest in full. Arising from amendments approved by shareholders at the 2012 AGM the final vesting of the 2012 share awards will be subject to a post vesting holding period of one year. The tables on pages 90 and 91 set out a summary of the remuneration earned by Executive Directors in respect of performance for 2014 and those share awards which will vest with Executive Directors in respect of performance in the three year period to 3 January 2015. 80 Glanbia plc 2014 Annual Report and Accounts Executive Remuneration Policy and Design Review 2015-2017 Executive remuneration policy and design is reviewed by the Remuneration Committee on a three year basis. It was last reviewed in 2011, changes were implemented at the beginning of 2012 (with shareholder support of 97%) and that policy ran to the end of 2014. During the course of 2014, the Remuneration Committee carried out a further review, with changes proposed to be implemented during 2015 (with related shareholder resolutions to be put forward at the 2015 AGM) and the new policy and design expected to run to the end of 2017. In terms of the overall context of the review, it is considered that Glanbia has evolved significantly from the Company that was reviewed in 2011. The Group has achieved strong growth and has a stated ambition for this growth to continue for the next number of years. With the restructuring of the Group in 2012 and the establishment of the two key global growth platforms within a portfolio of four business segments, the strategic focus and direction of the Group is clear and has driven an increase in share price since the restructuring of 58.1%. In addition the shareholder base has altered in the period with the largest shareholder, Glanbia Co-operative Society Limited (the ‘Society’) having reduced its shareholding from 54.3% to 41.2%. An ongoing focus on business segments, as well as the overall Group is extremely important in driving performance underpinned by a valued and effective management team. In light of this, the key question underpinning the 2014 review was: “What does Glanbia need in terms of a remuneration policy and structure to meet its strategic business ambitions and attract, retain and motivate key talent?” In terms of the key findings of the policy review, it is considered that there should be: • Increasing emphasis on the global nature of the Group as a market reference for remuneration; • Greater linkage of Executive Director remuneration to Company performance, particularly business segment metrics, where relevant; • Increased weighting on long term incentives, with market benchmarking reflecting trends towards Europe and USA markets; and • Greater alignment with shareholders/share value growth – with significant amounts linked to shares, increased shareholding requirements and increased LTIP participation below executive director level (both in terms of number of participants and quantum). Details of these changes are explained further on pages 83 to 88. Non-Executive Director Remuneration Policy As part of the overall policy review the Board is planning modest increases in 2015 to the base fee paid to Non- Executive Directors, as well as the premium paid to Committee chairmen and the Senior Independent Director. Disclosure We believe that the proposed remuneration policy and structure, which has been unanimously approved by the Remuneration Committee and the Board, supports shareholder value creation, is aligned to our key strategic imperatives and through this report is transparent. This remuneration 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 Company performance. Glanbia is mindful that it is an Irish incorporated Company 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. Best practice and regulatory requirements in the area of remuneration in the UK have been evolving over recent years. In 2013, significant new legislative requirements were brought into force in the UK in relation to executive remuneration by the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations (the “2013 UK Regulations”). While as an Irish incorporated company, Glanbia is not subject to those UK regulatory requirements, the Group has sought to apply the new requirements on a voluntary basis to the extent possible under Irish law. Shareholder engagement The Remuneration Committee acknowledge and listen to the views of the Company’s shareholders and have taken account of their opinions in formulating the remuneration principles, the remuneration policy and this remuneration report. Indeed, the Remuneration Committee has engaged extensively with its larger institutional shareholders and voting guidance services in relation to the proposed policy changes. During this consultation all shareholders, including the Society, were supportive with no material issues raised. A number of small changes to the remuneration policy were adopted arising from the consultation process. Voting An advisory non-binding resolution to approve the remuneration policy for the period 2015-2017 and an advisory non-binding resolution to approve this Remuneration Committee report will be put to the AGM on 12 May 2015 together with an ordinary resolution to approve amendments to the 2008 LTIP. I thank you for your continued support. I would also like to take this opportunity to thank the members of the Remuneration Committee for their commitment during what proved to be a very busy and productive year. Donard Gaynor Remuneration Committee Chairman www.glanbia.com 81 Governance Remuneration Committee report continued Key responsibilities of the Remuneration Committee • 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. • 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 Remuneration Committee was in place throughout 2014. Donard Gaynor has been Chairman of the Remuneration Committee since the 2014 AGM. 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. The position of Group Human Resources Director was vacant for most of the year with a new appointment made on 11 December 2014. The Group Managing Director assumed responsibility during the time the position was vacant. Our 2014 highlights • Completion of the executive remuneration policy and design review. The steps taken by the Remuneration Committee in relation to the remuneration policy and design review included the following: - Considered the key business needs and forward looking strategic plan; and - Determined an appropriate population of comparative companies in the food industry in Europe and the USA, and reviewed their practice and quantum of reward versus Glanbia practice. • Reviewed pay principles including: - - - - the balance of fixed and short/long term elements of pay; the current market practice structure of pay and reward (Ireland, Europe and USA); the current market practice of the design of variable pay plans (Ireland, Europe and USA); the current trends and best governance practice (Ireland, Europe and USA); - modelling the remuneration outcomes and the associated costs; and - consulting with shareholders and governance agencies. • Reviewed the outcomes of Company performance and personal targets under the 2013 Annual Incentive scheme for the Group Operating Executive and the business unit CEOs and approved the payment of such Annual Incentives including the level of deferral. • Reviewed and approved the vesting level for share awards granted in 2011 under the 2008 LTIP. • Reviewed and approved all share awards made under the 2008 LTIP during 2014 taking into account the total value of share awards under the 2008 LTIP. • Reviewed the UK disclosure requirements and the Company’s voluntary implementation of many of the requirements in these regulations. membership Allocation of time Non-Executive Chairman Non-Executive Directors nominated by Glanbia Co-operative Society Limited Non-Executive Directors Framework and policy Total compensation package Annual incentive Long Term Incentive Plan Other 82 Glanbia plc 2014 Annual Report and Accounts 2014 Remuneration Committee meeting attendance Member D Gaynor J Liston1 L Herlihy Mn Keane H Corbally J Callaghan2 P Haran D O’Connor Appointed 13 May 2014 10 June 2002 8 June 2001 29 June 2010 26 July 2011 13 January 1998 9 June 2005 1 December 2014 1. Retired 13 May 2014 2. Retired 1 December 2014 Number of full years on the Committee Less than 1 11 13 4 3 16 9 Less than 1 2014 Meeting attendance 5/5 2/2 7/7 7/7 6/7 6/6 7/7 1/1 See pages 64 and 65 for more information on current Remuneration Committee members 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 Remuneration 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 Remuneration Committee during the year were €139,000. Legal advice to the Remuneration Committee is provided by Arthur Cox, who also provides 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 and link remuneration to Group performance and individual performance, while aligning the interests of Executive Directors with those of shareholders. Our remuneration strategy and policies focus on using remuneration to drive the implementation of a successful corporate strategy, within our risk management framework. This strategy aims to deliver superior earnings growth and TSR for our shareholders over the long term by attracting, retaining and motivating high quality and committed people who are critical to sustaining 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 2 and 3, underpin the selection of performance criteria used within the incentive arrangements. We have summarised the individual elements of the remuneration packages offered to our Executive Directors on pages 86 and 87. remuneration consultants, and is proposed to be implemented with effect from January 2015. The Remuneration Committee will continue to consider changes in regulation and market best practice as required and we intend to review again our remuneration policy and practices in 2017. Details of the proposed changes are contained on the following pages, but summarised as follows: • Re-positioning the remuneration policy to recognise the global nature of the organisation with European/USA market geography seen as appropriate. • Short Term Incentive (STI) performance metrics to be separately measured at both Company level and individual level. The Company performance metrics to be Group adjusted EPS on a constant currency basis (as before), Group operating cash flow (as defined) and business segment performance (where relevant). Individual performance metrics to be set annually by the Group Managing Director. No increase in quantum (as a percentage of Base Salary) is proposed. • The weighting of the LTIP performance metrics have been altered as follows: - The performance metrics altered to both reduce the relative influence of TSR (for all participants) and, where relevant and appropriate, to increase the relevance of business segment performance; - Increase in the current LTIP participation levels across the senior leadership of the Group; - Realignment of the threshold vesting levels of the LTIP performance measures; - The LTIP post vesting holding period lengthened from one year to two years; and - Introduction of malus and claw back provisions for the LTIP. Executive Remuneration Policy and Design Review – summary of changes Executive remuneration policy and design is reviewed by the Remuneration Committee on a three year basis and accordingly was reviewed in 2014, with the advice of Towers Watson, • Increased shareholding requirement for all members of the Group Operating Executive. • Modest increase to the base fee paid to Non-Executive Directors, as well as the premiums paid to Committee chairmen and the Senior Independent Director. www.glanbia.com 83 Governance Remuneration Committee report continued Executive Remuneration Policy and Design Review – details of proposed changes As outlined in the Remuneration Committee Chairman’s report, the Remuneration Committee has engaged with its larger institutional shareholders and voting guidance services in relation to the proposed policy changes. During this consultation all shareholders, including the Society, were supportive with no material issues raised. A number of small changes to the remuneration policy were adopted arising from the consultation process. Following the proposed changes, the Remuneration Committee believes that the level of remuneration for the Executive Directors is appropriately positioned relative to European and USA markets, being at or slightly below median levels. Element Base Salary Annual Incentive Policy Changes for 2015 – 2017 Design Changes for 2015 – 2017 Definition of market for pay by reference to European and USA companies of similar size and complexity. Definition of market for Annual Incentive levels determined by reference to European and USA companies of similar size and complexity, median to upper quartile levels. Greater linkage to KPIs. No change in levels proposed but a flexible policy going forward, with reference to different market perspectives. In considering the market position of each individual, the Remuneration Committee/management to continue to consider the value an individual brings at his/her particular level to the organisation as a whole. No change in levels proposed. Range of Annual Incentive potential to remain at 0% to 150% of Base Salary. Key Group financial metrics to be Group adjusted EPS on a constant currency basis (as before), Group operating cash flow and individual performance objectives. Calibration details are considered to be commercially sensitive, but will include significant stretch and targets will be based on a mix of market expectations and budgeted expectations. For the Group Managing Director and Finance Director, the weighting is proposed to be: Group adjusted EPS on a constant currency basis (56%), Group operating cash flow (24%) and individual performance objectives (20%). Recognising Group/divisional responsibility. Financial performance metrics tailored to business Ensure strategic and individual goals are capable of being rewarded outside of financial delivery. Shareholding Guidelines Ensure a greater alignment with shareholders’ interests through own shareholding. segment, where relevant. For business segment Executive Directors, the proposed weightings are: Group adjusted EPS on a constant currency basis (40%), Group operating cash flow (20%), business segment EBITA (20%) and personal objectives (20%). Individual performance objectives are separate from financial performance. For the Group Managing Director the share ownership recommended level is 250% of Base Salary (from 200%) to be built up and maintained over a maximum of five years. For other Executive Directors the share ownership recommended level is 150% of Base Salary (from 100%) to be built up and maintained over a maximum period of five years. A quality of earnings review/underpin will continue to be exercised at the discretion of the Remuneration Committee. 84 Glanbia plc 2014 Annual Report and Accounts       Element Policy Changes for 2015 – 2017 Design Changes for 2015 – 2017 Long Term Incentive Definition of market for LTIP levels by reference to European and USA companies of similar size and complexity. Focus on greater alignment with shareholders, long term retention and reward for performance recognising different market dynamics and contribution/alignment of the senior leadership team to share value delivery. Greater linkage to KPIs, with reduced influence of relative TSR. Greater focus on line of sight business metrics to drive and recognise performance of the Group. Maximum award face value to increase from 150% to 250% of Base Salary. Proposed award levels for 2015: 250% for Group Managing Director (from 150%) and 200% for other Executive Directors (from 150%). Key Group financial metrics to be Group adjusted EPS on a reported basis, Group ROCE and relative TSR. For the Group Managing Director and the Group Finance Director, the weighting is proposed to be: Group adjusted EPS on a reported basis (50%), Group ROCE (30%) and relative TSR (20%). Relative TSR comparator, for all LTIP participating groups to be changed to the STOXX Europe 600 Food and Beverage index (which is considered more relevant). Financial performance metrics tailored to business segment, where relevant. For business segment Executive Directors, the weighting is proposed to be: Group adjusted EPS on a reported basis (40%), Group ROCE (15%), relative TSR (15%), business segment EBITA (20%) and business segment ROCE (10%). Post vesting holding period, malus and claw back. Post vesting holding period of two years (from one year) for all future awards. Introduction of malus and claw back provisions, in line with best practice, to be applicable for all future awards. Calibration of performance metrics. Vesting calibration is proposed to be as follows: Group adjusted EPS on a reported basis – threshold vesting at 6% CAGR (reported) over three years, maximum vesting at 12% CAGR (reported). Group ROCE – threshold vesting at 12% (average over three years), maximum vesting at 14%. Relative TSR – threshold vesting at median of the index performance and maximum vesting for upper quartile of the index. Straight line pro rata vesting between threshold and maximum for each of the performance conditions. The threshold level, for all performance metrics has been realigned to 25%. Previous levels were 50% (EPS), 30% (TSR) and 0% (ROCE). Calibration details for business segment EBITA and business segment ROCE are considered to be commercially sensitive, but will include significant stretch and targets will be based on a mix of market expectations and budgeted expectations. Quality of earnings review/underpin will continue to be exercised at the discretion of the Remuneration Committee. www.glanbia.com 85 Governance Remuneration Committee report continued Key elements of remuneration for Executive Directors (to reflect proposed changes) 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 individual skills and experience. Set by reference to the relevant market median of Europe and USA based on an external independent evaluation of the role against appropriate peer companies. Reviewed annually by the Remuneration Committee. Any reviews, unless reflecting a change in role, usually take effect from the commencement of the relevant financial year. Pension Benefit Retirement benefits. Other Benefits Annual Incentive Car benefit or equivalent, suitable medical insurance, re-location expenses (if applicable) and overseas allowance where appropriate. 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. Incentivise 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. Ensure greater linkage of remuneration to performance. Ensure greater linkage to long term sustainability and alignment to Group risk management policy. Alignment with shareholders/share value growth. Range of Annual Incentive potential of 0% to 150% of Base Salary. Based on growth in annual Group adjusted EPS on a constant currency basis, Group operating cash flow, business segment EBITA (where appropriate) and individual performance objectives, all as determined by the Remuneration Committee annually. Performance targets are set by the Remuneration Committee each year. 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. Deferred incentives may be subject to malus and claw back (for a period of two years following this investment) to the extent deemed appropriate by the Remuneration Committee in line with best practice. 86 Glanbia plc 2014 Annual Report and Accounts 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. 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. Ensure a greater alignment with shareholders’ interests. Shareholding requirement Minimum share ownership requirements to be built up over a five year period. Long Term Incentive individual annual award level of a maximum of 250% of Base Salary. The award is determined by reference to three performance metrics for the Group Managing Director and Group Finance Director: • 50% based on Group adjusted EPS on a reported basis; • 30% based on Group ROCE; and • 20% based on Relative TSR against the STOXX Europe 600 Food and Beverage index. In all cases, 25% vests at threshold performance and 100% vests at maximum with straight line vesting in between these levels. For business segment Executive Directors, the weighting of the award is proposed to be: Group adjusted EPS on a reported basis (40%), Group ROCE (15%), Relative TSR (15%), business segment EBITA (20%) and business segment ROCE (10%). 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 Group adjusted EPS on a reported basis, ROCE and TSR performance conditions as appropriate, and in addition where relevant, business segment EBITA and ROCE. Executive Directors are required to hold shares received pursuant to the vesting of LTIP awards for a minimum period of two years post vesting. The Remuneration Committee has the discretion to change the performance criteria (including the measures, their weighting and calibration) where deemed appropriate. 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. Future LTIP awards may be subject to claw back (for a period of two years following vesting) to the extent deemed appropriate by the Remuneration Committee in line with best practice. The Group Managing Director is required to build and maintain a shareholding of 250% of Base Salary over a maximum of five years. Other Executive Directors are required to build up and maintain a shareholding of 150% of Base Salary 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 Executive Directors do not comply with the guidelines. www.glanbia.com 87 Governance Remuneration Committee report continued Key elements of remuneration beyond executive directors The above framework is used for the Group’s Executive Directors. Glanbia’s remuneration principles and policy are also applied, as far as possible, across the Group below this level, taking account of seniority and local market practice. Many of the features outlined above will therefore continue to apply across the Group, but some principal differences are as follows. Element Objective Details Annual Incentive Focus on business responsibilities for individuals and ensure an appropriate deferral percentage based on position and role. Long Term Incentive Ability to offer increased level of share awards in markets where there are high levels of long term incentives. Ensure line of sight to business unit metrics. The Annual Incentive potential will be based on appropriate and specific business unit measures, as determined by the Remuneration Committee. 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 two years following this investment. Material increases in maximum award potential to further align and create an ownership culture, better aligned with market expectations. In addition to key Group financial metrics, the Long Term Incentive level will also be focused on appropriate and specific business unit measures, as determined by the Remuneration Committee. In order to retain or recruit exceptional key employees, there is the ability to offer restricted stock, time based only, for key employees (particularly on recruitment). All future awards under the LTIP may be subject to malus and claw back to the extent deemed appropriate by the Remuneration Committee in line with best practice. Shareholding guidelines Ensure a greater alignment with shareholders’ interests through own shareholding. 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. 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 Objective Details Annual fixed pay. 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 membership of a sub-committee of the Board. Reviewed from time to time by the Remuneration Committee and the Board. Any reviews usually take effect from 1 January in the relevant year. Such expenses may include travel in the course of the role for the Group. 2015 € 105,000 52,500 80,000 80,000 80,000 70,000 35,000 2014 € 100,000 47,500 72,500 75,000 75,000 67,500 30,000 Benefits and Expenses No additional benefits are provided other than direct expenses relating to the role. Reimburse role based expenses incurred during performance of the duties of the role. Non-Executive Director fees Role Chairman Vice-Chairmen Senior Independent Director Audit Committee Chairman Remuneration Committee Chairman Non-Executive Director Society nominated Non-Executive Director 88 Glanbia plc 2014 Annual Report and Accounts 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 pages 86 and 87. Each element of remuneration to be included in the package offered to a new Executive Director would be considered. 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 Remuneration 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 is appropriate for the new recruit to participate in the same Annual Incentive plan applicable to the current Executive Directors. If this is 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 will generally apply to the new recruit; • The award of long term incentives will depend on the timing of the appointment and where this fits into the typical annual grant cycles; and • The maximum level of variable remuneration which may be granted to a new recruit is 400% (i.e. 150% maximum Annual Incentive plus 250% maximum LTIP) excluding any buyout awards that might arise. For an external appointment, although there are no plans to offer additional cash and/or share based payments on recruitment, the Remuneration 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 Remuneration Committee may grant share awards on hiring an external candidate to buyout awards which will be forfeited on leaving the previous employer. The Remuneration 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 Remuneration 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 Remuneration 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 time frame. 