Globe International Limited
Annual Report 2023

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 a n d F i n a n c i a l S t a t e m e n t s 2 0 2 3 Glanbia plc Annual Report and Financial Statements 2023 Better Nutrition Glanbia is a Better Nutrition company, the home of consumer brands and ingredients that nourish millions around the world. We know that people want to live full, healthy lives. To reach their performance goals, recover quickly, and stay strong, at any age. Better living requires better nutrition – and Glanbia delivers just that. Delivering… Nutrition The Glanbia Group comprises Glanbia Performance Nutrition, Glanbia Nutritionals and strategic cheese joint venture operations. We offer an incredible breadth of expertise in protein nutrition and we are home to Optimum Nutrition – the no. 1 sports nutrition brand in the world. Discover more about our business on pages 32-39. Performance Leveraging strong market positions, driving innovation in our sales and marketing processes, and operational excellence are all hallmarks of Glanbia. Driven by our agile business model we continue to deliver for all our stakeholders. Discover more about our performance on pages 10-46. Impact At Glanbia, we aim to lead by example. To make an impact. As a global leader in nutrition, we have opportunities—and responsibilities—to show how business can be done better. Discover more about our sustainability goals on pages 46-71. Contents Strategic Report Highlights At a glance Investment case Group Chairman’s statement Chief Executive Officer’s review Strategy Market trends and growth drivers Our Business Model Key performance indicators People Operations review Chief Financial Officer’s review Sustainability review Task Force on Climate-related Financial Disclosures Risk management Principal risks and uncertainties Directors’ Report Corporate Governance Report Board of Directors and Senior Management Audit Committee Report Environmental, Social and Governance Committee Report Nomination and Governance Committee Report Remuneration Committee Report Statutory information and Forward-looking statement Directors’ Responsibility Statement Financial Statements Independent Auditor’s Report Group financial statements Notes to the financial statements Company financial statements Notes to the Company financial statements Other Information Glossary of non-IFRS performance measures Shareholder information Contacts For definitions and more information on constant currency and other performance measures see the glossary on pages 252-260. 02 04 06 10 12 15 19 22 24 28 32 40 46 64 72 76 86 88 109 116 121 126 150 166 169 180 185 245 247 252 261 265 *ESEF: European Single Electronic Format. Glanbia plc | Annual Report and Financial Statements 2023 1 Find us online Our online report This copy of the statutory annual report of Glanbia plc for the year ended 30 December 2023 is not presented in the ESEF*-format as specified in the Regulatory Technical Standards on ESEF (Delegated Regulation (EU) 2019/815). The ESEF annual report is available at: www.glanbia.com/annualreport Discover more about our 2025 ambition on pages 15-18. @Glanbiaplc @Glanbia STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONHighlights Financial Highlights (based on continuing operations) Revenue $5.4bn 2022: $5.9bn reduction of $0.5bn Profit after tax $347.7m 2022: $210.3m +$137.4m Adjusted EPS ($) 131.37c 2022: 109.57c +19.9%1 / +20.5%2 Return on Capital Employed 12.2%2022: 10.7% +150bps EBITA (pre-exceptional) $424.0m 2022: $365.7m +15.9%1 / +16.4%2 Basic EPS ($) 130.41c 2022: 76.55c +70.4%1 / +71.7%2 OCF³ conversion 90.4% 2022: 85.7% increase of 470bps Net debt $248.7m 2022: $490m reduction of $241.3m “2023 was another year of strong performance for Glanbia plc, with the Group delivering record earnings in terms of adjusted earnings per share. I look forward to leading the Group in its next phase of growth.” Hugh McGuire Chief Executive Officer 1. Reported currency 2. Constant currency 3. Operating cash flow 2 Glanbia plc | Annual Report and Financial Statements 2023 Non-Financial Highlights Health and safety Lost time case rate 5% improvement versus 2022 Scope 1 & 2 GHG emissions 15.9% reduction versus 2022 Employee engagement score 72 pts increase of 1 point versus 2022 Glanbia plc | Annual Report and Financial Statements 2023 3 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONAt a glance O U R P U R P O S E O U R M A R K E T S Delivering Better Nutrition Glanbia is a Better Nutrition company whose purpose is to deliver better nutrition for every step of life's journey. We employ over 5,500* people across 30 countries and our brands and ingredients reach millions of people every day. * Including joint venture operations. 