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 to the Remuneration Committee. Although there are no plans to offer additional cash and/or share based payments on an internal promotion, the Remuneration 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 Remuneration 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 or 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 by an Executive Director. www.glanbia.com 89 Governance Remuneration Committee report continued 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 exceed 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. Other than Siobhán Talbot’s appointment to the IBEC Board, for which she does not receive any fee, the Executive Directors have no external directorships and no other fees earned. Consideration of employment conditions elsewhere in the Company The Remuneration Committee considers all employees across the Group when establishing and implementing policy for Executive Directors. All senior and high performing individuals within the organisation are invited to participate in both annual and long term incentive arrangements, similar to the Executive Directors to ensure reward strategy is calibrated to provide substantive reward only on achievement of superior performance. The Remuneration Committee does not consult directly with employees when formulating Executive Director pay policy. However, it does take into account information provided by the Human Resources function and the independent external advice from Towers Watson, remuneration consultants. 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 2014 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 2014 Total3 €’000 2013 Total3 €’000 750 400 400 390 – – 199 64 60 114 – – 20 19 116 17 – – 563 300 300 293 – – 94 50 50 26 – – 1,626 833 926 840 – – 1,029 129 584 876 1,207 95 Executive Directors   S Talbot4 M Garvey5 H McGuire6 B Phelan J Moloney7 K Toland8 1. This reflects the proportion of the Annual Incentive payable to Executive Directors in respect of performance for the year 2014 (which amount to 75% of Base Salary), which will be paid through salary in 2015. 2. This reflects the proportion of the Annual Incentive 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 (2017). 3. Remuneration disclosed refers to each Director’s period of appointment on the Board in 2013 and 2014. 4. Appointed as Group Managing Director on 12 November 2013. 5. Appointed to the Board on 12 November 2013. 6. Appointed to the Board on 01 June 2013. Other benefits include an overseas allowance of €98,964 (2013 (part): €54,389). 7. Retired on 12 November 2013. 8. Resigned on 5 January 2013. 90 Glanbia plc 2014 Annual Report and Accounts                 2008 LTIP It is expected that share awards granted to Executive Directors, under the 2008 LTIP in 2012, will vest in 2015 as follows: Base Salary Base Salaries for the Executive Directors are determined by the Remuneration Committee as set out on page 86. Executive Directors S Talbot H McGuire B Phelan J Moloney1 1. Retired 12 November 2013 Number of share awards The following table sets out the closing 2014 Base Salary for each of the Executive Directors. 90,500 46,500 46,500 64,126 Executive Directors S Talbot M Garvey H McGuire B Phelan Base Salary € 750,000 400,000 400,000 390,000 Comparison of overall performance and pay The chart below shows the value over the last three financial years of €100 invested in Glanbia plc compared with that of €100 invested in the STOXX Europe 600 Food and Beverage index. A hypothetical €100 investment in Glanbia plc on 1 January 2012 would have generated a total return (inclusive of original investment) of €285.88 compared with a total return of €154.70 if invested in the STOXX Europe 600 Food and Beverage index. The Committee believes that, due to the size/industry of the Group, this index is the most appropriate index against which to compare the historic TSR of the Group. Total Shareholder Return 300 250 200 150 100 2011 2012 2013 2014 Glanbia STOXX Europe 600 Food and Beverage index At the time when Siobhán Talbot was appointed as Group Managing Director in November 2013 (having been appointed as Group Managing Director designate in June 2013), it was agreed that her initial base pay level would be reviewed in the period following her appointment, including by reference to appropriate peers. During 2014, the Remuneration Committee therefore considered managing director base pay levels against a number of peers (across Ireland, the UK and USA), which demonstrated that Siobhán’s Base Salary was significantly below relevant levels reviewed. In light of this review, and her development in the role, Siobhán’s annual Base Salary was increased to €750,000 with effect from 1 January 2014. No change to the Base Salaries of Executive Directors for 2015 is proposed. 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 Irish Finance Act 2006, and subsequently amended in December 2010, the Remuneration Committee reviewed the pension arrangements for Executive Directors and agreed, with effect from 1 January 2012, to offer the option to Siobhán Talbot to receive a taxable payment of 25% of salary in lieu of pension benefits. Following a further review in 2014 this rate was increased to 26.5% of Base Salary. 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. 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 appropriate. www.glanbia.com 91 Governance      Remuneration Committee report continued Annual Incentive The Group operates a performance related incentive scheme for Executive Directors and other senior executives as set out on page 86. 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 3 January 2015, 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 (120%) and delivery of targeted closing debt/adjusted EBITDA ratios (30%, provided a minimum adjusted EPS threshold is achieved). In addition, 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 the outcomes reflected in the Annual Incentive earned in the year. The performance of the Group during the year included adjusted EPS growth on a constant currency basis of 10.1% and a strong closing debt/adjusted EBITDA ratio. In light of the above performance, the Committee concluded that up to 87.5% of Base Salary is payable to each Executive Director as set out on page 90. 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. It is the Committee’s view that 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 August 2012 had a three year performance period ending on 3 January 2015 with one third of the award subject to satisfaction of an adjusted EPS growth target, one third subject to a relative TSR performance target and one third subject to a ROCE performance target. EPS performance condition 100% of the EPS element is capable of vesting as determined by the rate of growth in reported EPS as compared to the Consumer Price Index (CPI) over the three year performance period. Adjusted EPS is calculated as the profit attributable to the equity holders of the Group 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. 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. The Committee exercised its discretion under Rule 5.2 of the 2008 LTIP rules and applied the continuing basis of accounting when assessing the EPS performance condition. This adjustment to the performance condition was made to effectively treat Glanbia Ingredients Ireland Limited as an Associate in the accounts for 2011 (it became an Associate in 2012). The Committee considers this like for like basis of calculation to be more appropriate and consistent with a modest impact on the vesting outcome of the 2012 awards. As a result, in the three year period ended 3 January 2015, the Group delivered growth in reported adjusted EPS on a continuing basis of 14.88% Compound Annual Growth Rate (CAGR). This will result in 100% of the EPS element vesting to each Executive Director. The vesting conditions are as follows: EPS element vesting Threshold performance (Three year adjusted EPS growth equal to CPI plus 5% compounded (5.38%)) Maximum performance (Three year adjusted EPS growth equal to CPI plus 10% compounded (10.38%)) Actual performance (Three year adjusted EPS growth equal to 14.88%) 50% 100% 100% The table below shows the Group’s reported adjusted EPS over the performance period for continuing operations. 2011 2014 40.34c 61.16c 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 12 other international food and nutritional companies. TSR represents the change in the capital value of a listed/ quoted company over a period, plus dividends reinvested, expressed as a plus or minus percentage of the opening value. TOTAL SHAREHOLDER RETURN 300 240 180 120 60 Jan 2012 Jan 2015 Glanbia Peer group (median) 92 Glanbia plc 2014 Annual Report and Accounts   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 on page 92 shows that, under the terms of the 2008 LTIP, at 3 January 2015, a hypothetical €100 invested in Glanbia plc on 1 January 2012 would have generated a total return (inclusive of original investment) of €288.44 compared with a total return of €188.79 if invested in the median performer from the peer group. This will result in 100% of the relative TSR element vesting to each Executive Director. The methodology on which TSR is calculated for LTIP purposes differs from the TSR calculation on page 91 due mainly to the use of a 30 day average base and final share price in the LTIP calculation. 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% ROCE performance condition 100% of ROCE element is capable of vesting, as determined by ROCE as set out below. ROCE is calculated as 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 sum of the Group’s total assets less current liabilities, excluding all borrowings, cash and deferred tax balances plus cumulative intangible asset amortisation. The rationale for using ROCE is that it highlights the returns generated from capital invested in the business and will show how the Group adds to shareholder value over the long term. ROCE element vesting Threshold performance (Three year simple ROCE average equal to 12.5%) Maximum performance (Three year simple ROCE average equal to 13.5%) Actual performance (Three year simple ROCE average equal to 13.9%) 0% 100% 100% In light of the performance against the EPS growth target, relative TSR and ROCE targets, the Committee confirmed that 100% of the total 2012 LTIP share award is capable of vesting 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 July 2014 and will vest in July 2017, subject to the achievement of TSR, EPS and ROCE performance conditions. The performance period will end on 31 December 2016. The vesting conditions are summarised below. 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 2012-2014 (33% of award) Vesting Level 0% Three year adjusted EPS growth less than CPI plus 5% compounded 50%* Three year adjusted EPS growth equal to CPI plus 5% compounded 100%* 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% 2012-2014 (33% of award) Ranked below the top half 30%* Ranked half way 100%* Ranked in the top quartile * Straight line vesting where ranked between half way and the top quartile. Return on Capital Employed 2012 (33% of award) 2013 (33% of award) 2014 (33% of award) Vesting Level 0% Less than 12.5% Less than 13.5% Less than 13.0% 0%* 12.5% 13.5% 13.0% * Straight line vesting between threshold performance and maximum performance. 100%* 13.5% 14.5% 14.0% www.glanbia.com 93 Governance                    Remuneration Committee report continued Directors’ shareholdings As at 3 January 2015, the Executive Directors’ share ownership against the guidelines was as follows: Shares held as at 3 January 2015 % of Base Salary based on market value as at 3 January 2015 Compliance with shareholding guidance Executive Directors S Talbot H McGuire B Phelan M Garvey* 194,431 123,118 115,013 849 332% 394% 378% 3% 250% 150% 150% – * Mark Garvey joined the Group on 12 November 2013 and has a maximum of five years to build up his shareholding in the Company to 150% 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 715,558 shares at 3 January 2015. The exercise of share options under the 2002 LTIP (which expired in 2012) is satisfied by the allotment of newly issued shares. At 3 January 2015 the total number of shares which could be allotted under this scheme was 210,000 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 for 2015 is €105,000 per annum (2014: €100,000). 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. Implementation of policy in 2014 Base Salary is reviewed on an annual basis. The Base Salaries of Executive Directors for 2015 remain unchanged from 2014 and are set out on page 91. Following on from the remuneration policy review carried out in 2014 the Remuneration Committee has determined that the Annual Incentive opportunity for Executive Directors and senior executives in 2015 will be contingent on meeting targets relating to EPS, Group operating cash flow and individual performance objectives, with financial performance metrics tailored to business segment where relevant. The Committee intends that the financial targets will include significant stretch and will be based on a mix of market expectations and budgeted expectations. The Committee will review the performance measures for share awards under the 2008 LTIP, to be granted in 2016 and beyond, 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 to G is covered by the Independent Auditors’ report on page 116. 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 3 January 2015. There have been no changes in the interests listed in Tables B to G between 4 January 2015 and 24 February 2015. The market price of the ordinary shares as at 3 January 2015 was €12.805 and the range during the year was €13.06 to €10.48. The average price for the year was €11.34. Results 2014—Resolution to receive and consider 2013 Remuneration Committee Report For 194,618,425 % 97.23% Against 5,543,778 * Votes withheld are not votes in law. Total excluding withheld 2.77% 200,162,203 % % 100% Withheld* 109,885 Total including withheld 0.05% 200,272,088 % 94 Glanbia plc 2014 Annual Report and Accounts   Table A: 2014 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 Executive Directors S Talbot4 M Garvey H McGuire5 B Phelan J Moloney K Toland 2014 2013 App. 12 Nov 13 App. 01 Jun 13 Ret. 12 Nov 13 Res. 05 Jan 13 Ret. 01 Dec 14 App. 30 May 14 Non-Executive Directors L Herlihy H Corbally Mn Keane J Callaghan W Carroll P Coveney J Doheny D Farrell D Gaynor P Gleeson V Gorman P Haran B Hayes Ml Keane J Liston M Merrick J Murphy P Murphy W Murphy D O’Connor E Power R Prendergast 2014 2013 Re-app. 30 May 14 Ret. 13 May 14 Ret. 01 Jun 13 App. 01 Dec 14 Res. 05 Jun 13 750 400 400 390 – – 1,940 1,686 – – – – – – – –  – –  – – – – – – – –  –  – –  – – – Total 2014 Total 2013 1,940 1,686 – – – – – – – – 100 48 48 73 30 40 30 30 72 30 30 68 18 30 27 30 30 30  – 6 30 – 800 812 800 812 Annual Incentive paid in cash1 €’000 Annual Incentive deferred into shares2 €’000 563 300 300 293 – – 1,456 1,193 94 50 50 26 – – 220 525 Pension contribution €’000 Other benefits €’000 2014 Total3 €’000 2013 Total3 €’000 199 64 60 114 – – 437 386 1,626 833 926 840 – – 4,225 20 19 116 17 –  – 172 130 1,029 129 584 876 1,207 95 3,920 – – – – –  – – – – – – – – – – – – –  –  – – – – – – – – – –  – – – – – – – – – – – – –  –  – –  – – – – – – – – –  – – – – – – – – – – – –  –  – – –  – – 100 48 48 73 30 40 30 30 72 30 30 68 18 30 27 30 30 30  – 6 30  – 800 – – – – –  – – – – – – – – – – – – –  –  – –  – – – 100 48 48 80 30 – 30 30 54 30 15 68 13 30 75 30 30 30 28 – 30 13 812 1,456 1,193 220 525 437 386 172 130 5,025 4,732 1. This reflects the portion of the Annual Incentive earned by Executive Directors in respect of performance for the year 2014 (which amounts to 75% of Base Salary) which will be paid through salary in 2015. 2. This reflects the portion of the Annual Incentive 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 this investment (2017). 3. Remuneration disclosed refers to each Director’s period of appointment on the Board in 2013 and 2014. 4. Appointed as Group Managing Director on 12 November 2013. 5. Other benefits include an overseas allowance of €98,964 (2013 (part): €54,389). See page 91 for details of Directors’ awards expected to vest in respect of performance to 3 January 2015 www.glanbia.com 95 Governance  Remuneration Committee report continued The pension benefits of each of the Executive Directors during the year were as follows: S Talbot1 B Phelan 2014 2013 Transfer value of increase in accrued pension €’000 – 87 87 57 Annual pension accrued in 2014 in excess of inflation €’000 – 8 8 7 Total annual accrued pension at 3 January 2015 €’000 158 103 261 750 1. Siobhán Talbot is a deferred member 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 26.5% of salary in lieu of future service pension benefit, with effect from 5 January 2014 (2013: 25%). Table B: Directors’ and Secretary’s interests in Glanbia Co-operative Society Limited Directors L Herlihy H Corbally Mn Keane S Talbot1 W Carroll J Doheny D Farrell V Gorman B Hayes2 Ml Keane M Merrick J Murphy P Murphy B Phelan1 E Power Secretary M Horan 1. Executive Director 2. Re-appointed 30 May 2014 * Or date of appointment if later As at 3 January 2015 As at 5 January 2014* “A” Ordinary shares of €1.00 “C” shares of €0.01 “A” Ordinary shares of €1.00 “C” shares of €0.01 79,686 6,095 7,612 – 18,987 6,366 5,863 6,066 16,040 21,606 5,970 16,122 14,766 – 23,812 12,045,240 – 3,600,000 3,600,000 – – – – – – – – 5,200,000 10,540,800 5,600,000 79,686 5,153 7,612 – 17,102 6,366 4,921 3,066 11,327 19,721 5,499 14,237 11,939 – 23,812 10,686,889 363,583 3,118,390 3,000,000 – 341,122 112,000 – 2,000,000 3,000,000 – – 12,143,890 16,284,000 16,284,935 – 677,679 – 574,000 96 Glanbia plc 2014 Annual Report and Accounts                                                         Table C: Directors’ and Secretary’s interests in ordinary shares in Glanbia plc Directors L Herlihy H Corbally Mn Keane S Talbot1 W Carroll P Coveney2 J Doheny D Farrell M Garvey1 D Gaynor P Gleeson V Gorman P Haran B Hayes3 Ml Keane H McGuire1 M Merrick J Murphy P Murphy D O’Connor4 B Phelan1 E Power Secretary M Horan 1. Executive Director 2. Appointed 30 May 2014 3. Re-appointed 30 May 2014 4. Appointed 1 December 2014 * Or date of appointment if later As at 3 January 2015 As at 5 January 2014* Ordinary shares Ordinary shares 131,113 12,536 22,849 194,431 8,435 3,900 14,737 2,927 849 10,000 10,171 2,727 7,462 26,246 30,770 123,118 6,312 11,022 27,582 7,680 115,013 49,296 131,113 12,536 22,849 141,587 8,435 – 14,737 2,927 – 5,000 23,171 2,727 7,462 26,246 30,770 89,425 6,312 11,022 27,582 – 85,519 49,296 51,191 43,079 Note: The ordinary shares held in trust for the Directors and Secretary disclosed in Table G on page 99 are included in the total number of ordinary shares held by the Directors and Secretary above. Table D: Summary of Directors’ and Secretary’s interests in Glanbia plc 2002 LTIP and 2008 LTIP Directors M Garvey H McGuire B Phelan S Talbot Secretary M Horan As at 3 January 2015 As at 5 January 2014 2008 LTIP Share awards 2002 LTIP Share awards 2008 LTIP Share awards 2002 LTIP Share awards 53,250 126,650 147,250 227,150 – – 750 700 – 123,400 145,250 243,650 101,400 – 123,400 – – 750 700 – www.glanbia.com 97 Governance                                                                        Remuneration Committee report continued Table E: Directors’ and Secretary’s interests in 2008 LTIP Date of grant 05 Jan 14 Granted during the year Vested during the year Market price at date of award € Earliest date for vesting 03 Jan 15 Expiry date Notes Directors M Garvey Total: H McGuire Total: B Phelan Total: S Talbot Total: Secretary M Horan Total: 02 Jul 14 – – 53,250 53,250 – – 53,250 53,250   11.51 02 Jul 17 02 Jul 18 28 Mar 11 30 Aug 12 23 Apr 13 02 Jul 14 28 Mar 11 30 Aug 12 23 Apr 13 02 Jul 14 28 Mar 11 30 Aug 12 23 Apr 13 02 Jul 14 28 Mar 11 30 Aug 12 23 Apr 13 02 Jul 14 50,000 46,500 26,900 – 123,400 50,000 46,500 48,750 – 145,250 96,500 90,500 56,650 – 243,650 50,000 46,500 26,900 – 123,400 – – – 53,250 53,250 – – – 52,000 52,000 – – – 80,000 80,000 – – – 28,000 28,000 50,000 – – – 50,000 50,000 – – – 50,000 96,500 – – – 96,500 – 46,500 26,900 53,250 126,650   – 46,500 48,750 52,000 147,250   – 90,500 56,650 80,000 227,150   4.35 6.26 10.11 11.51 28 Mar 14 30 Aug 15 23 Apr 16 02 Jul 17 02 Jul 14 30 Aug 16 23 Apr 17 02 Jul 18 4.35 6.26 10.11 11.51 28 Mar 14 30 Aug 15 23 Apr 16 02 Jul 17 02 Jul 14 30 Aug 16 23 Apr 17 02 Jul 18 4.35 6.26 10.11 11.51 28 Mar 14 30 Aug 15 23 Apr 16 02 Jul 17 02 Jul 14 30 Aug 16 23 Apr 17 02 Jul 18 50,000 – – – 50,000 – 46,500 26,900 28,000 101,400   4.35 6.26 10.11 11.51 28 Mar 14 30 Aug 15 23 Apr 16 02 Jul 17 02 Jul 14 30 Aug 16 23 Apr 17 02 Jul 18 3 1 2 3 3 1 2 3 3 1 2 3 3 1 2 3 3 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 was such that 100% of the awards vested. The vesting date was 2 July 2014. 2. Awards granted on 30 August 2012 were subject to performance conditions measured over the three financial years ended 3 January 2015. The outcome of these performance conditions is such that 100% of these awards are expected to vest during 2015. 3. The performance periods in respect of the 2008 LTIP awards made in 2013 and 2014 are the three financial years ending 2015 and 2016 respectively. The performance conditions attached to the awards are detailed in the section entitled ‘Performance targets for outstanding share awards’ on page 93. 98 Glanbia plc 2014 Annual Report and Accounts                                                                                                                                                                                                                                                                                           TABLE F: Directors’ and Secretary’s INTERESTS in 2002 LTIP S Talbot S Talbot retained 7,000 of the shares allotted to her on 8 January 2013 under the 2002 LTIP until 8 January 2015 and is therefore eligible for a share award of 10% of these shares (700). B Phelan B Phelan retained 7,500 of the shares allotted to him on 8 January 2013 under the 2002 LTIP until 8 January 2015 and is therefore eligible for a share award of 10% of these shares (750). Table G: Directors’ and Secretary’s Annual Deferred Incentive Value of Annual Incentive to be converted into shares €1 Date of conversion/ acquisition of shares Acquisition price per share at date of conversion Number of shares acquired Shares subject to restriction2,3 Date restriction removed Directors M Garvey 2013 Annual Deferred Incentive H McGuire 2012 Annual Deferred Incentive 2013 Annual Deferred Incentive B Phelan 2012 Annual Deferred Incentive 2013 Annual Deferred Incentive S Talbot 2012 Annual Deferred Incentive 2013 Annual Deferred Incentive Secretary M Horan 2012 Annual Deferred Incentive 2013 Annual Deferred Incentive €18,000 02 Jul 14 €11.57 1,586 849 02 Jul 16 €36,000 €118,000 23 Apr 13 02 Jul 14 €10.11 €11.57 3,582 10,165 2,389 5,738 23 Apr 15 02 Jul 16 €176,000 €120,000 29 May 13 02 Jul 14 €10.70 €11.57 16,472 10,355 8,744 5,547 29 May 15 02 Jul 16 €279,000 €143,000 29 May 13 02 Jul 14 €10.70 €11.57 26,097 12,367 13,852 6,625 29 May 15 02 Jul 16 €153,000 €68,000 23 Apr 13 02 Jul 14 €10.11 €11.57 15,134 5,908 8,176 3,165 23 Apr 15 02 Jul 16 1. Numbers are rounded to the nearest thousand. 2. The total number of shares subject to restriction are included in the total number of ordinary shares disclosed in Table C on page 97. 3. Directors are permitted to sell sufficient shares to satisfy any tax or social security deductions arising on the acquisition of the shares. The balance of the shares are restricted from sale for two years and are held on trust for them by the trustee of the Glanbia plc Section 128D Employee Benefit Trust. www.glanbia.com 99 Governance  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/Products-Services/Sponsors-and-Advisors/ Irish-Corporate-Governance-Annex.pdf?v=16112014 (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 2014, with the exception of provision B.1 of the UK Corporate Governance Code, Composition of the Board. We have explained in detail our reasons on page 102 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 A Directors A.1 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); 15 other Non-Executive Directors (including Paul Haran, 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). 14 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 61. 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 62 to 63. The Board meets regularly on a formal basis plus additional ad hoc meetings as necessary. The Board held eight scheduled meetings in 2014 (11: 2013) 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 62. The Audit, Nomination and Governance and Remuneration Committee membership and attendances are shown in their respective reports. 100 Glanbia plc 2014 Annual Report and Accounts   COMPLIANCE WITH UK CORPORATE GOVERNANCE CODE (2012) continued Code of Best Practice – Principles Group Statement of Compliance A.2 Division of responsibilities 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. Responsibility is clearly split between the Group Chairman and the Group Managing Director. 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 62. 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 58 to 60. A detailed explanation of the Group Chairman’s responsibilities is set out on page 62. The Non-Executive Directors scrutinise the performance of management, monitor the reporting of performance and assist in the development of strategy. The two day planning and strategy meeting has been developed to ensure that the Non-Executive Directors can participate in the development of proposals on strategy and includes a full consideration of the key risks and opportunities facing the Group. 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. www.glanbia.com 101 Governance  Statement of compliance with UK Corporate Governance Code (2012) and the Irish Corporate Governance Annex continued COMPLIANCE WITH UK CORPORATE GOVERNANCE CODE (2012) continued Code of Best Practice – Principles Group Statement of Compliance B Effectiveness B.1 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, how it meets the requirements of the Codes to comply or explain. The Board also wishes to explain why it is justified in the circumstances and how good governance is still achieved. Avonmore Foods plc and Waterford Foods plc merged in 1997 to form Glanbia plc. At the same time, their respective major shareholders also merged to form the ‘Society’. The Society still retains a major shareholding in the Company 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 the Company. This will reduce to eight Non-Executive Directors in 2018, more details of which are set out on page 79 of the Nomination and Governance 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 78 of the Nomination and Governance Committee report. The practical conduct of Board meetings is such that, even though there are currently 14 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 185.88% and the share price has risen from €4.63 (at the end of 2011) to €12.81 at financial year end 2014, 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 and Governance 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 and Governance Committee and its work is set out in the Nomination and Governance Committee report. 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 and Governance 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 and Governance 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 and Governance 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. B.3 Commitment All directors should be able to allocate sufficient time to the company to discharge their responsibilities effectively. 102 Glanbia plc 2014 Annual Report and Accounts   COMPLIANCE WITH UK CORPORATE GOVERNANCE CODE (2012) continued Code of Best Practice – Principles 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. 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. The Company puts full, formal and tailored induction programmes in place for all its new Directors. While Directors’ backgrounds and experience are taken into account, the induction is aimed to be a broad introduction to the Group’s businesses and its areas of significant risk. Key elements are meeting the Executive Directors and senior and middle management and visiting the Group’s major sites in order to be briefed on Group strategy and on individual businesses. As part of their induction programme during the year, Patrick Coveney and Dan O’Connor both visited several of the Group’s sites and met relevant senior management. The Group Chairman regularly encourages the Non-Executive Directors to update their skills, knowledge and ongoing familiarity with the Group in order to competently carry out their responsibilities. This is achieved by regular presentations at Board meetings from senior management on matters of significance. Examples during the year included: presentations from the Global Performance Nutrition and US Cheese senior management and a presentation on research and development from the Chief Science and Technology Officer. 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. In June 2014 the Board visited Global Performance Nutrition in Aurora, Illinois and in September 2014 the Board visited the US Cheese plants in Idaho and the Ingredient Technologies grain facility in Sioux Falls, South Dakota. The Directors are also regularly provided with updates on the Group’s business as well as updates on corporate governance and legislative/regulatory issues. Updates are by way of written briefings from the Group Secretary, presentations from management and external advisors. During the year under review, updates focused on the changing corporate landscape which included the UK Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 and the FRC’s 2012 UK Corporate Governance Code, particularly the balanced and understandable requirements and the reforms to Directors’ remuneration reporting and the new listing rules applicable to premium listed companies in the UK. As part of their annual performance evaluation, Directors are given the opportunity to discuss their own training and development needs. A comprehensive Board procedures manual is maintained which includes formal procedures for the working of the Board and its committees, delegated authorities, the timely provision of appropriate information and the duties and responsibilities of directors, including standards of conduct and compliance. 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 Executive Directors 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 co-ordinated through the Group Secretary. www.glanbia.com 103 Governance    Statement of compliance with UK Corporate Governance Code (2012) and the Irish Corporate Governance Annex continued COMPLIANCE WITH UK CORPORATE GOVERNANCE CODE (2012) continued Code of Best Practice – Principles Group Statement of Compliance 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. B.7 Re-election All directors should be submitted for re-election at regular intervals, subject to continued satisfactory performance. 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. A detailed description of the outcome of the 2014 Board internal evaluation is given in the Group Chairman’s introduction to corporate governance on page 58 and a description of the process is set out on page 109 (Compliance with Irish Corporate Governance Annex). This was not externally facilitated in 2014 as a full external evaluation was undertaken in 2013. All Directors are ordinarily subject to re-election at every Annual General Meeting (AGM). All Directors were re-elected at the 2014 AGM, with the exception of Jerry Liston, who was not put forward for re-election as he had indicated his intention to retire at the commencement of the AGM. The Board has recommended that all Directors (with the exception of Liam Herlihy, David Farrell and Patrick Gleeson as they have indicated their intention to retire following the conclusion of the AGM) should be put forward for re-election at the 2015 AGM. Each Director seeking re-election continues to be effective and demonstrates commitment to his/her roles. C Accountability C.1 Financial and business reporting The board should present a balanced and understandable assessment of the company’s position and prospects. Through this Annual Report and, as required, through other periodic financial updates, 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 for preparing the financial statements for the Company and the Group is set out on page 114. A statement by the external Auditors about their reporting responsibilities is set out on page 116. 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 30 to 33. 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 pages 34 to 37. 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. 104 Glanbia plc 2014 Annual Report and Accounts   COMPLIANCE WITH UK CORPORATE GOVERNANCE CODE (2012) continued Code of Best Practice – Principles Group Statement of Compliance 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. The board should maintain sound risk management and internal control systems. 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 Risk Management report on pages 50 to 57. 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 is satisfied that these systems have been operating throughout 2014 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 69 to 74. 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. www.glanbia.com 105 Governance  Statement of compliance with UK Corporate Governance Code (2012) and the Irish Corporate Governance Annex continued COMPLIANCE WITH UK CORPORATE GOVERNANCE CODE (2012) continued Code of Best Practice – Principles Group Statement of Compliance 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. The board should maintain sound risk management and internal control systems. 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 96 to 99. 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 auditors A detailed explanation is given in the Risk Management report on pages 50 to 57 and the Audit Committee report on pages 69 to 74. 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. The Audit Committee comprised eight Non-Executive Directors as at 3 January 2015 of whom three members constitute a quorum. In February 2015, the Nomination and Governance Committee recommended that the composition of the Audit, Remuneration and Nomination and Governance Committees be comprised only of Independent Non-Executive Directors, the Group Chairman and the Vice-Chairmen. Accordingly, the Audit Committee Membership was reduced to seven, with Donard Gaynor replacing Matthew Merrick and Patrick Gleeson. 106 Glanbia plc 2014 Annual Report and Accounts   COMPLIANCE WITH UK CORPORATE GOVERNANCE CODE (2012) continued Code of Best Practice – Principles Group Statement of Compliance D Remuneration D.1 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. D.2 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, within our risk management framework. This strategy aims to deliver superior earnings growth and total shareholder return 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 80 to 99. 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 and Corporate Affairs 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 position of Group Human Resources Director was vacant for most of the year with a new appointment made on 11 December 2014. The Group Managing Director assumed responsibility during the period the position was vacant. 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 2014 is set out on page 35. 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. www.glanbia.com 107 Governance      Statement of compliance with UK Corporate Governance Code (2012) and the Irish Corporate Governance Annex continued Compliance with Irish Corporate Governance 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 in B.1 on page 102. Anticipated changes (from 2016 to 2018) to the Board size and structure are set out on page 79 of the Nomination and Governance Committee report. Our Directors come from a diversity of backgrounds, ranging from public service, accountancy and banking to industry (dairy, construction, 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 64 to 67. The date of appointment of each Director and the length of service of each Director as a Director is given on page 62 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) that 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 and Governance Committee report on pages 75 to 79. 108 Glanbia plc 2014 Annual Report and Accounts   Compliance with Irish Corporate Governance Annex continued Code of Best Practice – Principles Group Statement of Compliance 3 Board evaluation 4 5 6 Board re-election Audit committee Remuneration We have established a formal process for the annual evaluation of the performance of the Board, its principal Committees and individual Directors. The evaluation of the Board is to be externally facilitated every three years. Given that an external evaluation was undertaken in 2013, during 2014 our Board and/or its Committees conducted an internal evaluation of its own performance, its principal Committees and individual Directors, the results of which are set out on page 58. 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 and priorities to enhance Board performance. As part of the evaluation process, questionnaires are drawn up to provide the framework for the evaluation process. In order to ensure the robustness of the process, the questionnaires are designed to be forward looking and to lead to insights for improvement. The questions are open-ended to encourage dialogue about the workings of the Board. Additionally, each member of the Board or appropriate Committee is invited to comment on the performance of peer Directors (if necessary), the collective Board and/or the appropriate Committee. Once completed the questionnaires are collated and reviewed by the Group Chairman, who then meets with each Director individually to discuss the performance of the Board or the appropriate committee and individual Directors. These interviews are designed to be informal and encourage active participation. Following the interviews the Group Chairman meets the Group Secretary to analyse the findings and prepare a report to the Board identifying the recommendations for the Board to consider. The performance of the Group Chairman is included in this process. The Group Chairman’s evaluation is managed by the Senior Independent Director. As part of the Group Chairman’s evaluation, the Non-Executive Directors meet separately under the chairmanship of the Senior Independent Director. The Board is confident following the completion of the evaluation that all of its members have the requisite knowledge, ability and experience to perform the functions required of a director of an internationally listed company and continue to demonstrate a high level of commitment to their roles. A detailed explanation is given in the Nomination and Governance Committee report on pages 75 to 79. A detailed explanation is given in the Audit Committee report on pages 69 to 74 and the Risk Management report on pages 50 to 57. A detailed explanation is given in the Remuneration report and throughout this Annual Report. www.glanbia.com 109 Governance  Other statutory information Principal activities Glanbia plc is a global performance nutrition and ingredients group, headquartered in Ireland, with operations in 34 countries worldwide. Further detail can be found in: ‘Where we operate’ on pages 16 and 17. The Group’s strategy, business model and development activity are summarised in ‘Our business’ on pages 12 and 13, ‘Our business model’ on pages 20 and 21 and ‘Our strategy’ on pages 28 and 29. As set out in the Consolidated Income Statement on page 121, the Group reported a profit before tax and exceptional items for the year of €189.5 million. Comprehensive reviews of the financial and operating performance of the Group during 2014 are set out in the ‘Group Finance Director’s review’ on pages 34 to 37 and in the ‘Operations review’ on pages 38 to 43. Key performance indicators are set out in ‘Key performance indicators’ on pages 2 and 3. The treasury policy and objectives of the Group are set out in detail in note 3 to the Consolidated Financial Statements. Process for appointment/retirement 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; however in accordance with the UK Corporate Governance Code (2012), all Directors will retire at the 2015 AGM and, being eligible, offer themselves for re-appointment with the exception of Liam Herlihy, David Farrell and Patrick Gleeson who are retiring from the Board on that date. The Company is proposing a resolution at its forthcoming AGM to amend its Articles of Association to allow the election and re-election of independent directors for the purpose only of Listing Rule 9.2.2A of the United Kingdom Listing Authority (UKLA) to be conducted in accordance with the new election provisions for such Directors in the UKLA Listing Rules. 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 42 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. Annual General Meeting The Company’s AGM will be held on 12 May 2015. 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 2014 AGM, the Directors were given the power to issue new shares up to a nominal amount of €3,260,380. This power will expire on the earlier of the conclusion of the 2015 AGM or 12 August 2015. Accordingly, a resolution will be proposed at the 2015 AGM to renew the Company’s authority to issue further new shares. At the 2014 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 €886,937. This authority too will expire on the earlier of the conclusion of the 2015 AGM or 12 August 2015. A resolution will be proposed at the 2015 AGM to renew this authority. Dividends An interim dividend of 4.43 cent per share was paid on 10 October 2014 to shareholders on the register at the close of business on 29 August 2014. The Directors propose a final dividend of 6.57 cent per share. Subject to shareholder approval, the final dividend will be paid on 15 May 2015 to shareholders on the share register on 7 April 2015. Following approval by 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 shareholder’s dividend will default to a sterling payment. All other shareholder’s dividends will default to a euro payment. 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. 110 Glanbia plc 2014 Annual Report and Accounts Issued share capital At 3 January 2015 the authorised share capital of the Company was 350,000,000 ordinary shares of €0.06 each and the issued share capital was 295,875,684 (2013: 295,645,684) ordinary shares of €0.06 each, of which 41.2% 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 230,000 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 3 January 2015 are given in notes 23 and 22, respectively, 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 3 January 2015, 715,558 ordinary shares were held in employee benefit trusts for the purpose of the Group’s employee share schemes. The employee benefit trusts have waived dividends due to them in respect of unallocated shares save a nominal amount. 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 2015 AGM available on the Group website: www.glanbia.com and, if requested, posted with this Annual Report. Restrictions on voting deadlines The notice of any general meeting shall specify the deadline for exercising voting rights and appointing a proxy or proxies to vote in relation to resolutions to be proposed at the general meeting. The number of proxy votes for, against or withheld in respect of each resolution are published on the 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 shares 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. 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. 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. www.glanbia.com 111 Governance Other statutory information continued Substantial interests The Company has been advised of the following notifiable interests in its ordinary share capital: Shareholder Glanbia Co-operative Society Limited The Capital Group Companies, Inc. Contracts of Significance for the purpose of LR 9.8.4 R, United Kingdom Listing Authority The Company has entered into a Shareholders’ Agreement dated 25 November 2012 with the Society in respect of Glanbia Ingredients Ireland Limited (GII). The key terms of the Shareholders’ Agreement are as follows: the board of directors of GII will comprise 14 directors appointed by the Society, six directors appointed by the Company (the ‘PLC Appointees’) and up to two executive directors. The PLC Appointees will be appointed from the Executive Directors of the Company, the independent (of the Society) Non-Executive Directors of the Company and such other persons as may be approved by the Nomination and Governance Committee of the Board of the Company. Each of the PLC Appointees will have 1.5 votes at any meeting of the board of directors of GII. All of the other directors on the board of directors of GII will have one vote each. The prior written consent of the Company and the Society will be required for certain matters relating to GII, including agreeing the annual budget and the three year rolling business plan, changes to the business being carried on by GII, issuing shares in GII, making material investments, acquisitions and disposals or incurring material new debt. Any proposed transfer of shares in GII must be offered first to the other shareholder. If the Society proposes to dispose of its shares in GII so that the Society ceases to own a majority of the issued shares in GII, the Company (as a condition to completion of any such sale by the Society) will be entitled to sell its shares to the buyer in the same proportion and on the same terms as the proposed disposal by the Society (to include any non-cash consideration and non-compete covenants (limited to two years and only the business and geographical scope of GII’s business at the time of sale) agreed by the Society, if applicable). Future capital contributions will be considered by shareholders on a case by case basis (without any binding commitment). The shareholders are required to agree a business plan for GII which provides, inter alia, for the delivery of a minimum retained profit in the business equivalent to 1 cent per litre of milk processed, post the expansion investment period. In addition, post the expansion investment period in a year of low dairy pricing, GII can reduce the profit retained in the business to 0.5 cent per litre in any one financial year of a four year cycle commencing with the 2017 financial year. No of ordinary shares as at 3/01/2015 121,919,315 21,043,293 % of issued share Capital as at 3/01/2015 No of ordinary shares as at 24/02/2015 41.2% 121,919,315 7.12% 21,043,293 % of issued share Capital as at 24/02/2015 41.2% 7.12% Under the Shareholders’ Agreement the Society has a call option (the ‘Call Option’) exercisable over the six year period post completion to acquire the Company’s remaining 40% interest in GII. Should the Society exercise this option, the Company would no longer be a shareholder of GII. The Call Option will be exercisable for a four month period following the end of each financial year or as otherwise may be agreed. The Company cannot sell its shares in GII so long as the Call Option remains exercisable without the prior consent of the Society. The price payable by the Society on completion of the Call Option shall be an amount equal to 40% of the higher of: (i) the audited book value of the net assets (subject to adjustment in respect of any pension deficit of GII as described below and adjusted upwards for an amount, if any, by which the assets of GII have been written down by reference to the discount of €20 million against the book value of the net assets of Dairy Ingredients Ireland at completion) of GII as at the end of the financial year prior to the date of exercise of the Call Option; or (ii) 5.5x 12 months audited earnings before interest, tax, depreciation and amortisation (EBITDA) of GII (calculated as the average of the last three financial years prior to the exercise of the Call Option). The equity consideration under this formula will be on a debt-free, cash-free basis. A cap has been placed on the total consideration which may be payable in respect of a disposal of GII (i.e. being the initial 60% sale to the Society and the further sale of the remaining 40% on the exercise of the Call Option by the Society). The IAS 19 pension deficit of GII for the purposes of calculating the equity value pursuant to the Call Option will be calculated by valuing the scheme liabilities using the average of the yields to calculate such liabilities on each of the last four reporting dates (June, December) ending on the financial year ended immediately prior to the exercise of the Call Option. If, following the exercise of the Call Option by the Society, GII continues to be a participating employer in the Glanbia pension scheme, the Society will guarantee to the Company the due performance of its obligations under the scheme. 112 Glanbia plc 2014 Annual Report and Accounts If the Company ceases to have any shareholding in GII, the Shareholders’ Agreement provides that the following will happen: • the proposed licence arrangements for use by GII of the Avonmore and Premier trademarks will terminate; • GII will change its name to a new name which does not include the name ‘Glanbia’ and the Company will pay to GII 50% of the vouched reasonable costs of rebranding up to a maximum liability for the Company of €500,000; and • unless the Society effects a change of its name to one which does not include the name ‘Glanbia’ within a prescribed period from the date on which the Company ceases to have any shareholding in GII, the Society will bear the reasonable and vouched costs of the Company and its subsidiaries rebranding to a name which does not include the name ‘Glanbia’. 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 ‘Our People’ on pages 44 to 48 and throughout the ‘Operations Review’ on pages 38 to 43. 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 114. 