4 Glanbia plc | Annual Report and Financial Statements 2023 Serving growing consumer trends Focus on healthy living As the foundation for healthy living has shifted to prevention, consumers increasingly make food and beverage choices based on health, nutritional benefit, functionality, energy and immunity. Increased trust in established brands Consumers are loyal to established and trusted brands in performance and lifestyle nutrition. Mass appeal of protein The functional and nutritional benefits of protein are now recognised by a wide consumer set. The rise of plant-based diets Plant-based protein appeals to three growing consumer cohorts: flexitarian, vegetarian and vegan. Provenance and sustainability focus Consumers want to know much more about ingredient sourcing and want to understand the food system better, rather than be passive participants in it. Customers want sustainability embedded in the supply chain. Acceleration of eCommerce eCommerce has emerged as the trend of the 2020s with penetration and usage accelerating at pace. Read more in ‘market trends and growth drivers’ on pages: 19-21. R O U T E S T O M A R K E T O U R C U L T U R E & V A L U E S Nutrition focused brands and ingredients Consumer branded products by Glanbia Performance Nutrition #1 global sports nutrition brand1 A portfolio of leading brands in performance and lifestyle nutrition. 2023 Revenue $1,795.6m 2023 Revenue growth +4.8% cc² Read more about our consumer brands on pages: 32-35. Better Nutrition Specialty nutritional ingredients by Glanbia Nutritionals #1 US supplier of whey protein isolate #2 global leader of custom premix solutions #1 supplier of American-style cheddar cheese Glanbia Nutritionals’ (“GN”) Nutritional Solutions (“NS”) is a leading provider of both bespoke customised premix solutions and whey protein isolate. GN’s US Cheese business is the number one marketer of American-style cheddar cheese. 2023 Revenue $3,629.8m 2023 Revenue decline (14.2)% cc² Read more about our functional ingredients and solutions on pages: 36-39. 1. Source: Euromonitor 2. Constant currency Our purpose, vision, and values provide focus and direction for the organisation and guide us in our business interactions. Our diverse, engaged and energetic workforce drive our strategy to deliver better nutrition every day. Customers' champion We are the customers’ champion. Our customers and consumers do not just choose us once but rely on us delivering for them again and again. Performance matters We are committed to the highest standards of performance in quality, consistency and safety. We are not just delivering better nutrition but delivering it better every day. Find a better way The drive to constantly improve is in our DNA. It leads us to innovate and collaborate. It has fuelled acquisitions, partnerships, new products and smarter ways of working. Winning together We expect a lot from our people and offer much in return. We nurture individuals but encourage everyone to work together. Winning is great, but together we are more. Showing respect Respect underpins everything we do. Caring for people and the planet is embedded in the fabric of our business. Respect builds a better future for everyone and is vital for our success. Glanbia plc | Annual Report and Financial Statements 2023 5 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONInvestment case Key strengths and unique competitive advantage will drive sustainable growth 1 A simplified strategy, focused on better nutrition Glanbia has a unique portfolio of Better Nutrition brands and ingredients, which address growing consumer demand in major healthy nutrition categories. Our brands and ingredients play into the growing market trends of active lifestyles and health and wellbeing, which have a combined total addressable market of $96bn*. Our core strategy is focused on delivering growth through our Better Nutrition portfolio of brands and ingredients. Discover more on pages 15-21. 3 Sustainable operations Our ESG strategy has been fully integrated into our business model and targets. Our sustainability strategy outlines ambitious goals across our priority areas – carbon, waste, water and packaging. Aligned to the UN Sustainable Development Goals, we have committed to the Science-Based Targets initiative and are very clear on our roadmap for achieving our targets. Discover more on pages 46-71. 2 Serving strong consumer trends through brands and ingredients In today’s world, consumers are seeking authentic brands and ingredients that focus on performance, healthy lifestyles, weight management and boosting immunity. Individuals and governments now recognise that prevention is better than medication and consumers are reacting to that by taking personal accountability for their own health and wellbeing, and we can be with them on that journey. Discover more on pages 19-21. * Source: Euromonitor. Glanbia team analysis. 6 Glanbia plc | Annual Report and Financial Statements 2023 5 Focused operating model We have optimised our business for maximum long-term value through disciplined and focused capital allocation. We have simplified our operating model to focus on brand development and nutrition solutions innovation. Our strong results in recent years highlight the strength of our business, the diversity of our products and markets, our geographic spread, robust financing and an organisational design that permits fast and agile decision-taking. Discover more on pages 22-23. 6 Strong culture and values We are a purpose-led business, committed to building an inclusive culture that empowers our people to thrive. Our diverse and engaged workforce drive our strategy to deliver better nutrition every day. We listen to our stakeholders, our employees, our investors, our consumers and customers to craft and deliver on our strategy. Discover more on pages 28-31. 