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. Information required to be disclosed by LR 9.8.4 R, United Kingdom Listing Authority For the purposes of LR 9.8.4C R, the information required to be disclosed by LR 9.8.4 R can be found in the following locations: Section Topic Interest capitalised Location Financial Statements, note 10 (1) (2) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14) Publication of unaudited financial information Not applicable Details of long-term incentive schemes Remuneration Committee report Waiver of emoluments by a director Waiver of future emoluments by a director Non pre-emptive issues of equity for cash Item (7) in relation to major subsidiary undertakings Parent participation in a placing by a listed subsidiary Not applicable Not applicable Not applicable Not applicable Not applicable Contracts of significance Other Statutory Information Provision of services by a controlling shareholder Not applicable Shareholder waivers of dividends Shareholder waivers of future dividends Other Statutory Information Other Statutory Information Agreement with controlling shareholders Page 63 All the information cross-referenced above is hereby incorporated by reference into this Directors’ Report. www.glanbia.com 113 Governance 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 64 to 67 confirms that he/she 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. Pages 1 to 114 are deemed to be the Directors’ Report which encompasses Strategy (pages 1 to 57) and Governance (pages 58 to 114) Directors’ Report On behalf of the Board Liam Herlihy Directors 24 February 2015 Siobhán Talbot Mark Garvey 114 Glanbia plc 2014 Annual Report and Accounts Financial statements Independent Auditors’ Report to the members of Glanbia plc 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 116 121 122 123 124 125 126 127 128 129 190 193 www.glanbia.com 115 Independent Auditors’ report to the members of Glanbia plc 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 03 January 2015 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 03 January 2015 and of its cash flows for the year then ended; and the Group and Company Financial Statements have been 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. WHAT WE HAVE AUDITED Glanbia plc's Financial Statements comprise: the Group income statement and statement of comprehensive income for the year ended 03 January 2015; the Group and Company statements of changes in equity for the year ended 03 January 2015; the Group and Company balance sheets as at 03 January 2015; the Group statements of cash flows for the year ended 03 January 2015; the Company statement of comprehensive income and statement of cash flows for the year ended 03 January 2015; and the notes to the Financial Statements, which include a summary of significant accounting policies and other explanatory information. Certain required disclosures 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. The financial reporting framework that has been applied in the preparation of the Financial Statements is 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. OUR AUDIT APPROACH – OVERVIEW Materiality Overall Group materiality: €9.2 million (2013: €8 million) which represents approximately 5% of profit before tax and exceptional items. Audit scope We conducted audit work in 17 reporting units. We paid particular attention to these reporting units due to their size or risk characteristics. Taken together, the reporting units and functions where we performed our audit work accounted for 85% of Group revenues and 87% of Group profit before tax and exceptional items. Area of focus Goodwill and indefinite life intangible assets impairment assessment Business combinations Provision for income taxes Risk of fraud in revenue recognition Pension liabilities The scope of our audit and our areas of focus We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) (ISAs (UK & Ireland)). We designed our audit by determining materiality and assessing the risks of material misstatement in the Financial Statements. In particular, we looked at where the Directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the Directors that may represent a risk of material misstatement due to fraud. The risks of material misstatement that had the greatest effect on our audit, including the allocation of our resources and effort, are identified as "areas of focus" below together with an explanation of how we tailored our audit to address these specific areas. This is not a complete list of all risks identified by our audit. Area of focus Goodwill and indefinite life intangible assets impairment assessment Refer to note 15. The Group has goodwill and indefinite life intangible assets of €362 million at 03 January 2015 (see note 15). There are eight individual Cash Generating Units (CGUs). The most significant goodwill and indefinite life intangible assets relates to the Group's Global Performance Nutrition business (€253 million) and the Group's Customised Solutions business (€80 million). We focused on this area given the scale of the assets and because the determination of whether an impairment charge for goodwill or indefinite life intangible assets was necessary involves significant judgement in estimating the future results of the business. 116 104 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts How our audit addressed the area of focus Our audit procedures included interrogating the Group's impairment model, and evaluating the methodology followed and key assumptions used. 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 the Directors estimation of growth in future profitability by considering sales growth used in the cash flow forecasts in light of: current sales demand; and independent projections of the expected growth of key markets, in particular the Performance Nutrition market in the US and globally. We also considered the Group's historic growth rates and its achievement record of past strategic objectives. We considered and challenged the discount rates used by recalculating the cost of capital adjusted to reflect risks associated with each CGU using observable inputs from independent sources. We also benchmarked the discount rates used against the published cost of capital for comparable organisations. We also performed our own sensitivity analysis on the impact of changes in key assumptions. Area of focus Business combinations Refer to note 36. The Group acquired The Isopure Company, LLC (Isopure) during the year for consideration of €107 million. The Group acquired Nutramino Holding ApS (Nutramino) during the year for consideration of €21 million. For both acquisitions, the Group was required to determine the fair values of all acquired assets and liabilities and to identify and value intangible assets, including goodwill arising on acquisition. The consideration arising on the acquisition of Nutramino included a portion which is contingent on future earnings. The fair value of contingent consideration is required to be calculated at the acquisition date and was estimated at €4.8 million. Due to a better than anticipated performance the estimate increased to €11.3 million at the year end. As set out in note 7, the increase in this estimate of €6.5 million was charged to the income statement in accordance with IFRS 3 and is included in exceptional items. We focused on this area as significant judgement is exercised in; The identification and valuation of acquired intangible assets including: Isopure brand €57.2m Isopure customer relationships Nutramino brand Nutramino customer relationships €26.6m €9.9m €5.2m The estimate of the contingent consideration at the acquisition and year end date. How our audit addressed the area of focus We obtained and considered the reports prepared by management’s independent valuation specialists. For both acquisitions we considered the process applied to identify intangible assets and performed procedures to assess the reasonableness of the assumptions applied in valuing such assets. In particular we consulted with our in-house valuation specialists regarding the relief from royalty rate which was used to devise the brand valuations. We compared the customer attrition rates used in the valuation of customer relationships with those which have been observed to date by the Group in other acquisitions in the Performance Nutrition sector since 2008. We compared the projected gross margins to those historically achieved by the acquired businesses. We performed sensitivity analysis around the key drivers of the valuation models including the relief from royalty rate, the customer attrition rate, the sales growth rate and the discount rate applied to the cash flow forecasts. We also assessed the reasonableness of fair values of other assets and liabilities acquired in the business combinations. In the case of Nutramino, when assessing the fair value of the contingent consideration at the acquisition date and at the year end, we obtained the most up to date management budgets and forecasts used to estimate the likely earn out. We challenged the assumptions used by management and considered the budgeted earnings in the light of historic results. Area of focus Provision for income taxes As described in the critical accounting estimates and judgements section in note 4, the Group is subject to income tax in numerous jurisdictions and judgement is required in determining the worldwide provision for current and deferred 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 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 determine the provision for uncertain tax positions. This included holding discussions with PwC international and Irish 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 www.glanbia.com 117 financial statements Independent Auditors’ report to the members of Glanbia plc continued Independent Auditors’ report to the members of Glanbia plc continued Area of focus Risk of fraud in revenue recognition 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 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 agreements in Global Performance Nutrition, Customised Solutions and Consumer Products by independently recalculating rebate amounts based on the underlying customer agreements and the observable sales data of the entity. Area of focus Pension liabilities Refer to note 28. The deficits on the Group's defined benefit pension schemes included on the balance sheet is determined based on a number of key estimates, a significant assumption being the discount rate at year end. The discount rate has been adversely impacted in the current year by the continuing decline in global bond yields. Assumptions regarding mortality rates and inflation are also important. We focus on these assumptions because a modest change in such assumptions can result in a material change in the value of the overall deficit. How our audit addressed the area of focus We considered and challenged the reasonableness of the actuarial assumptions used by management regarding discount rates, salary increases, inflation and mortality rates, by holding dialogue with our in-house actuaries and comparing the assumptions to in-house benchmark data. We evaluated whether the Directors' judgements and assumptions had been made on a basis consistent with prior years. We also focused on the valuations of pension plan liabilities and the pension assets as follows: we obtained third party confirmations on ownership and valuation of pension assets; and we independently tested changes in membership census data by reference to pension scheme records. HOW WE TAILORED THE AUDIT SCOPE We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the Financial Statements as a whole, taking into account the geographic structure of the Group, the accounting processes and controls and the industry in which the Group operates. The Group is structured along four business segments: Global Performance Nutrition, Global Ingredients, Dairy Ireland and Joint Ventures & Associates. The Group Financial Statements are a consolidation of 34 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. Our Group audit scope focused on 17 Glanbia reporting units. Ten subsidiaries and joint ventures were subject to an audit of their full financial information due to their size or risk characteristics. This included the primary central reporting unit, which controls central Group functions. 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 85% of Group turnover and 87% of Group profit before tax and exceptional items. Taken collectively these reporting units 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 over central functions and areas of significant judgement including taxation, goodwill, treasury and post-retirement benefits 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 units regularly on a rotational basis. In addition to these visits, meetings are held with each full scope reporting unit's component auditors at least once a year and post audit conference calls are held. 118 106 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts Materiality The scope of our audit is influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and 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 Financial Statements as a whole as follows: Overall Group materiality How we determined it Rationale for benchmark applied €9.2 million (2013: €8 million) 5% of profit before tax and exceptional items We applied this benchmark because in our view this is the metric against which the performance of the Group is most commonly measured and it results in using a materiality level that is appropriately normalised from year to year. We agreed with the Audit Committee that we would report to them misstatements identified during our audit above €0.5 million (2013: €0.4 million) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons. Going concern Under the Listing Rules of the Irish Stock Exchange we are required to review the Directors’ statement, set out on page 104, in relation to going concern. We have nothing to report having performed our review. As noted in the Directors’ statement, the Directors have concluded that it is appropriate to prepare the Group and Company 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. Other required reporting CONSISTENCY OF OTHER INFORMATION Companies Acts 1963 to 2013 opinions 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. ISAs (UK & Ireland) reporting Under ISAs (UK & Ireland) we are required to report to you if, in our opinion: We have no exceptions to report arising from this responsibility. We have no exceptions to report arising from this responsibility. 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. the statement given by the Directors on page 114, in accordance with provision C.1.1 of the UK Corporate Governance Code (the Code), 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 is materially inconsistent with our knowledge of the Group acquired in the course of performing our audit. the section of the Annual Report on page 72, as required by provision C.3.8 of the Code, 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. www.glanbia.com 107 www.glanbia.com 119 financial statements Independent Auditors’ report to the members of Glanbia plc continued WHAT AN AUDIT OF FINANCIAL STATEMENTS INVOLVES 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 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. We primarily focus 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. We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both. 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. Martin Freyne for and on behalf of PricewaterhouseCoopers Chartered Accountants and Statutory Audit Firm Ballycar House Newtown Waterford Date: 24 February 2015 DIRECTORS' REMUNERATION Under the Companies Acts 1963 to 2013 we are required to report to you 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 no exceptions 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 and the two provisions of the Irish Corporate Governance Annex specified for our review. We have nothing to report having performed our review. OTHER 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. 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 03 January 2015 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. 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 114, 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 applicable 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. 120 108 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts Group income statement Group income statement for the financial year ended 03 January 2015 for the financial year ended 03 January 2015 Pre- exceptional 2014 €’000 Exceptional 2014 €’000 (note 7) Notes Total 2014 €’000 Pre- exceptional 2013 €’000 Exceptional 2013 €’000 (note 7) Total 2013 €’000 Revenue 5 2,538,368 – 2,538,368 2,382,133 – 2,382,133 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 Attributable to: Equity holders of the Parent Non-controlling interests 6 10 10 11 25 208,634 (22,512) (15,949) – 192,685 (22,512) 187,665 (21,011) 5,804 193,469 – (21,011) 186,122 (15,949) 170,173 166,654 5,804 172,458 1,725 (22,050) 23,729 – – – 1,725 (22,050) 23,729 2,168 (25,110) 26,488 – – – 2,168 (25,110) 26,488 189,526 (28,252) (15,949) 1,870 173,577 (26,382) 170,200 5,804 176,004 (24,692) (316) (25,008) 161,274 (14,079) 147,195 145,508 5,488 150,996 Earnings per share attributable to the equity holders of the Parent Basic earnings per share (cents) Diluted earnings per share (cents) 12 12 On behalf of the Board L Herlihy Directors S Talbot M Garvey 146,313 882 147,195 49.60 49.32 150,330 666 150,996 51.01 50.66 www.glanbia.com 109 www.glanbia.com 121 financial statements Group statement of comprehensive income Group statement of comprehensive income for the financial year ended 03 January 2015 for the financial year ended 03 January 2015 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 credit/(charge) 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 Notes 2014 €’000 147,195 2013 €’000 150,996 28 27 24 24 22 22 22 22 27 (42,369) 4,868 (8,900) 1,120 97,805 (9,544) 1,457 507 (140) (1,546) (166) (1,149) 220 (24,592) 2,472 1,425 898 (541) Other comprehensive income/(expense) for the year, net of tax 44,804 (22,979) Total comprehensive income for the year 191,999 128,017 Total comprehensive income attributable to: Equity holders of the Parent Non-controlling interests 191,117 882 127,351 666 25 Total comprehensive income for the year 191,999 128,017 122 110 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts Group statement of changes in equity Group statement of changes in equity for the financial year ended 03 January 2015 for the financial year ended 03 January 2015 Attributable to equity holders of the Parent Share capital and share premium €’000 (note 23) Other reserves €’000 (note 22) Retained earnings €’000 (note 24) Total €’000 Non- controlling interests €’000 (note 25) Total €’000 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 movement 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 Balance at 04 January 2014 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 income for the year Dividends paid during the year Cost of share based payments Transfer on exercise, vesting or expiry of share based payments Deferred tax on share based payments Sale of shares held by subsidiary Shares issued Premium on shares issued Purchase of own shares – – – – – – – – – – – – 150,330 150,330 666 150,996 – – – 2,323 (541) (24,592) 2,472 (20,338) (1,546) (166) (929) – – – – 147,689 (1,546) (166) (929) 2,323 (541) (24,592) 2,472 127,351 – – – – – – – 666 (1,546) (166) (929) 2,323 (541) (24,592) 2,472 128,017 – 4,568 (27,929) – (27,929) 4,568 (307) – (28,236) 4,568 – 41 1,861 – 103,997 4,468 – – (7,387) 126,600 (4,468) – – – 405,289 – 41 1,861 (7,387) 635,886 – – – – 7,634 – 41 1,861 (7,387) 643,520 – 146,313 146,313 882 147,195 – – – – – – – – – – – – – – 1,964 (140) 97,805 (9,544) 90,085 (42,369) 4,868 (7,780) – – – – 101,032 (42,369) 4,868 (7,780) 1,964 (140) 97,805 (9,544) 191,117 – 5,516 (30,751) – (30,751) 5,516 – – – 14 717 – 4,361 – – – – (7,981) (4,361) 272 2,092 – – – – 272 2,092 14 717 (7,981) – – – – – – – 882 (620) – – – – – – – (42,369) 4,868 (7,780) 1,964 (140) 97,805 (9,544) 191,999 (31,371) 5,516 – 272 2,092 14 717 (7,981) Balance at 03 January 2015 104,728 218,581 473,573 796,882 7,896 804,778 www.glanbia.com 111 www.glanbia.com 123 financial statements Group balance sheet Group balance sheet as at 03 January 2015 as at 03 January 2015 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 Directors S Talbot M Garvey 124 112 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts Notes 14 15 16 17 19 27 18 (a) 20 19 32 21 23 22 24 25 26 27 28 29 30 31 26 32 29 2014 €’000 2013 €’000 490,180 662,169 81,365 69,945 9,863 28,503 10,621 1,352,646 373,972 454,486 80,492 62,894 9,376 22,464 9,498 1,013,182 336,802 305,027 1,279 110,370 753,478 314,481 257,216 1,750 106,259 679,706 2,106,124 1,692,888 104,728 218,581 473,573 796,882 7,896 804,778 103,997 126,600 405,289 635,886 7,634 643,520 620,317 128,002 114,808 18,569 2,214 883,910 441,641 95,584 78,035 18,492 2,471 636,223 390,350 3,115 416 574 22,981 417,436 1,301,346 344,642 1,415 39,062 1,725 26,301 413,145 1,049,368 2,106,124 1,692,888 Group statement of cash flows Group statement of cash flows for the financial year ended 03 January 2015 for the financial year ended 03 January 2015 Cash flows from operating activities Cash generated from operating activities Interest received Interest paid Tax paid Net cash inflow from operating activities Cash flows from investing activities Acquisition of subsidiaries - purchase consideration Acquisition of subsidiaries - liabilities settled at completion Acquisition of subsidiaries - cash and cash equivalents acquired Insurance proceeds Purchase of property, plant and equipment Purchase of intangible assets Dividends received from Joint Ventures Loans repaid by Joint Ventures & Associates Decrease in available for sale financial assets Proceeds from property, plant and equipment Net cash (outflow) from investing activities Cash flows from financing activities Proceeds from issue of ordinary shares Sale of shares held by subsidiary Purchase of own shares Increase/(decrease) in borrowings Redemption of preference shares Finance lease payments Dividends paid to Company shareholders Dividends paid to non-controlling interests Net cash inflow/(outflow) from financing activities Net (decrease) 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) in cash and cash equivalents Cash movements from debt financing Acquisition of subsidiaries - debt acquired Fair value movement of currency 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 Notes 35 36 36 36 17 23 24 22 13 25 21 36 2014 €’000 2013 €’000 230,716 1,683 (24,358) (34,393) 173,648 (125,812) (16,138) 2,768 1,035 (101,953) (13,532) 12,648 – 334 63 (240,587) 731 2,092 (7,981) 138,242 (39,062) (313) (30,751) (620) 62,338 (4,601) 106,259 8,712 110,370 2014 €’000 (4,601) (98,867) (1,401) (104,869) (453) (30,597) (135,919) (374,444) (510,363) 169,296 2,253 (26,409) (31,600) 113,540 – – – 7,670 (94,897) (17,346) 10,937 7,178 1,752 780 (83,926) 1,902 – (7,387) (138,496) (24,425) – (27,929) (307) (196,642) (167,028) 275,572 (2,285) 106,259 2013 €’000 (167,028) 162,921 – (4,107) 674 5,549 2,116 (376,560) (374,444) 26 21 (620,733) 110,370 (510,363) (480,703) 106,259 (374,444) www.glanbia.com 113 www.glanbia.com 125 financial statements Company balance sheet Company balance sheet as at 03 January 2015 as at 03 January 2015 ASSETS Non-current assets Investments in associates Investments in subsidiaries Available for sale financial assets Current assets Trade and other receivables Cash and cash equivalents Total assets EQUITY Issued capital and reserves attributable to equity holders of the Company Share capital and share premium Retained earnings Other reserves Total equity LIABILITIES Non-current liabilities Deferred tax liabilities Current liabilities Trade and other payables Bank overdraft Total liabilities Total equity and liabilities Notes 16 18 (b) 18 (a) 19 21 23 24 27 31 26 2014 €’000 2013 €’000 22,876 609,530 4,488 636,894 22,876 609,440 514 632,830 147 8,590 8,737 209 – 209 645,631 633,039 459,996 54,875 8,282 523,153 459,265 65,170 4,350 528,785 403 403 – – 122,075 – 122,075 122,478 102,021 2,233 104,254 104,254 645,631 633,039 As permitted by Section 148(8) of the Companies Act, 1963 and Section 7(1A) of the Companies (Amendment) Act, 1986, the Parent Company is availing of the exemption from presenting its separate income statement in these Financial Statements and from filing it with the Registrar of Companies. The profit for the year dealt with in the Financial Statements of the Company amounts to €24.8 million (2013: loss €10.2 million). On behalf of the Board L Herlihy Directors S Talbot M Garvey 126 114 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts Company statement of changes in equity Company statement of changes in equity for the financial year ended 03 January 2015 for the financial year ended 03 January 2015 Other reserves Share capital and share premium €’000 (note 23) Retained earnings €’000 (note 24) Capital reserve €’000 (note 22 a) Own shares €’000 (note 22 f) Share based payment reserve €’000 (note 22 g) Available for sale financial asset reserve €’000 (note 18) Balance at 29 December 2012 457,363 107,795 4,227 (8,221) 6,695 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 – – – – 41 1,861 – (10,228) (27,929) – (4,468) – – – – – – – – – – Balance at 04 January 2014 459,265 65,170 4,227 Profit for the year Other comprehensive income/(expense) Fair value movements Deferred tax on fair value movements Total comprehensive 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 – – – – – – – 14 717 – 24,817 – – 24,817 (30,751) – (4,361) – – – – – – – – – – – – – – – – 7,417 – – (7,387) (8,191) – – – – – – 8,207 – – (7,981) – – 4,568 (2,949) – – – 8,314 – – – – – 5,516 (3,846) – – – – – – – – – – – – – 3,039 (1,003) 2,036 – – – – – – Total €’000 567,859 (10,228) (27,929) 4,568 – 41 1,861 (7,387) 528,785 24,817 3,039 (1,003) 26,853 (30,751) 5,516 – 14 717 (7,981) Balance at 03 January 2015 459,996 54,875 4,227 (7,965) 9,984 2,036 523,153 www.glanbia.com 115 www.glanbia.com 127 financial statements Company statement of comprehensive income and statement of cash flows Company statement of comprehensive income and statement of cash flows for the financial year ended 03 January 2015 for the financial year ended 03 January 2015 Company statement of comprehensive income Profit/(loss) for the year after tax Other comprehensive income/(expense) for the year Revaluation of available for sale financial assets Deferred tax on revaluation of available for sale financial assets Other comprehensive income for the year, net of tax Total comprehensive income/(expense) for the year 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 Purchase of other Group companies Disposal of other Group companies Purchase of investments Net cash (outflow)/inflow 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 in cash and cash equivalents (Bank overdraft) at the beginning of the year Cash and cash equivalents/(bank overdraft) at the end of the year Notes 24 18 27 Notes 35 18 23 13 22 2014 €’000 24,817 2013 €’000 (10,228) 3,039 (1,003) 2,036 26,853 – – – (10,228) 2014 €’000 2013 €’000 49,849 49,849 33,370 33,370 (117) 27 (935) (1,025) 731 (30,751) (7,981) (38,001) 10,823 (2,233) 8,590 (2,085) 3,165 (513) 567 1,902 (27,929) (7,387) (33,414) 523 (2,756) (2,233) 128 116 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts Notes to the financial statements Notes to the financial statements for the financial year ended 03 January 2015 for the financial year ended 03 January 2015 1. GENERAL INFORMATION Glanbia plc (the Company) and its subsidiaries (together the Group) is a leading 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 2015 and currently holds, together with its subsidiaries, 41.2% 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 24 February 2015. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICES New accounting standards and IFRIC interpretations adopted by the Group during the year ended 03 January 2015 are dealt with in section (z) below. The adoption of these standards and interpretations had no significant impact on the results or financial position of the Group during the year. The other principal accounting policies adopted in the preparation of these Financial Statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated. (a) Basis of preparation These consolidated Financial Statements have been prepared in accordance with EU adopted International Financial Reporting Standards (IFRS), IFRIC interpretations and those parts of the Companies Acts, 1963 to 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 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 the 52-week period ending on 03 January 2015, comparatives are for the 53-week period ended 04 January 2014. The balance sheets for 2014 and 2013 have been drawn up as at 03 January 2015 and 04 January 2014 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). Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are 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: represents a separate major line of business or geographical area of operation; or is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operation; or 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 www.glanbia.com 117 www.glanbia.com 129 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued 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 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 applies IFRS 11 to all joint arrangements. Under IFRS 11 investments in joint arrangements are classified as either joint operations or joint ventures depending on the contractual rights and obligations of each investor. Glanbia plc has assessed the nature of its joint arrangements and determined them to be joint ventures. Joint ventures are accounted for using the equity method. (iv) 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. (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: assets and liabilities at each reporting date are translated at the closing rate at the reporting date of the balance sheet; and 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. 130 118 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts The Group uses the direct method of consolidation for revaluation of the net investments in foreign operations where the Financial Statements of the foreign operation are translated directly into the functional currency of the ultimate parent. (e) Property, plant and equipment Property, plant and equipment is stated at cost or deemed cost less subsequent depreciation less any impairment loss. Historic cost includes expenditure that is directly attributable to the acquisition of the assets. Cost may also include transfers from equity of any gains/losses on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Certain items of property, plant and equipment that had been revalued prior to the date of transition to IFRS (04 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. 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. 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. www.glanbia.com 119 www.glanbia.com 131 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued (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 and associates held by the Company are carried at cost. Impairment losses recognised in the income statement on equity instruments are not reversed through the income statement. (h) Leases Leases of assets where the Group has substantially all the risks and rewards of ownership are classified as finance leases. A determination is also made as to whether the substance of an arrangement could equate to a finance lease, considering whether fulfilment of the arrangement is 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. 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. 132 120 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts 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 ta x 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 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 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 or employee entitlements 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. 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 or uses own shares depending on the options exercised. 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. www.glanbia.com 121 www.glanbia.com 133 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued (iii) Awards under the 2008 Long Term Incentive Plan (LTIP) The fair value of shares awarded under the 2008 LTIP 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 (AIDIS) 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. Rebates and discounts are provided for based on agreements or contracts with customers, agreed promotional arrangements and accumulated experience. 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) Impairment of assets (i) 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 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 Ordinary shares purchased under the terms of the 2008 LTIP schemes and the AIDIS 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. 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 134 122 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts a recognised asset or liability or a highly probable forecast transaction (cash flow hedge). instruments that do not qualify for hedge accounting are recognised in the income statement. 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 (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 preference shares are recognised in the income statement as a finance cost. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the company or the counterpart. (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 www.glanbia.com 123 www.glanbia.com 135 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued 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) Income Statement format (i) 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 & Associates. (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 03 January 2015 and have been adopted by the Group: IFRS 10, ‘Consolidated financial statements’. IFRS 11, ‘Joint arrangements’. IFRS 12, ‘Disclosure of interests in other entities’. Amendments to IFRS 10,11,12 on transition guidance. IAS 27 (revised 2011) ‘Separate financial statements’. IAS 28 (revised 2011) ‘Associates and joint ventures’. Amendments to IFRS 10, IFRS 12 and IAS 27 on consolidation for investment entities. Amendments to IAS 32 on Financial instruments asset and liability offsetting. Amendments to IAS 36 ‘Impairment of assets’ on recoverable amount disclosures. Amendments to IAS 39 ‘Financial instruments: Recognition and measurement’, on novation of derivatives and hedge accounting. IFRIC 21 ‘Levies’. None of the above have had a significant impact on the results or the financial position of the Group during the year ended 03 January 2015. 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. Amendment to IAS 19 ‘Employee benefits’ regarding defined benefit plans (effective for periods beginning on or after 01 July 2014). This amendment applies to contributions from employees or third parties to defined benefit plans. The objective of the amendment is to simplify the accounting for contributions that are independent of the number of years of employee service, for example, employee contributions that are calculated according to a fixed percentage of salary. Amendments to IFRS 11, ‘Joint arrangements’ on acquisition of an interest in a joint operation (effective on or after 01 January 2016). These amendments add new guidance on how to account for the acquisition of an interest in a joint operation that constitutes a business. The amendments specify the appropriate accounting treatment for such acquisitions. Amendments to IAS 27, ‘Separate financial statements’ on the equity method (effective on or after 01 January 2016). These amendments allow entities to use the equity method for investments in subsidiaries, Joint Ventures & Associates in their separate financial statements. Amendments to IFRS 10, ‘Consolidated financial statements’ and IAS 28, ‘Investments in associates and joint ventures’ (effective on or after 01 January 2016). These amendments address an inconsistency between the requirements in IFRS 10 and those in IAS 28 in dealing with the sale or contribution of assets between an investor and its associates or joint venture. The main consequence of the amendment is that a full gain or loss is recognised when a transaction involves a business (whether it is housed in a subsidiary or not). A partial gain or loss is recognised when a transaction involves assets that do not constitute a business, even if these assets are housed in a subsidiary. IFRS 15 ‘Revenue from contracts with customers’ (effective on or after 01 January 2017). IFRS 15, ‘Revenue from contracts with customers’ is a converged standard from the IASB and FASB on revenue recognition. The standard will improve the financial reporting of revenue and improve comparability of the top line in financial statements globally. IFRS 9 ‘Financial instruments’ (effective on or after 01 January 2018). This standard replaces the guidance in IAS 39. It includes requirements on the classification and measurement of financial assets and liabilities; it also includes an expected credit losses model that replaces the current incurred loss impairment model. 136 124 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts Amendments to IFRS 9, ‘Financial instruments’, regarding general hedge accounting (effective on or after 01 January 2018). These amendments to IFRS 9, ‘Financial instruments’, bring into effect a substantial overhaul of hedge accounting that will allow entities to better reflect their risk management activities in the financial statements. 3. FINANCIAL RISK MANAGEMENT 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, 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. 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. 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 and accordingly exposed to foreign currency translation risk. 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 03 January 2015 and 04 January 2014, if the euro had weakened/strengthened by 5% against the US dollar with all other variables held constant, post-tax profit for the year would not have been materially impacted as a result of foreign exchange gains/losses on translation of US dollar denominated non-hedged trade receivables and cash and cash equivalents. A weakening/strengthening of the euro against the US dollar by 5% as at 03 January 2015 would have resulted in a currency translation gain/loss of approximately €36.7 million (2013: €31.9 million), which would be recognised directly in other comprehensive income. (b) Interest rate risk 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 can use 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 €1.5 million gain/loss during 2014 (2013: €1.6 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 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 equity. 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 indices across the eurozone countries would not have any material impact on Group operating profit. www.glanbia.com 125 www.glanbia.com 137 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued To manage its exposure to certain commodity markets the Group enters into commodity future contracts. For further details regarding the Group’s price risk see note 32. (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 the 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 €982.3 million (2013: €744.0 million) of which €362.0 million (2013: €263.4 million) was undrawn. The weighted average maturity of these facilities is 5.4 years (2013: 4.9 years). For further details regarding the Group’s borrowing facilities see note 26. (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 long term 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 long term 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. 138 126 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts 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 03 January 2015 Borrowings Future finance costs Derivative financial instruments Trade and other payables Deferred acquisition payment Less future finance costs Financial liabilities At 04 January 2014 Borrowings Future finance costs Derivative financial instruments Trade and other payables Less future finance costs Less than 1 year €’000 Between 1 and 2 years €’000 Between 2 and 5 years €’000 More than 5 years €’000 Total €’000 416 23,179 574 390,350 6,504 421,023 (23,179) 397,844 419 23,179 – – – 23,598 (23,179) 419 502 69,479 – – – 69,981 (69,479) 502 619,396 21,131 – – – 640,527 (21,131) 619,396 620,733 136,968 574 390,350 6,504 1,155,129 (136,968) 1,018,161 Less than 1 year €’000 Between 1 and 2 years €’000 Between 2 and 5 years €’000 More than 5 years €’000 39,062 25,042 1,725 344,642 410,471 (25,042) 385,429 – 23,481 – – 23,481 (23,481) – 203,266 238,375 59,835 31,665 – – 263,101 (59,835) – – 270,040 (31,665) 203,266 238,375 Total €’000 480,703 140,023 1,725 344,642 967,093 (140,023) 827,070 The Company has cash at bank of €8.6 million at year end (2013: borrowings €2.2 million). The contractual undiscounted cash flows equal the balance at 03 January 2015 and 04 January 2014. 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 03 January 2015 Foreign exchange contracts – cash flow hedges Inflow Outflow Foreign exchange contracts At 04 January 2014 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 €’000 295 (40) 255 – – – – – – – – – 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) – – – – – – – – – Total €’000 295 (40) 255 Total €’000 19 (24) (5) www.glanbia.com 127 www.glanbia.com 139 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued 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 €1,315.1 million (2013: €1,017.9 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 03 January 2015, the Group’s debt/adjusted EBITDA ratio was 1.97 times (2013: 1.66 times), which is deemed by management to be prudent and in line with industry norms. Adjusted EBITDA for the purpose of financing ratios is as per the Group’s financing agreements and includes 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 03 January 2015. 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 03 January 2015. 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: quoted prices (unadjusted) in active markets for identical assets and liabilities (level 1); 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 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 03 January 2015 and 04 January 2014: At 03 January 2015 Assets Derivatives used for hedging Available for sale financial assets – equity securities Total assets Liabilities Derivatives used for hedging Deferred acquisition payments Total liabilities 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 Notes Level 1 €’000 Level 2 €’000 Level 3 €’000 32 18 32 29 Notes 32 18 32 – 272 272 – – – Level 1 €’000 – 307 307 1,279 3,281 4,560 (574) – (574) Level 2 €’000 1,750 1,789 3,539 – – (1,725) (1,725) – – – – (6,504) (6,504) Level 3 €’000 – – – – – Total €’000 1,279 3,553 4,832 (574) (6,504) (7,078) Total €’000 1,750 2,096 3,846 (1,725) (1,725) 140 128 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts 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 and liabilities required for financial reporting purposes, including level 3 fair values. The Group did not hold any level 3 financial assets at 03 January 2015 or 04 January 2014. Level 3 financial liabilities are outlined in note 36. The valuation 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 and level 3 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 03 January 2015 Derivative financial assets Cash and cash equivalents At 04 January 2014 Derivative financial assets Cash and cash equivalents Gross amounts of recognised financial assets €’000 26,081 362,813 388,894 Gross amounts of recognised financial assets €’000 24,082 370,226 394,308 Gross amounts of recognised financial liabilities set off in the balance sheet €’000 (25,641) (252,443) (278,084) Gross amounts of recognised financial liabilities set off in the balance sheet €’000 (24,082) (263,967) (288,049) Net amounts of financial assets presented in the balance sheet €’000 440 110,370 110,810 Net amounts of financial assets presented in the balance sheet €’000 – 106,259 106,259 (b) Financial liabilities The following financial liabilities are subject to offsetting, enforceable master netting arrangements and similar agreements: At 03 January 2015 Derivative financial liabilities Bank overdrafts and borrowings At 04 January 2014 Derivative financial liabilities Bank overdrafts and borrowings Gross amounts of recognised financial liabilities €’000 (25,641) (873,176) (898,817) Gross amounts of recognised financial liabilities €’000 (24,095) (744,670) (768,765) Gross amounts of recognised financial assets set off in the balance sheet €’000 25,641 252,443 278,084 Gross amounts of recognised financial assets set off in the balance sheet €'000 24,082 263,967 288,049 Net amounts of financial liabilities presented in the balance sheet €’000 – (620,733) (620,733) Net amounts of financial liabilities presented in the balance sheet €’000 (13) (480,703) (480,716) 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. www.glanbia.com 129 www.glanbia.com 141 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued 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 sixteen 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. (b) Income taxes 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 and the applicable tax legislation is open to differing interpretations. The Group takes external professional advice to help minimise this risk. The Group recognises liabilities for anticipated tax authority review issues based on estimates of whether additional taxes will be due, having regard to all information available on the tax matter. The Group engages with local tax experts to support the judgements made where there is significant uncertainty about the position taken. In determining any liability for amounts expected to be paid to tax authorities, the Group has regard to the tax status of the entities involved, the external professional advice received, the status of negotiations and correspondence with the relevant tax authorities, past practices of the tax authorities and any precedents in the relevant jurisdiction. 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. 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 €393.3 million (2013: €346.5 million) and plan liabilities of €508.1 million (2013: €424.5 million) giving a net pension deficit of €114.8 million (2013: €78.0 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 03 January 2015, 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 €23.4 million (2013: €19.3 million). Additional information in relation to post employment benefits is disclosed in note 28. (d) Business combinations Business combinations are accounted for using the acquisition method which requires that the assets and liabilities assumed are recorded at their respective fair values at the date of acquisition. The application of this method requires certain estimates and assumptions particularly concerning the determination of the fair values of the acquired assets and liabilities assumed at the date of acquisition. For intangible assets acquired, the Group bases valuations on expected future cash flows. This method employs a discounted cash flow analysis using the present value of the estimated after-tax cash flows expected to be generated from the purchased intangible asset using risk adjusted discount rates, revenue forecasts, estimated customer attrition and royalty savings as appropriate. The period of expected cash flows is based on the expected useful life of the intangible asset acquired. 142 130 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts 5. SEGMENT INFORMATION In accordance with IFRS 8 – Operating Segments, the Group has four segments 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 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. nutrition products; Global Ingredients earns its revenue from the manufacture and sale of cheese, dairy and non dairy nutritional ingredients and vitamin and mineral premixes; 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, dairy ingredients and dairy consumer products. Each segment is reviewed in its totality by the Chief Operating Decision Maker. The Glanbia Operating Executive Committee assesses the trading performance of operating segments based on a measure of earnings before interest, tax, amortisation and exceptional items. Each segment derives its revenues as follows: Global Performance Nutrition earns its revenue from performance Amounts stated below for Joint Ventures & Associates represents the Group's share. 5.1 The segment results for the year ended 03 January 2015 are as follows: Total gross segment revenue Inter-segment revenue Global Performance Nutrition €’000 746,381 (154) (a) Global Ingredients €’000 1,210,376 (34,979) Dairy Ireland €’000 616,744 – JVs & Associates €’000 984,016 – Group including JVs & Associates €’000 3,557,517 (35,133) Segment external revenue 746,227 1,175,397 616,744 984,016 3,522,384 Segment earnings before interest, tax, amortisation and exceptional items (EBITA) (b) 89,188 100,426 19,020 36,427 245,061 Included in external revenue are related party sales between Dairy Ireland and Joint Ventures & Associates of €21.2 million and related party sales between Global Ingredients and Joint Ventures & Associates of €18.2 million. Inter-segment transfers or transactions are entered into under the normal commercial terms and conditions that would also be available to unrelated third parties. 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 2014 €’000 3,557,517 (35,133) (984,016) 2,538,368 www.glanbia.com 131 www.glanbia.com 143 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued 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 2014 €’000 245,061 (22,512) (15,949) (12,698) 1,725 (22,050) 173,577 (26,382) 147,195 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 03 January 2015 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 5,609 12,727 (15) 9,570 Global Ingredients €’000 18,359 7,416 (53) – Dairy Ireland €’000 8,262 2,369 (196) 6,379 JVs & Associates €’000 14,394 394 (1,142) – Group including JVs & Associates €’000 46,624 22,906 (1,406) 15,949 The segment assets and liabilities at 03 January 2015 and segment capital expenditure and acquisitions for the year then ended are as follows: Segment assets Segment liabilities Global Performance Nutrition €’000 801,572 (c) Global Ingredients €’000 709,810 Dairy Ireland €’000 293,186 JVs & Associates €’000 161,173 Group including JVs & Associates €’000 1,965,741 (d) 160,139 230,678 197,583 – 588,400 Segment capital expenditure and acquisitions (e) 186,700 64,439 29,367 56,469 336,975 5.1 (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. 