4 Financial capacity We have a strong balance sheet, earnings growth, and cash conversion, all facilitating investment and shareholder returns. 90% of Group EBITA is now delivered through our Better Nutrition growth platform of Glanbia Performance Nutrition and GN Nutritional Solutions. Improving the operational, commercial and financial performance of our business has helped us maximise long-term value and deliver superior returns. Discover more on pages 40-45. Glanbia plc | Annual Report and Financial Statements 2023 7 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONDelivering Nutrition Our focus on delivering our Better Nutrition strategy has enabled us to consolidate into our two core growth platforms; Glanbia Performance Nutrition and Glanbia Nutritionals. There is a strong complementary thread of protein nutrition expertise across both our businesses enabling us to deliver a range of leading consumer brands and protein ingredient solutions. Discover more on pages 32-39. 8 Glanbia plc | Annual Report and Financial Statements 2023 Continuous Innovation Glanbia takes a strategic approach to innovation that’s collaborative, agile entrepreneurial, and continuous. Discover more on pages 35 and 38. Consumer Trends Our portfolio of brands and ingredients play into attractive consumer nutrition trends around performance, health and wellness. Discover more on pages 19-21. Chief Executive Officer’s review “Glanbia had an excellent performance in 2023, delivering double-digit earnings growth and outperforming all of our ambitious Group targets, set out at our 2022 Capital Markets Day.” Hugh McGuire CEO Glanbia plc Discover more on pages 12-14. People We are a purpose-led business, committed to building an inclusive culture that empowers our people to thrive. Discover more on pages 28-31. Glanbia plc | Annual Report and Financial Statements 2023 9 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONGroup Chairman’s statement A year of double digit growth Donard Gaynor Group Chairman “I am delighted to report that Glanbia enters 2024 in great shape. Our portfolio of exciting consumer performance nutrition and lifestyle brands and nutritional ingredients leave us well positioned to sustain our growth momentum.” 10 Glanbia plc | Annual Report and Financial Statements 2023 Dear Shareholder, A thank you to Siobhán Talbot It is impossible to reflect on the past year without first talking to the retirement of our Group Managing Director, Siobhán Talbot. Siobhán’s leadership defined the last decade of Glanbia. Siobhán led the creation of a focused business, with a defined purpose, strong values, aligned with growing consumer trends; and a clear ambition for growth. These are all key parts of her distinguished legacy. A deeply principled and values- driven leader, her vision to reshape the business and its culture has been pivotal in positioning Glanbia as a global leader in the world of better nutrition. On behalf of the Board, I would like to take this opportunity to thank Siobhán most sincerely for her very significant contribution over more than three decades. On behalf of everyone connected with Glanbia, we wish Siobhán and her family every success and happiness in the future. Welcoming our new CEO Hugh McGuire A key role of the Board is to ensure there are appropriate succession plans in place for Board and senior management roles. The Board diligently planned for Siobhán’s succession, and we are delighted that our process resulted in the internal promotion of a leader of Hugh McGuire’s calibre. Hugh, who took over as CEO on 1 January 2024, has been a highly valued member of Glanbia’s Executive team for ten years. He has deep consumer and ingredients industry expertise as well as proven strategic capabilities and a clear ability to build and lead teams. I have no doubt that Glanbia is in the right hands for the next phase of its growth. Our “Better Nutrition” strategy The Board is strongly supportive of Hugh’s commitment to the Company’s three-year strategic vision which was set out at our Capital Markets Day (“CMD”) in November 2022. This “Better Nutrition” strategy seeks to create and sustain long-term shareholder returns while building a responsible Company guided by a strong sense of purpose. I am pleased to report that in 2023 we updated the market and raised our adjusted EPS guidance three times from 5-10% to 17-20% and exceeded all of our ambitious Group targets as set out at the CMD in November 2022. (See page 14.) While 2023 was again a year of broad uncertainty with major economies facing the challenge of inflation, cost-of-living pressures and geopolitical uncertainty, as ever my colleagues throughout Glanbia responded to this operating environment with agility and resilience. This spirit of entrepreneurialism coupled with our strong brands, ingredients and business continued to drive double-digit earnings growth in 2023. Profit, cash and return on capital employed (“ROCE”) all grew in 2023. Pre-exceptional Group EBITA increased by 16.4%, constant currency, to $424.0 million (+15.9% reported). ROCE, a key metric for the Group, was 12.2% and our strong Operating Cash Flow conversion continued at 90.4%. During the year, we also continued to evolve our portfolio with the disposal of our interest in the Glanbia Cheese UK and EU joint ventures and the acquisition of a bioactive ingredient business within our Glanbia