2014 €’000 1,965,741 140,383 2,106,124 144 132 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts 5.1 (d): Segment liabilities are reconciled to reported liabilities as follows: Segment liabilities Unallocated liabilities Reported liabilities 2014 €’000 588,400 712,946 1,301,346 Unallocated liabilities primarily include items such as tax, borrowings and derivatives. 5.1 (e): Segment capital expenditure and acquisitions are reconciled to reported capital expenditure and acquisitions as follows: Segment capital expenditure and acquisitions Joint Ventures & Associates capital expenditure Unallocated capital expenditure Reported capital expenditure and acquisitions 2014 €’000 336,975 (56,469) 3,119 283,625 5.2 The segment results for the year ended 04 January 2014 are as follows: Total gross segment revenue Inter-segment revenue Global Performance Nutrition €’000 655,289 – (a) Global Ingredients €’000 1,118,526 (43,874) Dairy Ireland €’000 652,192 – JVs & Associates €’000 900,466 – Group including JVs & Associates €’000 3,326,473 (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 (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 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 Reported external revenue 2013 €’000 3,326,473 (43,874) (900,466) 2,382,133 www.glanbia.com 133 www.glanbia.com 145 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued 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 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 10,545 (15) – Global Ingredients €’000 16,036 7,459 (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 Global Performance Nutrition €’000 Global Ingredients €’000 Dairy Ireland €’000 JVs & Associates €’000 Group including JVs & Associates €’000 (c) 539,849 600,543 273,305 152,762 1,566,459 (d) 104,231 222,620 166,059 – 492,910 Segment capital expenditure and acquisitions (e) 43,060 50,984 20,836 34,117 148,997 146 134 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts 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 2013 €’000 1,566,459 126,429 1,692,888 2013 €’000 492,910 556,458 1,049,368 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 Reported capital expenditure and acquisitions 2013 €’000 148,997 (34,117) 2,413 117,293 5.3 Entity wide disclosures Revenue from external customers in the Global Performance Nutrition, Global Ingredients, Dairy Ireland 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: USA Ireland UK Rest of Europe Other 2014 €’000 1,823,565 745,524 212,774 312,492 428,029 2013 €’000 1,630,524 784,985 196,321 243,939 426,830 3,522,384 3,282,599 Revenue of approximately €350.3 million (2013: €297.4 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 €767.5 million (2013: €701.5 million) and located in other countries, mainly the USA, is €556.7 million (2013: €289.2 million). www.glanbia.com 135 www.glanbia.com 147 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued 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 Auditor’s remuneration* – Statutory audit of Group companies – Other assurance services – Tax advisory services – Other non-audit services Research and development costs Net foreign exchange gain/(loss) Other expenses Notes 2014 €’000 2,538,368 2013 €’000 2,382,133 (1,773,010) (1,676,122) 14 30 8 (32,230) 264 (27,203) 219 (256,023) (230,512) (774) (672) (2,174) (644) (7,830) 816 (728) (903) (1,728) (450) (7,722) (792) (257,457) (248,527) Earnings before interest, tax and amortisation (EBITA) Intangible asset amortisation 208,634 (22,512) 187,665 (21,011) 15 Operating profit before exceptional items 186,122 166,654 * Auditor’s remuneration for the Company in respect of its statutory audit amounted to €35,000 (2013: €35,000). 7. EXCEPTIONAL ITEMS Rationalisation costs Transaction related costs Irish defined benefit pension schemes Total exceptional (charge)/credit before tax Exceptional tax credit/(charge) Total exceptional (charge)/credit Notes (a) (b) (c) 11 2014 €’000 (6,379) (9,570) – (15,949) 1,870 2013 €’000 (8,029) – 13,833 5,804 (316) (14,079) 5,488 (a) Rationalisation costs primarily relate to the ongoing redundancy programmes in the Dairy Ireland segment and a related write down of tangible assets of €3.2 million (see note 14). (b) The Group acquired Nutramino Holding ApS on 17 January 2014 (see note 36). The fair value of the contingent consideration at that date was €4.8 million based on management’s forecast EBITDA for the business. Following a better than anticipated performance since acquisition, an additional earn out of €6.5 million is payable. In accordance with IFRS 3 – Business Combinations, any subsequent increase in contingent consideration to that estimated at the acquisition date must be charged to the income statement. The balance of transaction related costs, €3.1 million, relates to acquisition activities that did not come to fruition. The primary costs incurred were legal, taxation, due diligence, other consultancy and loan facility fees. (c) 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 were 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 arose 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. 148 136 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts 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 2014 €’000 215,158 22,312 5,516 4,811 8,226 256,023 1,678 2013 €'000 191,336 21,575 4,568 4,232 8,801 230,512 (7,807) 257,701 222,705 The average number of employees, excluding the Group’s Joint Ventures & Associates, in 2014 was 4,257 (2013: 3,750) and is analysed into the following categories: Global Performance Nutrition Global Ingredients Dairy Ireland 2014 1,442 1,632 1,183 2013 941 1,558 1,251 4,257 3,750 9. DIRECTORS’ REMUNERATION The Directors’ remuneration information is shown on pages 80 to 99 in the Corporate Governance section of this report. 10. FINANCE INCOME AND COSTS Finance income Interest income Total finance income Finance costs Bank borrowing costs on loans repayable in greater than five years Unwinding of discounts Finance lease costs Finance cost of private debt placement Finance cost of preference shares Total finance costs Net finance costs Notes 2014 €'000 2013 €’000 29 1,725 2,168 1,725 2,168 (6,812) (9,327) (165) (70) (13,442) (1,561) (118) – (12,989) (2,676) (22,050) (25,110) (20,325) (22,942) Net finance costs do not include borrowing costs of €2.0 million attributable to the acquisition, construction or production of a qualifying asset, which have been capitalised, as disclosed in note 14. www.glanbia.com 137 www.glanbia.com 149 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued 11. INCOME TAXES Current tax Irish current tax Adjustments in respect of prior years Irish current tax for the year Foreign current tax Adjustments in respect of prior years Foreign current tax for the year Total current tax Deferred tax Deferred tax – current year Adjustments in respect of prior years Total deferred tax Pre exceptional tax charge Exceptional tax (credit)/charge Current tax Deferred tax Total tax charge for the year (a) Notes on exceptional tax (credit)/charge: Notes 2014 €'000 2013 €’000 14,124 787 14,911 16,332 1,925 18,257 10,800 858 11,658 13,403 (2,238) 11,165 33,168 22,823 (3,681) (1,235) 356 1,513 27 (4,916) 1,869 28,252 24,692 (a) (a) (1,469) (401) (907) 1,223 26,382 25,008 (i) The rationalisation costs in the Dairy Ireland segment resulted in an exceptional current tax credit of €0.4 million (2013: €0.9 million) and an exceptional deferred tax credit of €0.4 million (2013: nil). (ii) The Group incurred transaction costs in 2014 relating to acquisition activities that did not come to fruition, which resulted in an exceptional current tax credit of €1.1 million. (iii) In 2013, the revisions to the Group’s Irish pension arrangements resulted in an exceptional deferred tax charge of €1.2 million. The exceptional net tax (credit)/charge in 2014 and 2013 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 Income tax calculated at Irish rate of 12.5% (2013: 12.5%) Earnings at higher 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 2014 €'000 173,577 21,697 2 7,305 1,477 (2,966) (1,133) 2013 €'000 176,004 22,000 29 9,017 133 (3,299) (2,872) 26,382 25,008 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 acquisitions and disposals. 150 138 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts 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) 2014 146,313 2013 150,330 Weighted average number of ordinary shares in issue 295,011,089 294,712,649 Basic earnings per share (cents per share) 49.60 51.01 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 Adjusted weighted average number of ordinary shares 2014 295,011,089 1,645,431 296,656,520 2013 294,712,649 2,041,339 296,753,988 Diluted earnings per share (cents per share) 49.32 50.66 Adjusted Adjusted earnings per share is calculated on the net profit attributable to equity holders of the Parent, before net exceptional items and intangible asset amortisation (net of related tax). Adjusted earnings per share is considered to be more reflective of the Group’s overall underlying performance. Profit attributable to equity holders of the Parent Amortisation of intangible assets (net of related tax) Amortisation of Joint Ventures & Associates intangible assets (net of related tax) Net exceptional items Adjusted net income Adjusted earnings per share (cents per share) Diluted adjusted earnings per share (cents per share) 2014 €'000 146,313 19,698 345 14,079 180,435 2013 €'000 150,330 18,385 222 (5,488) 163,449 61.16 55.46 60.82 55.08 www.glanbia.com 139 www.glanbia.com 151 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued 13. DIVIDENDS The dividends paid in 2014 and 2013 were €30.8 million (10.4 cents per share) and €27.9 million (9.46 cents per share) respectively. On 10 October 2014 an interim dividend of 4.43 cents per share on the ordinary shares amounting to €13.1 million was paid to shareholders on the register of members at 29 August 2014. The Directors have recommended the payment of a final dividend of 6.57 cents per share on the ordinary shares which amounts to €19.4 million. Subject to shareholders approval, this dividend will be paid on 15 May 2015 to shareholders on the register of members at 07 April 2015, the record date. These Financial Statements do not reflect this final dividend. 14. PROPERTY, PLANT AND EQUIPMENT Land and buildings €'000 Plant and equipment €'000 Motor vehicles €'000 Notes Year ended 04 January 2014 Opening net book amount Exchange differences Additions Disposals Reclassification Impairments Depreciation charge Closing net book amount At 04 January 2014 Cost Accumulated depreciation Net book amount Year ended 03 January 2015 Opening net book amount Exchange differences Acquisitions Additions Disposals Reclassification Impairments Depreciation charge 6 36 15 7 6 136,324 (2,685) 27,771 (646) (354) – (4,797) 172,897 (4,125) 71,705 (620) 354 (108) (22,119) 275 (30) 471 (54) – – (287) Total €'000 309,496 (6,840) 99,947 (1,320) – (108) (27,203) 155,613 217,984 375 373,972 210,258 (54,645) 528,272 (310,288) 18,732 (18,357) 757,262 (383,290) 155,613 217,984 375 373,972 155,613 13,052 – 39,846 (503) – (1,184) (6,126) 217,984 25,033 2,281 70,979 (346) 503 (2,032) (25,774) 375 125 206 502 (24) – – (330) 373,972 38,210 2,487 111,327 (873) 503 (3,216) (32,230) Closing net book amount 200,698 288,628 854 490,180 At 03 January 2015 Cost Accumulated depreciation Net book amount 265,793 (65,095) 641,234 (352,606) 19,658 (18,804) 926,685 (436,505) 200,698 288,628 854 490,180 Depreciation expense of €32.2 million was charged to the income statement during the year (2013: €27.2 million). An impairment of €3.2 million also arose (see note 7). The impairments arise from the rationalisation activities and the challenging retail environment in Dairy Ireland. Included in the cost of additions for 2014 is an amount of €56.6 million (2013: €41.1 million) incurred in respect of assets under construction. During the year, the Group has capitalised borrowing costs amounting to €2.0 million (2013: nil) on qualifying assets. Operating lease rentals amounting to €19.0 million (2013: €18.2 million) are charged to the income statement. 152 140 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts 15. INTANGIBLE ASSETS Year ended 04 January 2014 Opening net book amount Exchange differences Additions Reclassification Write-off of intangibles Amortisation Goodwill €'000 note (b) 189,112 (5,511) – (1,332) (511) – Other intangibles €'000 note (a) 262,268 (8,000) – 1,332 (24) (14,671) Notes 6 Software costs €'000 Development costs €'000 Total €'000 12,247 (338) 11,543 – – (4,280) 9,389 (405) 5,803 – (76) (2,060) 473,016 (14,254) 17,346 – (611) (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 (62,886) 62,232 (43,060) 26,706 (14,055) 574,487 (120,001) Net book amount 181,758 240,905 19,172 12,651 454,486 Year ended 03 January 2015 Opening net book amount Exchange differences Acquisitions Additions Reclassification Write-off of intangibles Amortisation 181,758 23,771 57,460 – – – – 240,905 33,517 98,820 – 42 – (15,058) 19,172 1,516 – 5,716 (545) – (4,568) 12,651 2,156 – 7,815 – (73) (2,886) 454,486 60,960 156,280 13,531 (503) (73) (22,512) 36 14 6 Closing net book amount 262,989 358,226 21,291 19,663 662,169 At 03 January 2015 Cost Accumulated amortisation 262,989 – 445,247 (87,021) 70,120 (48,829) 38,622 (18,959) 816,978 (154,809) Net book amount 262,989 358,226 21,291 19,663 662,169 Amortisation expense of €22.5 million (2013: €21.0 million) has been charged to the income statement during the year. The average remaining amortisation period for software costs is 8 years (2013: 8 years) and development costs is 4 years (2013: 6 years). Approximately €2.6 million of software additions during the year (2013: €4.2 million) were internally generated with the remaining balance acquired from external parties. Development costs of €0.1 million (2013: €0.1 million) were written off during the year due to uncertainty that these projects will reach commercialisation. www.glanbia.com 141 www.glanbia.com 153 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued Note 15 (a): Other intangibles Year ended 04 January 2014 Opening net book amount Exchange differences Reclassification Write-off of intangibles Amortisation Closing net book amount At 04 January 2014 Cost Accumulated amortisation Net book amount Year ended 03 January 2015 Opening net book amount Exchange differences Acquisitions Reclassification Amortisation Closing net book amount At 03 January 2015 Cost Accumulated amortisation Net book amount Brands/ know-how €'000 Customer relationships €'000 Other €'000 Total other intangibles €'000 Notes 160,576 (4,430) 2,083 – (3,633) 97,989 (3,503) (1,554) – (10,390) 3,703 (67) 262,268 (8,000) 803 (24) (648) 1,332 (24) (14,671) 154,596 82,542 3,767 240,905 166,972 130,857 (12,376) (48,315) 5,962 (2,195) 303,791 (62,886) 154,596 82,542 3,767 240,905 36 154,596 21,066 67,090 42 (3,968) 82,542 12,304 31,730 – (11,027) 3,767 147 – – (63) 240,905 33,517 98,820 42 (15,058) 238,826 115,549 3,851 358,226 256,312 (17,486) 182,185 (66,636) 6,750 (2,899) 445,247 (87,021) 238,826 115,549 3,851 358,226 Included in the total cost of brands/know-how are intangible assets of €99.0 million (2013: €87.5 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 included above. The remaining average amortisation period for Global Performance Nutrition brands/know-how is 38 years (2013: 37 years) and for the remaining brands/know-how is 12 years (2013: 13 years). Included in customer relationships are individual significant intangible assets of €49.6 million (2013: €49.8 million) with a remaining amortisation period of 7 years (2013: 8 years). The remaining customer relationships are amortised over an average period of 12 years (2013: 9 years). The remaining average amortisation period for other intangibles is 8 years (2013: 9 years). No intangible assets were acquired by way of government grant during the financial year (2013: nil). 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 8 CGUs have been identified and these are allocated between the Group’s main segments as follows: Global Performance Nutrition 3, Global Ingredients 4 and Dairy Ireland 1. 154 142 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts A summary of goodwill by CGU is as follows: Global Performance Nutrition Isopure Nutramino Global Performance Nutrition segment 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 IIIImpairment testing methodology and results Goodwill 2014 €’000 93,859 52,687 7,303 153,849 79,621 19,849 9,670 Exchange differences €’000 9,634 2,513 17 12,164 9,291 2,316 – Acquisition €’000 – 50,174 7,286 57,460 – – – Goodwill 2013 €’000 84,225 – – 84,225 70,330 17,533 9,670 262,989 23,771 57,460 181,758 Indefinite life intangibles 2014 €’000 Exchange differences €’000 Acquisition €’000 Indefinite life intangibles 2013 €’000 99,049 11,558 – 87,491 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 four year strategic plan formally approved by the Group Operating Executive Committee and the Board of Directors and specifically exclude the impact of future development activity. While the Group expects cash flow growth between year five and twenty a terminal value was derived for this further sixteen year period assuming zero growth. No significant impairments arose in either 2014 or 2013. 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 Key sources of estimation uncertainty Discount rates 2014 8.1% Discount rates 2013 7.5% 7.9%-8.1% 7.4%-7.5% 7.4% 7.9% The key assumptions employed in arriving at the estimates of value in use 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 cash flow model, replacement capital expenditure requirements and working capital investment. These assumptions take account of managements past experience, the Group’s financial position, history of earnings, cash flow generation and the nature of the industry in which it operates. Capital expenditure requirements and profitability are based on the Group’s strategic plans and broadly assume that historic investment patterns will be maintained. Working capital requirements are forecast to increase in line with activity. The assumptions used are consistent with the Group’s adjusted EPS growth target. Sensitivity analysis Sensitivity analysis has been performed across the CGUs. These CGUs had aggregate goodwill and indefinite life intangibles of €362.0 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 cash flow 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. www.glanbia.com 143 www.glanbia.com 155 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued 16. INVESTMENTS IN ASSOCIATES At the beginning of the year Share of profit after tax Transfer to investments in joint ventures Other comprehensive income At the end of the year 2014 Company €'000 22,876 – – – 22,876 2014 Group €'000 80,492 11,219 (3,119) (7,227) 81,365 2013 Company €'000 22,876 – – – 22,876 2013 Group €'000 67,586 13,760 – (854) 80,492 The associates listed below have share capital consisting solely of ordinary shares, which is held directly by the Group. Nature of investment in associates 2014 and 2013 Name of entity Glanbia Ingredients Ireland Limited Co-operative Animal Health Limited South Eastern Cattle Breeding Society Limited South East Port Services Limited Place of business/ country of incorporation Kilkenny, Ireland Tullow, Co. Carlow, Ireland Thurles, Co. Tipperary, Ireland Kilkenny, Ireland % of ownership interest 40% 50% 57% 49% Nature of the relationship Note 1 Note 2 Note 2 Measurement method Equity Equity Equity Equity Note 1: Glanbia Ingredients Ireland Limited is the leading Irish dairy processor. Its products, the large majority of which are exported, include milk powders, butter, cheese, whey protein, milk protein and casein. Note 2: 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 associates as the Group has significant influence over the entities, but not control, due to their co-operative structure. Note 3: The Group’s shareholding in Malting Company of Ireland Limited increased from 33.33% to 50%, it is now recognised as a joint venture (see note 17). There are no contingent liabilities relating to the Group’s interest in associates. 156 144 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts Summarised financial information for associates Set out below is the summarised financial information for the Group's associates, which are accounted for using the equity method. The information below reflects the amounts presented in the Financial Statements of the associates (and not Glanbia plc's share of those amounts) adjusted for differences in accounting policies between the Group and the associates. 2014 Associate balance sheet (100%): Non-current assets Current assets Non-current liabilities Current liabilities Net assets Glanbia Ingredients Ireland Ltd €'000 305,480 266,390 (240,676) (155,940) Other €'000 Total €'000 20,486 22,138 (11,698) (9,328) 325,966 288,528 (252,374) (165,268) 175,254 21,598 196,852 Group’s interest in associate/carrying value 70,102 11,263 81,365 Associate income statement (100%): Revenue Profit before tax Profit after tax Other comprehensive (expense)/income 2013 Associate balance sheet (100%): Non-current assets Current assets Non-current liabilities Current liabilities Net assets 894,386 30,525 26,472 (18,080) Glanbia Ingredients Ireland Ltd €'000 184,803 238,838 (129,105) (127,570) 42,157 1,477 1,250 9 936,543 32,002 27,722 (18,071) Other €'000 Total €'000 29,842 27,078 (17,599) (12,834) 214,645 265,916 (146,704) (140,404) 166,966 26,487 193,453 Group’s interest in associate/carrying value 66,786 13,706 80,492 Associate income statement (100%): Revenue Profit before tax Profit after tax Other comprehensive (expense) Further details in relation to principal associates are outlined in note 39. 878,034 36,203 31,695 (1,100) 51,710 2,577 2,258 (740) 929,744 38,780 33,953 (1,840) www.glanbia.com 145 www.glanbia.com 157 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued 17. INVESTMENTS IN JOINT VENTURES At the beginning of the year Share of profit after tax Disposals Transfer from investments in associates Other comprehensive income Income tax movement Dividend received Exchange differences At the end of the year 2014 €'000 62,894 12,510 (4,089) 3,119 405 5,032 (12,648) 2,722 2013 €'000 58,482 12,728 – – 433 3,930 (10,937) (1,742) 69,945 62,894 The joint ventures listed below have share capital consisting solely of ordinary shares, which are held directly by the Group. Nature of investment in joint ventures 2014 and 2013 Name of entity Southwest Cheese Company, LLC Glanbia Cheese Limited Milk Ventures (UK) Limited Malting Company of Ireland Limited Place of business/country of incorporation Clovis, New Mexico, USA Magheralin and Llangefni, UK Stockport, England Togher, Cork, Ireland % of ownership interest 50% 51% 50% 50% Nature of the relationship Note 1 Note 2 Note 3 Note 4 Measurement method Equity Equity Equity Equity Note 1: Southwest Cheese Company, LLC is a large scale manufacturer of cheese and whey and has facilitated the expansion of Glanbia's cheese and whey production capacity. Note 2: Glanbia Cheese Limited is a leading European mozzarella producer. Its customers include most of the leading pizza and pasta chains, food service operators, industrial food manufacturers, wholesalers and retailers across Europe and internationally. 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. Note 3: Milk Ventures (UK) Limited is the parent company of Nutricima Limited, a company incorporated in Nigeria and the manufacturer and supplier of branded consumer dairy products for the Nigerian market. Note 4: Malting Company of Ireland Limited provides Irish malted barley products to the brewing and distilling industry. Commitments and contingent liabilities in respect of joint ventures The Group has the following commitments relating to its joint ventures: Proportionate share of capital commitments There are no contingent liabilities relating to the Group's interest in its joint ventures. 2014 €'000 2013 €'000 2,000 607 158 146 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts Summarised financial information for joint ventures Set out below is the summarised financial information for the Group's joint ventures, which are accounted for using the equity method. The information below reflects the amounts presented in the financial statements of the joint ventures (and not Glanbia plc's share of those amounts) adjusted for differences in accounting policies between the Group and the joint ventures. 2014 Joint venture balance sheet (100%): Non-current assets Current assets Cash and cash equivalents Other current assets Non-current liabilities Financial liabilities Other non-current liabilities Current liabilities Bank overdrafts and loans Other current liabilities Southwest Cheese Company, LLC €'000 Glanbia Cheese Limited €'000 Milk Ventures (UK) Limited €'000 Other €'000 Total €'000 201,225 31,242 32,812 10,390 275,669 – 93,106 93,106 13,914 36,464 50,378 (134,358) – (134,358) (9,851) (98,614) (108,465) – (7,238) (7,238) – (28,842) (28,842) 2,094 35,736 37,830 (16,923) – (16,923) (3,028) (15,557) (18,585) 12 6,460 6,472 (2,036) (2,285) (4,321) (182) (5,561) (5,743) 16,020 171,766 187,786 (153,317) (9,523) (162,840) (13,061) (148,574) (161,635) Net assets 51,508 45,540 35,134 6,798 138,980 Group’s interest in joint venture/carrying value 25,754 23,225 17,567 3,399 69,945 Joint venture income statement (100%): Revenue Depreciation Interest (expense) Profit/(loss) before tax Tax Profit/(loss) after tax Other comprehensive income Dividend received by Group Exchange differences arising on consolidation 802,145 (9,502) (5,131) 20,373 (8,149) 12,224 360 (9,419) 2,360 300,954 (3,769) (105) 13,626 (3,295) 10,331 442 (3,229) 1,307 89,835 (1,933) (929) 1,458 1,005 2,463 – – (945) 10,807 (434) (57) (188) (17) (205) – – – 1,203,741 (15,638) (6,222) 35,269 (10,456) 24,813 802 (12,648) 2,722 www.glanbia.com 147 www.glanbia.com 159 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued 2013 Joint venture balance sheet (100%): Non-current assets Current assets Cash and cash equivalents Other current assets Non-current liabilities Financial liabilities Other non-current liabilities Current liabilities Bank overdrafts and loans Other current liabilities Southwest Cheese Company, LLC €'000 Glanbia Cheese Limited €'000 Milk Ventures (UK) Limited €'000 Other €'000 Total €'000 183,622 26,608 33,182 13,690 257,102 – 88,092 88,092 7,640 44,231 51,871 (119,718) – (119,718) – (3,871) (3,871) (5,940) (103,076) (109,016) – (36,076) (36,076) 1,157 31,938 33,095 (15,762) – (15,762) (2,220) (13,735) (15,955) – 7,722 7,722 – (7,844) (7,844) 8,797 171,983 180,780 (135,480) (11,715) (147,195) – (4,623) (4,623) (8,160) (157,510) (165,670) Net assets 42,980 38,532 34,560 8,945 125,017 Group’s interest in joint venture/carrying value 21,490 19,651 17,280 4,473 62,894 Joint venture income statement (100%): Revenue Depreciation Interest (expense) Profit before tax Tax Profit after tax Other comprehensive income/(expense) Dividend received by Group Exchange differences arising on consolidation 679,421 (9,184) (5,690) 24,798 (9,896) 14,902 1,634 (9,410) (567) 280,800 (3,469) (27) 12,137 (2,064) 10,073 (973) (1,527) (179) 82,464 (1,946) (960) 386 (94) 292 224 – (996) – – – (12) – (12) – – – 1,042,685 (14,599) (6,677) 37,309 (12,054) 25,255 885 (10,937) (1,742) 160 148 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts 18. INVESTMENTS (a) Available for sale financial assets At the beginning of the year Disposals/redemption Fair value movements Additions Amounts written off 2014 Company €'000 514 – 3,039 935 – 2014 Group €'000 9,498 (1,269) 1,457 935 – 2013 Company €'000 1 – – 513 – 2013 Group €'000 9,144 (1,071) 1,425 – – At the end of the year 4,488 10,621 514 9,498 Available for sale financial assets include the following: Listed securities Equity securities – eurozone countries Unlisted securities One51 plc The Irish Dairy Board Co-operative Limited Other available for sale financial assets 2014 Company €'000 2014 Group €'000 2013 Company €'000 2013 Group €'000 272 272 69 307 3,281 – 935 3,281 5,513 1,555 445 – – 1,789 6,725 677 4,488 10,621 514 9,498 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 €7.1 million (2013: €7.4 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. (b) Investments in subsidiaries At the beginning of the year Disposals Additions Amounts written off At the end of the year 2014 Company €'000 609,440 (27) 117 – 2013 Company €'000 611,660 (35,166) 34,284 (1,338) 609,530 609,440 www.glanbia.com 149 www.glanbia.com 161 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued 19. TRADE AND OTHER RECEIVABLES Trade receivables Less provision for impairment of receivables Trade receivables – net Prepayments Receivables from Joint Ventures & Associates Receivables from other related parties Loans to Joint Ventures & Associates Value added tax Other receivables Total Less non-current trade receivables: Loans to Joint Ventures & Associates Non-current Current Notes 37 37 37 37 2014 Company €'000 – – – – 36 – – – 111 2014 Group €'000 280,756 (8,600) 272,156 19,363 5,496 776 9,863 955 6,281 2013 Company €'000 – – – – – – – – 209 2013 Group €'000 248,721 (11,155) 237,566 10,718 921 806 9,376 2,053 5,152 147 314,890 209 266,592 – – (9,863) (9,863) – – (9,376) (9,376) 147 305,027 209 257,216 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 2014 Company €'000 147 – – – 2014 Group €'000 98,063 188,669 20,391 7,767 2013 Company €'000 209 – – – 2013 Group €'000 95,881 152,259 17,105 1,347 147 314,890 209 266,592 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 162 150 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts 2014 €'000 11,155 1,849 (3,269) (1,135) 2013 €'000 10,434 2,091 (743) (627) 8,600 11,155 As of 03 January 2015, trade receivables of €8.6 million (2013: €11.2 million) were impaired and accordingly a provision is provided as set out on page 162. 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. Set out below is an aged analysis of trade receivables which remain outstanding outside of trade terms which the Group has provided for. The breakdown of impaired trade receivables is as follows: Past due and impaired: Up to 3 months 3 to 6 months Over 6 months 2014 €'000 2013 €'000 1,504 2,061 5,035 2,163 1,748 7,244 8,600 11,155 The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. At 03 January 2015, trade receivables of €51.1 million (2013: €51.8 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 2014 €'000 2013 €'000 40,435 9,138 1,512 38,642 11,619 1,565 51,085 51,826 2014 €'000 112,602 198,546 25,654 2013 €'000 107,639 186,667 20,175 336,802 314,481 Included above are inventories carried at net realisable value amounting to €11.6 million (2013: €9.5 million). The amount written off in respect of these inventories was €3.9 million (2013: €4.0 million). 21. CASH AND CASH EQUIVALENTS Cash at bank and in hand Short term bank deposits 2014 Company €'000 8,590 – 2014 Group €'000 102,160 8,210 2013 Company €'000 – – 2013 Group €'000 86,259 20,000 8,590 110,370 – 106,259 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 151 www.glanbia.com 163 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued 22. OTHER RESERVES Merger reserve €'000 Currency reserve €'000 Hedging reserve €'000 Available for sale financial asset reserve €'000 Share based payment reserve €'000 Own shares €'000 Total €'000 (note b) (note c) (note d) (note e) (note f) (note g) Capital reserve €'000 (note a) 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 Balance at 04 January 2014 Currency translation differences Net investment hedge Revaluation of interest rate swaps – loss in year Foreign exchange contracts – gain in year Transfers to income statement: Foreign exchange contracts – loss in year Forward commodity contracts – gain in year Revaluation of forward commodity contracts – loss 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) – – – – – – – – – – – – – – – – – – – – – – – 4,568 (24,592) 2,472 776 (273) 155 162 78 1,425 (541) 4,568 7,417 (2,949) 4,468 – – 2,825 113,148 – 10,535 – (1,427) – 1,396 (7,387) (8,191) – (7,387) 8,314 126,600 – – – – – – – – – – – – – – – – – – – – – – – – 97,805 (9,544) – – – – – – – – – – – – (107) 1,122 271 (79) (700) – – – – – – – – 1,457 175 (315) – – – – – – – – – – – – – – – – – – – – – – – – – 8,207 5,516 (3,846) 97,805 (9,544) (107) 1,122 271 (79) (700) 1,457 (140) 5,516 4,361 (7,981) – (7,981) Balance at 03 January 2015 2,825 113,148 98,796 (745) 2,538 (7,965) 9,984 218,581 164 152 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts 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. At the beginning and the end of the year Note 22 (b): Merger reserve 2014 Company €'000 4,227 2014 Group €'000 2,825 2013 Company €'000 4,227 2013 Group €'000 2,825 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 2014 €'000 2013 €'000 355,271 (327,085) 84,962 355,271 (327,085) 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 (now named Waterford Foods Limited) 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 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 715,558 (2013: 864,898) 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 03 January 2015 cost €8.0 million (2013: €8.2 million) and had a market value of €9.2 million (2013: €9.6 million). Shares purchased for the 2008 LTIP scheme and Company’s Annual Incentive Deferred into Shares Scheme are deemed to be own shares in accordance with IAS 32 – Financial Instruments: Disclosure and Presentation. www.glanbia.com 153 www.glanbia.com 165 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued 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 2014 Company €'000 8,314 (3,846) 5,516 2014 Group €'000 8,314 (3,846) 5,516 2013 Company €'000 6,695 (2,949) 4,568 2013 Group €'000 6,695 (2,949) 4,568 At the end of the year 9,984 9,984 8,314 8,314 2002 Long Term Incentive Plan (the 2002 LTIP) Movement in the 2002 LTIP for the year ended 03 January 2015 and 04 January 2014 is as follows: At the beginning of the year Exercised 2014 Average exercise price in € per share 3.60 (3.18) 2014 Number of options 440,000 (230,000) 2013 Average exercise price in € per share 3.08 (2.76) 2013 Number of options 1,130,000 (690,000) At the end of the year 4.06 210,000 3.60 440,000 Expiry date in 2014 2019 2021 2021 2021 2021 2021 2021 Exercise price € 2.73 2.29 3.68 3.95 4.38 4.30 4.70 4.63 2014 Number of options – 35,000 20,000 – 90,000 – 45,000 20,000 2013 Number of options 140,000 50,000 20,000 20,000 90,000 55,000 45,000 20,000 210,000 440,000 Total options of 210,000 (2013: 440,000) ordinary shares were outstanding at 03 January 2015 under the 2002 Long Term Incentive Plan (the 2002 LTIP), at prices ranging between €2.29 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 (2013: 1,450) ordinary shares. The cost of the 2002 LTIP charged in the Group income statement was €0.1 million (2013: €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 (2013: 440,000) ordinary shares were exercisable at 03 January 2015 at a weighted average price of €4.06 (2013: €2.71). The weighted average share price at the date of exercise for share options exercised was €11.47 (2013: €8.80). The weighted average life for share options outstanding is six years. 166 154 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 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: 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 Return on Capital Employed (ROCE), with each of these performance conditions representing one-third of maximum vesting level, unless otherwise determined by the Remuneration Committee. 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). 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 03 January 2015 amounted to 2,073,126 (2013: 2,251,601) and are scheduled for release in August 2015, April, August and October 2016, July and November 2017 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 shall be determined by growth in the Company’s EPS, the Company’s TSR performance and the Company’s 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 is measured against pre-set targets as set out in the Remuneration Committee Report on pages 90 to 93. 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 €5.1 million (2013: €3.5 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 03 January 2015 and 04 January 2014 is as follows: At the beginning of the year Granted Vested Lapsed At the end of the year Expiry date in 2014 2015 2016 2017 2018 At the end of the year 2014 Number of Awards 2,251,601 841,000 (758,863) 2013 Number of Awards 2,714,000 824,100 (1,010,851) (260,612) (275,648) 2,073,126 2,251,601 2014 Number of Awards 2013 Number of Awards – – 604,926 639,200 829,000 50,000 719,401 717,600 764,600 – 2,073,126 2,251,601 www.glanbia.com 155 www.glanbia.com 167 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued The total expense in the Group income statement is analysed as follows: Granted in 2011 2008 Long Term Incentive Plan Granted in 2012 2008 Long Term Incentive Plan Granted in 2013 2008 Long Term Incentive Plan Granted in 2014 Share price at date of award € Period to earliest vesting Date Number of shares 4.35 – 776,500 Expense in Group income statement 2014 €'000 Expense in Group income statement 2013 €'000 – 747 Fair value € 3.59 6.26 1 year 855,500 5.44 1,019 811 10.11 2 years 824,100 8.63 1,715 1,903 2008 Long Term Incentive Plan 11.51 3 years 841,000 9.38 2,392 – Shares awarded under the 2008 LTIP are equity settled share-based payments as defined in IFRS 2 – Share Based Payments. On 02 July 2014, 50,000 of the share awards granted in 2010 vested, and 708,863 of the share awards granted in 2011 vested. The balance of 67,637 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 2014 0.1% 26.1% 0.94% Granted in 2013 0.2% 29.9% 1.17% Granted in 2012 0.2% 33.1% 1.6% Granted in 2011 2% 45% 2% Expected volatility was determined by calculating the historical volatility of the Company’s share price over a period equivalent to the expected life of the 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 is €0.3 million in 2014 (2013: €0.9 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 04 January 2014 Shares issued At 03 January 2015 Group At 04 January 2014 Shares issued At 03 January 2015 Number of shares (thousands) 295,646 230 Ordinary shares €'000 17,738 14 Share premium €'000 441,527 717 Total €'000 459,265 731 295,876 17,752 442,244 459,996 Number of shares (thousands) 295,646 230 Ordinary shares €'000 17,738 14 Share premium €'000 86,259 717 Total €'000 103,997 731 295,876 17,752 86,976 104,728 The total authorised number of ordinary shares is 350 million shares (2013: 306 million shares) with a par value of €0.06 per share (2013: €0.06 per share). All issued shares are fully paid. 168 156 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts 24. RETAINED EARNINGS 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 Total comprehensive (expense)/income for the year Dividends paid during the year Transfer on exercise, vesting or expiry of share based payments Balance at 04 January 2014 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 Deferred tax credit on share based payments Sale of shares held by subsidiary Balance at 03 January 2015 25. NON-CONTROLLING INTERESTS At the beginning of the year Share of profit for the year Dividends paid to minority At the end of the year Notes Company €'000 107,795 Group €'000 289,997 28 27 22 28 27 22 (10,228) 150,330 – – – (10,228) (1,546) (166) (929) 147,689 (27,929) (4,468) (27,929) (4,468) 65,170 405,289 24,817 146,313 – – – 24,817 (30,751) (4,361) – – (42,369) 4,868 (7,780) 101,032 (30,751) (4,361) 272 2,092 54,875 473,573 2014 €'000 7,634 882 (620) 2013 €'000 7,275 666 (307) 7,896 7,634 www.glanbia.com 157 www.glanbia.com 169 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued 26. BORROWINGS Current Bank overdraft and borrowings Cumulative redeemable preference shares Finance lease liabilities Non-current Bank borrowings Private debt placement Finance lease liabilities Total borrowings 2014 Company €'000 2014 Group €'000 2013 Company €'000 2013 Group €'000 – – – – – – – – – – – 416 416 2,233 – – 2,233 349,530 269,866 921 620,317 – – – – – 39,062 – 39,062 203,266 238,375 – 441,641 620,733 2,233 480,703 Borrowings are secured by cross-guarantees from other Group companies. On 31 July 2014, all 30.764 million of the remaining cumulative redeemable preference shares were redeemed at the issue price. The maturity of non-current borrowings is as follows: Between 1 and 2 years Between 2 and 5 years More than 5 years 2014 €'000 419 502 619,396 2013 €'000 – 203,266 238,375 620,317 441,641 The exposure of the Group’s total borrowings to interest rate changes, taking account of contractual repricing dates, at the reporting date is as follows: 12 months or less Between 1 and 2 years Between 2 and 5 years More than 5 years 2014 €'000 349,946 419 502 269,866 2013 €'000 242,328 – – 238,375 620,733 480,703 The effective interest rates at the reporting date are as follows: Overdrafts Borrowings EUR USD 2014 1.20% 1.83% 2013 1.95% 2.87% 2014 – 4.04% 2013 – 5.29% 170 158 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts The carrying amounts and fair values of non-current borrowings are as follows: Non-current borrowings Carrying amount 2014 €'000 620,317 Carrying amount 2013 €'000 441,641 Fair value 2014 €'000 645,781 Fair value 2013 €'000 456,064 The carrying value of current borrowings approximates to their fair value. The carrying amounts of the Group’s total borrowings are denominated in the following currencies: Euro US 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. Finance lease liabilities – minimum lease payments: 12 months or less Between 1 and 2 years Between 2 and 5 years Future finance charges on lease payments Present value of finance lease liabilities The present value of finance lease liabilities is as follows: 12 months or less Between 1 and 2 years Between 2 and 5 years 2014 €'000 207,215 413,518 2013 €'000 234,585 246,118 620,733 480,703 2014 €'000 70,482 362,040 2013 €'000 63,020 263,394 432,522 326,414 2014 €'000 472 452 517 1,441 (104) 1,337 2014 €'000 416 419 502 1,337 2013 €'000 – – – – – – 2013 €'000 – – – – www.glanbia.com 159 www.glanbia.com 171 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued 27. DEFERRED TAXES The following amounts are shown in the Group balance sheet: Deferred tax assets Deferred tax liabilities Net deferred tax liability The gross movement on the deferred tax account is as follows: 2014 Company €'000 – 2014 Group €'000 (28,503) 2013 Company €'000 – 403 128,002 403 99,499 – – At the beginning of the year Income statement – pre exceptional (credit)/charge Income statement – exceptional (credit)/charge Deferred tax charge to other comprehensive income Deferred tax (credit)/charge relating to defined benefit remeasurement Deferred tax on acquisition of subsidiaries and intellectual property Deferrred tax credited directly to equity Exchange differences Notes 11 11 22 24 36 24 2014 Company €'000* – (600) – 1,003 – – – – 2014 Group €'000 73,120 (4,916) (401) 140 (4,868) 27,741 (272) 8,955 At the end of the year 403 99,499 * The Company movement in deferred tax relates to a fair value gain and other movements. The movement in deferred tax assets and liabilities during the year is as follows: Deferred tax assets At 29 December 2012 Charged/(credited) to income statement Charged to other comprehensive income Exchange differences At 04 January 2014 Charged/(credited) to income statement (Credited) to other comprehensive income (Credited) directly to equity Acquisitions of subsidiaries and intellectual property Exchange differences Notes 24 24 24 Retirement benefit obligations €'000 (8,396) Other employee obligations €'000 (3,670) 1,621 166 2 (6,607) 439 (4,868) – – (7) (4,785) – 245 (8,210) (170) – (272) (301) (999) Tax losses €'000 (612) (24) – 11 (625) (56) – – – (26) 2013 Company €'000 – – – – – – – – – Other €'000 (7,285) 55 – 208 (7,022) 1,153 – – (204) (728) 2013 Group €'000 (22,464) 95,584 73,120 2013 Group €'000 71,094 1,869 1,223 541 166 – – (1,773) 73,120 Total €'000 (19,963) (3,133) 166 466 (22,464) 1,366 (4,868) (272) (505) (1,760) At 03 January 2015 (11,043) (9,952) (707) (6,801) (28,503) 172 160 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts Deferred tax liabilities At 29 December 2012 Charged/(credited) to income statement Charged to other comprehensive income Exchange differences At 04 January 2014 Charged/(credited) to income statement Charged to other comprehensive income Acquisition of subsidiaries and intellectual property Exchange differences Notes 22 22 Accelerated tax depreciation €'000 35,757 15,512 – (1,408) 49,861 5,675 – 93 6,349 Fair value gain/ loss €'000 163 – 541 – 704 – 140 IP and deferred development costs €'000 25,991 (1,073) – (797) 24,121 Other €'000 29,146 (8,214) – (34) 20,898 Total €'000 91,057 6,225 541 (2,239) 95,584 (91) – (12,267) – (6,683) 140 – – 28,146 4,380 7 (14) 28,246 10,715 At 03 January 2015 61,978 844 56,556 8,624 128,002 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 €123.4 million (2013: €116.3 million) to carry forward against future taxable profits, of which €51.1 million (2013: €48.0 million) are unrecognised capital losses. These unrecognised losses can be carried forward indefinitely. Deferred tax liabilities of €13.6 million (2013: €10.5 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 income tax charged/(credited) to other comprehensive income during the year is as follows: Available for sale financial asset reserve Hedging reserve Exchange differences Defined benefit remeasurements Notes 22 22 24 2014 €'000 315 (175) 8,955 (4,868) 2013 €'000 470 71 (1,773) 166 4,227 (1,066) www.glanbia.com 161 www.glanbia.com 173 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued 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 July 2011 and 01 January 2014. The contributions paid to the schemes in 2014 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 (expense)/gain Defined contribution pension schemes 2014 €'000 (508,098) 393,290 2013 €'000 (424,519) 346,484 (114,808) (78,035) Notes 2014 €'000 2013 €'000 (5,522) – (2,704) (8,226) – (5,128) (256) (3,417) (8,801) 13,833 (8,226) 5,032 (4,811) (4,232) 8 7 8 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 were 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 Service costs and net interest costs Negative past service costs, gains and losses on settlements Remeasurements – defined benefit schemes Contributions paid by employer At the end of the year Notes 8 7 24 2014 €'000 (78,035) (1,423) (8,226) – (42,369) 15,245 2013 €'000 (98,133) 436 (8,801) 13,833 (1,546) 16,176 (114,808) (78,035) 174 162 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 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 – Gain/(loss) from changes in demographic assumptions – (Loss) from changes in financial assumptions Contributions by plan participants Past service costs Payments from plans: Benefit payments 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 At the end of the year The principal actuarial assumptions used are as follows: 2014 €'000 (424,519) (5,933) (5,522) – (15,705) 3,765 8,463 (89,990) (1,867) – 2013 €'000 (430,736) 1,434 (5,128) 26,496 (16,193) 3,662 (633) (15,714) (1,959) (256) 23,210 14,508 (508,098) (424,519) 2014 €'000 346,484 4,510 13,001 2013 €'000 332,603 (998) 12,776 35,393 1,867 15,245 11,139 1,959 16,176 (23,210) – (14,508) (12,663) 393,290 346,484 Discount rate Inflation rate Future salary increases Future pension increases1 2014 IRL 2.10% 2014 UK 3.60% 1.20%–1.50% 1.95%–2.95% 2.50% 3.70% 0.00% 2.05%–2.80% 2013 IRL 3.60% 2013 UK 4.40% 2.00% 2.35%–3.35% 3.00% 4.10% 0.0% 2.40%–3.05% 1. 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 2014 €'000 42,369 302,866 2013 €'000 1,546 260,497 www.glanbia.com 163 www.glanbia.com 175 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued Plan assets are comprised as follows: 2014 2013 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 Quoted €’000 Unquoted €’000 Total €’000 24,340 7,617 24,741 10,621 12,227 11,677 7,365 3,714 3,019 – – – – – – – – – – 1,479 24,340 7,617 24,741 10,621 12,227 11,677 7,365 3,714 3,019 1,479 22,669 7,615 88 130,891 4,096 1,972 – – 26,765 9,587 88 130,891 761 2,246 6,473 2,472 38,976 391 – – 2,924 – 63,991 925 761 2,246 9,397 2,472 102,967 1,316 Quoted €’000 Unquoted €’000 Total €’000 23,332 8,799 21,559 8,846 13,272 9,398 7,277 3,856 2,827 – 24,832 2,569 2,399 107,929 – – – – – – – – – 1,225 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 – 663 717 3,025 9,244 – 89,050 850 717 3,025 9,244 4,815 89,050 1,513 % 6 2 6 3 3 3 2 1 1 0 7 2 0 33 0 1 2 1 26 1 % 6 3 6 3 4 3 2 1 1 1 7 1 1 30 0 1 3 1 25 1 317,903 75,387 393,290 100 242,373 104,111 346,484 100 Expected contributions to post-employment benefit plans for 2015 are €15.4 million. The weighted average duration of the defined benefit obligation is 19 years. 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 2014 Irish mortality rates 22.8 2014 UK mortality rates 22.7 25.2 25.2 2013 Irish mortality rates 24.5 27.3 2013 UK mortality rates 22.6 25.2 The mortality assumptions imply the following life expectancies in years of an active member, aged 65, retiring now: Male Female 2014 Irish mortality rates 20.2 2014 UK mortality rates 21.4 2013 Irish mortality rates 21.0 2013 UK mortality rates 21.3 23.0 23.7 23.8 23.7 176 164 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts Five year summary Fair value of plan assets Present value of funded obligations 2014 €'000 393,290 (508,098) 2013 €'000 346,484 (424,519) 2012 €'000 332,603 (430,736) 2011 €'000 400,022 (448,447) 2010 €'000 389,351 (437,911) Deficit (114,808) (78,035) (98,133) (48,425) (48,560) Experience adjustments on plan liabilities 3,765 3,662 (591) 2,248 8,442 Experience adjustments on plan assets 35,393 11,139 21,542 (16,732) 7,929 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. 2014 Assumption Discount rate Price inflation Mortality 2013 Assumption Discount rate Price inflation Mortality Change in assumption Increase/decrease 0.25% Increase/decrease 0.25% Increase/decrease by one year Impact on plan liabilities Decrease/increase by €23.6 million Increase/decrease by €9.7 million Increase/decrease by €15.3 million Change in assumption Increase/decrease 0.25% Increase/decrease 0.25% Increase/decrease by one year Impact on plan liabilities Decrease/increase by €19.4 million Increase/decrease by €11.3 million Increase/decrease by €10.0 million Through its defined benefit pension plans 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 165 www.glanbia.com 177 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued 29. PROVISIONS FOR OTHER LIABILITIES AND CHARGES At 04 January 2014 13,320 18,126 Restructuring €'000 note (a) UK pension €'000 note (b) Legal claims €'000 note (c) 6,046 Property & lease commitments €'000 note (d) 1,554 Provided for in the year Utilised in the year Exchange differences Unwinding of discounts Reclassification 3,163 (13,372) – – (361) – (898) 1,148 130 – 928 (500) 470 – 220 – (380) 10 35 – Operational €'000 note (e) 5,747 7,940 (1,173) 103 – (706) Total €'000 44,793 12,031 (16,323) 1,731 165 (847) At 03 January 2015 2,750 18,506 7,164 1,219 11,911 41,550 Non-current Current – 2,750 17,583 923 – 7,164 986 233 – 11,911 18,569 22,981 2,750 18,506 7,164 1,219 11,911 41,550 (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 2015. 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 29 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 03 January 2015 is expected to be utilised during 2015. 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 03 January 2015. (d) The property and lease commitments provision relates to onerous leases in respect of two properties where the Group has present and future obligations to make lease payments. It is expected that €0.2 million will be utilised during 2015 and the balance will be fully utilised over the next 3 years. (e) The operational provision represents deferred payments in respect of recent acquisitions and other provisions related to operations. It is expected that €11.9 million of this provision will be utilised during 2015. Approximately €6.5 million of the amount provided in the year is recognised in the income statement as an exceptional item (see note 7). Due to the nature of these items, there is some uncertainty around the amount and timing of payments. 178 166 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts 30. CAPITAL GRANTS At the beginning of the year Credited to income statement Additions Exchange differences 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 Notes 6 2014 €'000 2,471 (264) – 7 2013 €'000 2,636 (219) 57 (3) 2,214 2,471 Notes 37 37 37 2014 Company €'000 36 – – 112,279 – 9,760 – 2014 Group €'000 187,201 68,254 41 – 3,732 131,122 – 2013 Company €'000 – – – 96,499 – 5,522 2013 Group €'000 177,519 52,014 50 – 3,363 110,387 – 1,309 122,075 390,350 102,021 344,642 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 2014 Assets €'000 440 295 – 544 1,279 – 1,279 2014 Liabilities €'000 – (40) (534) – (574) – (574) 2013 Assets €'000 – 19 86 2013 Liabilities €'000 (13) (24) (43) 1,645 (1,645) 1,750 (1,725) – – 1,750 (1,725) www.glanbia.com 167 www.glanbia.com 179 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued 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 03 January 2015 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. Group Bank guarantees amounting to €2.6 million (2013: €2.0 million) are outstanding at 03 January 2015, 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. Non-hedging instruments Non-hedging instruments refers to a translation difference on a GBP/EUR currency swap with a notional amount of GBP 20.0 million (2013: GBP 20.0 million). Interest rate swaps Gains and losses recognised in the hedging reserve in other comprehensive income on interest rate swaps represent our share of the movement on swaps entered into by joint ventures. All movements are 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 03 January 2015 were €16.7 million (2013: €17.7 million). Gains and losses recognised in the hedging reserve in other comprehensive income on foreign exchange contracts at 03 January 2015 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 03 January 2015 were €2.1 million and €44.9 million respectively (2013: €1.4 million and €22.2 million). Gains and losses recognised in the hedging reserve in other comprehensive income on these futures at 03 January 2015 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 borrowings amounting to USD 98.5 million (2013: 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 €81.7 million (2013: €72.2 million). The foreign exchange loss of €9.5 million (2013: gain of €2.5 million) arising on translation of the borrowing into euro at 03 January 2015 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. 180 168 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts 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 2014 €'000 46,900 2013 €'000 50,864 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: Not later than 1 year Later than 1 year and not later than 5 years Later than 5 years 2014 €'000 17,457 55,312 66,609 2013 €'000 12,197 40,025 46,594 139,378 98,816 35. CASH GENERATED FROM OPERATIONS Profit/(loss) before taxation Write-off of intangibles Exceptional loss/(gain) Share of results of Joint Ventures & Associates Depreciation Amortisation Cost of share based payments Difference between pension charge and cash contributions (Profit)/loss 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 Cash generated/(absorbed) before changes in working capital Change in net working capital: – Decrease/(increase) in inventory – Decrease/(increase) in short term receivables – Increase in short term liabilities – (Decrease) in provisions Notes 2014 Company €'000 24,217 2014 Group €'000 173,577 2013 Company €'000 (10,228) 2013 Group €'000 176,004 – – – – – 5,516 – – – – – – – 73 10,290 (23,729) 32,230 22,512 5,516 (7,019) (226) (1,725) 22,050 – – (264) – – – – – 4,568 – – – – 1,338 (199) – 76 (5,804) (26,488) 27,203 21,011 4,568 (7,375) 206 (2,168) 25,110 – – (219) 29,733 233,285 (4,521) 212,124 14 15 22 10 10 18 30 – 62 20,054 – 15,740 (16,264) 9,321 (11,366) – (40,516) 422 37,469 – 2,620 3,340 (8,272) Cash generated from operating activities 49,849 230,716 33,370 169,296 www.glanbia.com 169 www.glanbia.com 181 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued 36. BUSINESS COMBINATIONS The acquisitions completed by the Group during the year were as follows: 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. On 14 October 2014, the Group acquired 100% of The Isopure Company, LLC (Isopure). Isopure is a US based provider of premium branded sports nutrition products. The reason for both acquisitions was to complement the portfolio of the Group’s Global Performance Nutrition business and to further consolidate the Group’s market leading position. Goodwill acquired in respect of both acquisitions is attributable to the profitability and development opportunities associated with the extension of the Group’s portfolio by complementing and enhancing existing performance nutrition capabilities. Acquisition related costs charged to the Group income statement during the year ended 03 January 2015 amounted to €1.1 million (2013: €0.5 million). No contingent liabilities arose as part of the acquisitions. Summary of Nutramino acquisition Details of net assets acquired and goodwill arising from the acquisition are as follows: Purchase consideration – cash paid Contingent consideration – cash paid Total consideration Less: fair value of assets acquired Goodwill The fair value of assets and liabilities arising from the acquisition are as follows: Property, plant and equipment Intangible assets – brands Intangible assets – customer relationships Inventories Trade and other receivables Trade and other payables Deferred income tax liabilities Net borrowings Fair value of assets acquired €'000 16,364 4,771 21,135 (13,849) 7,286 €'000 2,200 9,918 5,160 994 2,573 (2,287) (3,308) (1,401) 13,849 The contingent consideration arrangement requires the Group to pay the former owners of Nutramino an earn out if the 2014 actual adjusted earnings before interest, tax, depreciation and amortisation (EBITDA) exceeds the actual 2013 adjusted EBITDA by a minimum agreed amount. The fair value of the Group’s estimated contingent consideration at acquisition was €4.8 million. As a result of a better than anticipated performance this is now estimated to be €11.3 million and the additional earn out payable of €6.5 million has been charged to the income statement (see note 7). The fair value estimate is a level 3 fair value measurement and is calculated based on the adjusted EBITDA achieved during 2014 as outlined in the latest available financial information of Nutramino. The contingent consideration is due to be paid before 17 March 2015 and as a result, the contingent consideration recognised was not discounted as the effect of discounting was not materially different than the gross amount. The fair value of trade and other receivables at the acquisition date amounted to €2.6 million. The gross contractual amount for trade receivables due is €2.4 million, an amount of €0.1 million is provided for as an allowance for doubtful debts. 182 170 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts Summary of Isopure acquisition Details of net assets acquired and goodwill arising from the acquisition are as follows: Purchase consideration – cash paid Other consideration Total consideration Less: fair value of assets acquired Goodwill The fair value of assets and liabilities arising from the acquisition are as follows: Property, plant and equipment Intangible assets – brands Intangible assets – customer relationships Inventories Trade and other receivables Trade and other payables Deferred income tax liabilities Liabilities settled at completion Cash and cash equivalents Fair value of assets acquired €’000 104,677 1,836 106,513 (56,339) 50,174 €'000 287 57,172 26,570 6,987 6,306 (3,180) (24,433) (16,138) 2,768 56,339 The fair value of trade and other receivables at the acquisition date amounted to €6.3 million. There was no allowance for doubtful debts. The initial assignment of fair values to identifiable net assets acquired has been performed on a provisional basis in respect of the Isopure business combination given the timing of closure of this transaction. Any amendments to these fair values within the 12 month timeframe from the date of acquisition will be disclosed in the 2015 Annual Report as stipulated by IFRS 3. Combined impact of acquisitions The revenue and profit (net of transaction costs) of the Group including the impact of acquisitions completed during the financial year was as follows: Revenue Profit before taxation and exceptional items 2014 Acquisitions €’000 32,604 965 Group excluding acquisitions €’000 2,505,764 188,561 Consolidated Group including acquisitions €'000 2,538,368 189,526 The revenue and profit (net of transaction costs) of the Group for the financial year determined in accordance with IFRS 3 as though the acquisition date for all business combinations had been at the beginning of the year would be as follows: Revenue Profit before taxation and exceptional items 2014 Acquisitions €’000 75,997 2,631 Group excluding acquisitions €’000 2,505,764 Pro Forma Consolidated Group €'000 2,581,761 188,561 191,192 www.glanbia.com 171 www.glanbia.com 183 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued 37. RELATED PARTY TRANSACTIONS The Group is controlled by Glanbia Co-operative Society Limited, which holds 41.2% 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 – Key management1 Sales of services: – Glanbia Co-operative Society Limited – Associates – Joint ventures 2014 Company €'000 2014 Group €'000 2013 Company €'000 – – – – – – – 14,734 2,020 16,754 511 6,708 18,000 25,219 – – – – – – – 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 2014 Company €'000 2014 Group €'000 2013 Company €'000 – – – – – – – 4,277 66,749 5,795 456 73,000 290 2,025 – – – – – – – – – 3,210 2013 Group €'000 5,859 2,799 8,658 502 4,686 16,240 21,428 2013 Group €'000 51,172 6,260 409 57,841 290 2,566 61 – 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 (2013: nil). 4,277 2,315 3,210 2,917 184 172 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts (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 2014 Company €'000 2014 Group €'000 2013 Company €'000 – 36 – – 192 2,938 2,558 584 36 6,272 – – – 112,279 19,059 49,195 41 – – – – – – – – – 96,499 2013 Group €'000 102 482 439 704 1,727 8,422 43,592 50 – 112,279 68,295 96,499 52,064 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. (d) Key management compensation2 Salaries and other short-term employee benefits Post-employment benefits Share based payments Non-Executive Directors fees 2014 Company €'000 – – – 800 2014 Group €'000 4,094 508 1,928 800 2013 Company €'000 – – – 812 2013 Group €'000 3,381 444 1,701 812 800 7,330 812 6,338 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 (2013: nil). 2. 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 www.glanbia.com 185 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued (e) Loans to joint ventures & 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 loan and interest receivable at the end of the year 2014 Company €'000 – – – – – – – – – – – 2014 Group €'000 9,376 487 – – 9,863 122 8 216 (85) 261 10,124 2013 Company €'000 – – – – – – – – – – – 2013 Group €'000 16,735 (181) 350 (7,528) 9,376 125 (5) 572 (570) 122 9,498 The GBP 6.25 million loan to Milk Ventures (UK) Limited is due as GBP 4.8 million on 30 April 2015 and GBP 1.45 million on 02 October 2015. It is expected that 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 repayable on 31 October 2015 and 30 October 2016, subject to cash flows. A loan of €0.36 million to the Malting Company of Ireland Limited is repayable in 2043. 38. EVENTS AFTER THE REPORTING PERIOD There were no significant events outside the ordinary course of business that affected the Group since 03 January 2015. 186 174 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts 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 Kilkenny Chilled consumer foods Glanbia Nutritionals (Ireland) Limited Kilkenny Glanbia Nutritionals (Europe) Limited Kilkenny Nutritional products Nutritional products Glanbia Nutritionals (Research) Limited Kilkenny Research and development Glanbia Feeds Limited Enniscorthy, Co. Wexford and Portlaoise, Co. Laois Manufacture of animal feed products Glanbia Estates Limited Glanbia Property Rentals Limited Kilkenny Kilkenny Property and land dealing Property rental company D. Walsh & Sons Limited Palmerstown, Co. Kilkenny Grain and fertilisers Grassland Fertilisers (Kilkenny) Limited Palmerstown, Co. Kilkenny Fertilisers Glanbia Management Services Limited Kilkenny Glanbia Investip Limited Glanbia Support Services Limited Avonmore Proteins Limited Glanbia Financial Services Glassonby Glanbia Finance Limited Kilkenny Kilkenny Kilkenny Kilkenny Kilkenny Kilkenny Glanbia Nutritionals (Blending) Limited Kilkenny ON Optimum Nutrition Limited Kilkenny Avonmore Skim Milk Products Limited Kilkenny Waterford Foods Limited Glanbia Holdings (Ireland) Limited Alanfield Society Limited Glanbia Property Holding Limited Kilkenny Kilkenny Kilkenny Kilkenny United States Glanbia, Inc. Glanbia (Delaware), Inc. Delaware Delaware Glanbia Business Services, Inc. Aurora, Illinois Management services Management of receivables Business services Financing Financing Financing Financing Financing Financing Financing Holding company Holding company Holding company Holding company Holding company Holding company Business services Glanbia Foods, Inc. Twin Falls, Idaho Milk products Glanbia Performance Nutrition, Inc Illinois, South Carolina, Florida Performance nutrition products The Isopure Company, LLC New York The Isopure Company Trading LLC New York Isopure Plus LLC New York Performance nutrition products Performance nutrition products Performance nutrition products Glanbia Nutritionals (NA), Inc. Carlsbad, California Nutrient delivery systems Glanbia Nutritionals, Inc. Madison, Wisconsin Nutritional products and distribution Aseptic Solutions USA Ventures, LLC Corona, California Beverage manufacturer & co packer Glanbia Ingredients, Inc. Madison, Wisconsin Dairy products distribution 100 100 100 100 100 100 100 100 60 73 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 www.glanbia.com 175 www.glanbia.com 187 financial statements Notes to the financial statements for the financial year ended 03 January 2015 continued Incorporated and operating in Principal place of business Principal activities Group interest % Britain and Northern Ireland Glanbia (UK) Limited Victoria Square, Birmingham Holding company Waterford Foods International Limited Victoria Square, Birmingham Holding company Glanbia Holdings Limited Victoria Square, Birmingham Holding company Glanbia Investments (UK) Limited Victoria Square, Birmingham Holding company Glanbia Milk Limited Victoria Square, Birmingham Management services Glanbia Performance Nutrition (UK) Limited Middlesbrough, England Performance nutrition products Glanbia Foods (NI) Limited Glanbia Feedstuffs Limited Portadown, Co. Armagh Consumer food products Victoria Square, Birmingham Supply of animal feeds Germany Glanbia Nutritionals Deutschland GmbH Glanbia Performance Nutrition GmbH Netherlands Glanbia Foods B.V. Asia Glanbia Nutritionals (Suzhou) Company Limited GN Life Science (Shanghai) Co. Limited Shanghai, China Glanbia Nutritionals Singapore Pte Limited Singapore Denmark Nutramino Holding ApS Nutramino Int. ApS Luxembourg Glanbia Luxinvest S.A Glanbia Luxfin S.A Copenhagen Copenhagen Luxembourg Luxembourg Glanbia Luxembourg S.A Australia Glanbia Performance Nutrition Pty Limited Sydney Luxembourg Orsingen-Nenzingen Berlin Nutrient delivery systems Performance nutrition products Schiphol Boulevard 231 Holding company Suzhou, China Nutrient delivery systems Nutrient ingredients Customer service office Holding company Performance nutrition products Financing Financing Financing Performance nutrition products Belgium The Isopure Company Belgium Sprl Aubel Performance nutrition products Brazil Glanbia Marketing de Produtos de Nutricao e Performance do Brasil Ltda Canada Glanbia Nutritionals (Canada) Inc. Winnipeg Glanbia Performance Nutrition Canada Inc. Winnipeg Sao Paulo France Glanbia Performance Nutrition France SAS Paris India Glanbia Performance Nutrition (India) Private Limited Glanbia India Private Limited Mexico Glanbia, S.A. de C.V Delhi Mexico Bangalore Performance nutrition products Nutritional products Performance nutrition products Performance nutrition products Performance nutrition products Nutrient ingredients Nutrient Ingredients Norway Nutramino NO AS Oslo Performance nutrition products 188 176 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Incorporated and operating in Principal place of business Principal activities Group interest % Portugal Glanbia Nutritionals (Portugal) – Sociedade Unipessoal, Lda Russian Federation LLC Glanbia South Africa Glanbia (Pty) Limited Sweden Nutramino AB Uruguay Sintra Performance nutrition products Moscow Nutrient Ingredients Ekurhuleni Nutrient Ingredients Stockholm Performance nutrition products Glanbia (Uruguay Exports) SA Canelones Customer service office 100 100 100 100 100 (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–13 Tullow, Co. Carlow South Eastern Cattle Breeding Society Limited* 31–Dec–13 Thurles, Co. Tipperary Malting Company of Ireland Limited** 30–Sept–14 Togher, Cork South East Port Services Limited* 03–Jan–15 Belview, Kilkenny South East Port Investments Limited**** 03–Jan–15 Glanbia Ingredients Ireland Limited* MacCormac Products Limited*** Wexford Creamery Limited*** United States Southwest Cheese Company, LLC** Britain and Northern Ireland 03–Jan–15 03–Jan–15 03–Jan–15 Kilkenny Kilkenny Kilkenny Kilkenny Agri chemicals Cattle breeding Malting Port services Port services Milk products Milk products Milk products 03–Jan–15 Clovis, New Mexico Milk products Glanbia Cheese Limited** 03–Jan–15 Magheralin and Llangefni Cheese products Milk Ventures (UK) Limited** 30–Nov–14 Stockport, England Holding Company Nigeria Nutricima Limited** 30–Nov–14 Lagos Evaporated and powdered milk 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 *** Consolidated as part of Glanbia Ingredients Ireland Limited **** Consolidated as part of South East Port Services Limited 50 57 50 49 49 40 40 40 50 51 50 50 www.glanbia.com 177 www.glanbia.com 189 financial statements 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. Share price data Share price as at financial year end Market capitalisation Share price movements during the year: – high – low 2014 2013 € € 12.81 11.05 3,790m 3,267m 13.06 10.48 11.41 8.09 The current share price of Glanbia plc ordinary shares can be accessed at: http://www.glanbia.com/prices-delayed Shareholder analysis Shareholders analysis 41% 14% 2% 5% 12% 26% Glanbia Co-operative Society Limited Retail North America European Union Ireland United Kingdom Share capital The authorised share capital of the Company at 03 January 2015 was 350,000,000 ordinary shares at €0.06 each. The issued share capital at 03 January 2015 was 295,875,684 ordinary shares of €0.06 each. 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 03 January 2015 and 24 February 2015 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 No. of ordinary shares as at 03 January 2015 % of issued share capital as at 03 January 2015 121,919,315 21,043,293 41.2 7.12 Shareholder Glanbia Co-operative Society Limited Capital Group of Companies, Inc No. of ordinary shares as at 24 February 2015 % of issued share capital as at 24 February 2015 121,919,315 21,043,293 41.2 7.12 Employee share schemes The Company operates a number of employee share schemes. At 03 January 2015 715,558 ordinary shares were held in 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 4.43 cents per share was paid in respect of ordinary shares on 10 October 2014. Subject to shareholders’ approval, a final dividend 6.57 cents per share will be paid in respect of ordinary shares on 15 May 2015 to shareholders on the register of members on 07 April 2015. 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. 190 178 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts 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. In order to continue to protect the security of dividend payments to shareholders and reduce costs, the Company proposes to continue to pay future dividend payments on its ordinary shares only by credit transfer into a nominated bank or building society account. Shareholders will continue to receive tax vouchers in respect of dividend payments. The Company takes data security issues very seriously. 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 Transparency (Directive 2004/109/EC) Regulations 2007 recognises the growing importance of electronic communications. The Group therefore provides documentation and communications to all shareholders via our website unless a shareholder has specifically elected to receive a hard copy. Using electronic communications enables fast receipt of documents, helps the environment by significantly reducing the amount of paper used to communicate with shareholders and reduces associated printing, mailing and distribution costs. Shareholders can also vote online for the next Annual General Meeting (AGM). This is a quick and easy option, using the proxy voting service provided by Computershare. Shareholders may use this facility by visiting: www.eproxyappointment.com. Financial calendar Announcement of final results for 2014 Ex-dividend date 25 February 2015 02 April 2015 Record date for dividend Date for receipt of proxy forms Record date for AGM AGM Dividend payment date 07 April 2015 10 May 2015 10 May 2015 12 May 2015 15 May 2015 AGM The AGM will be held on 12 May 2015. 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 2015 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. The quorum for a general meeting of the Company is constituted by three persons entitled to vote upon the business of the meeting, each being a shareholder or a proxy or corporate representative for a shareholder. The right to participate in the AGM is subject to the registration of the shares prior to the date of the meeting (the record date). For the 2015 AGM the record date is 5:00 pm on 10 May 2015 (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. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST manual. How to exercise shareholders rights Shareholders have several ways to exercise their right to vote: by attending the AGM in person; by appointing the Chairman or another person as a proxy to vote on their behalf; or 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. www.glanbia.com 179 www.glanbia.com 191 financial statements Shareholders’ information continued 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 2015 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 or info@glanbia.ie no later than 01 April 2015 (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 one of these addresses by this deadline. Tabling draft resolutions A shareholder, or a group of shareholders acting together, who hold at least 3% of the issued share capital of the Company, has the right to table a draft resolution for inclusion on the agenda of the 2015 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 01 April 2015 (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 or info@glanbia.ie. A resolution cannot be included on the 2015 AGM agenda unless it is received at one 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 2015 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 2015 AGM (i.e. 07 May 2015) to the Group Secretary, Glanbia plc, Glanbia House, Kilkenny, Ireland or by email to ir@glanbia.ie or 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. 192 180 Glanbia plc 2014 Annual Report and Accounts Glanbia plc 2014 Annual Report and Accounts 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) Auditor 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 HSBC Bank plc Rabobank International Ulster Bank Ireland Limited Registrar Computershare Investor Services (Ireland) Limited, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland. This report is printed on mixed source paper which is FSC® certified (the standards for well-managed forests, considering environmental, social and economic issues). www.glanbia.com 181 www.glanbia.com 193 Glanbia plc Glanbia House Kilkenny Ireland Tel: +353 56 777 2200 Fax: +353 56 777 2222 www.glanbia.com G l a n b i a p l c A n n u a l R e p o r t 2 0 1 4 

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