Nutritionals portfolio. Our strategy to simplify our organisation and focus on our two growth platforms is serving us well and strengthening our position as a global nutrition leader. The fundamentals of the health and nutrition categories in which we play, remain attractive. The growth of the health and wellness industry and the growing desire amongst all demographics for a more active lifestyle are long-term, sectoral trends in which we continue to focus. Dividends In testament to the strength of the business, the Board believes it is appropriate for Glanbia to deliver a strong dividend for 2023. The Board is recommending a final dividend of 21.21 euro cent per share for the year ended 30 December 2023. This brings the total dividend per share for the year ended 30 December 2023 to 35.43 euro cent per share, up 10% on the previous year. The Board will continue to review the availability of surplus cash and capital in accordance with the Group’s policies on financial leverage and capital allocation. In 2023, we spent €100m on share buybacks with an additional buyback announced in February 2024. Board and leadership changes We have significantly refreshed the composition of the Board over the past number of years, to ensure we reflect an appropriate mix of skills, experience and diversity to suit the evolving nature of the business and the expectations of society. The reduction in the representation of Tirlán Co-operative Society Limited (the “Society”) to three in 2023, has also enabled us to achieve greater diversity. Patsy Ahern and John Murphy retired from the Board on 4 May 2023. In addition to retiring as Group MD, Siobhán also stepped down from the Glanbia Board on 31 December 2023. I thank them for their extensive contribution. On 1 June 2023, we were delighted to appoint Gabriella Parisse to the Board as an Independent Non-Executive Director. Gabriella also joins the Board’s Development Committee. Gabriella brings to the Glanbia Board significant experience in consumer brand development, the food ingredients industry, innovation and strategic leadership of multinational businesses. (See page 91 for biography). We also made a number of changes to our Committees. On 30 December 2023, Róisín Brennan succeeded Dan O’Connor as Senior Independent Director and Dan replaced myself as Chair of the Environmental Social and Governance (“ESG”) Committee. As mentioned earlier, the most important change made to the management of our business was the appointment of Hugh McGuire as Group CEO. Following Hugh’s appointment, Steve Yucknut was appointed CEO of Glanbia Performance Nutrition (“GPN”). Steve previously held the position of President, GPN Americas, having joined GPN as Chief Operating Officer in 2015. Furthermore in 2023 we saw the retirement of our Chief ESG and Corporate Affairs Officer Michael Patten. I would like to thank Michael for his work and commitment to Glanbia and wish him well in his retirement. Given the importance of ensuring the delivery of our ESG agenda, our Chief Financial Officer Mark Garvey has now been appointed to the ESG Committee. Connecting our purpose to strategy As a global nutrition company, Glanbia has an important role to play in the changes required to tackle the global food challenges we all face. “Delivering Better Nutrition for every step of life’s journey” is our purpose and we have put this into action by establishing ambitious targets that ensure impact beyond profit. We’ve demonstrated our purpose through partnerships and commitments that are making a difference to our people and planet, accelerating our sustainable nutrition impact, and that of our customers. Our focus on our sustainability strategy “Better Nutrition, Better World” is testament to our purpose. Together, they inform our innovation and acquisition strategies – driving us to invest in markets and technologies where we can make the greatest impact towards our sustainability goals. Employee engagement As lead Board member for workforce engagement, I engaged with hundreds of colleagues across Europe, the US and Asia. I continue to be impressed by their passion. That passion was reflected once again in the results of our annual ‘Your Voice’ employee survey. Employee engagement remains very high at 72 points, up one point on last year. I believe that our culture is a major differentiator for Glanbia and a significant source of our ongoing competitive advantage. Summary As a Board we continue to have a clear focus on maximising long-term shareholder value. I have no doubt that Hugh will continue to drive a strong values-led business, embedding a culture that enables the business to innovate and act with agility in a fast-paced, interconnected world. We are building on firm foundations to create the conditions for long-term sustainable growth and outperformance. Like every business, we will face challenges ahead but our continued investment in our brands and ingredients, coupled with our deep understanding of our consumers and customers, positions us well to capture opportunities in a market we believe has very attractive fundamentals. Donard Gaynor Group Chairman Glanbia plc | Annual Report and Financial Statements 2023 11 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONChief Executive Officer’s review Creating value. Delivering growth. Hugh McGuire CEO Glanbia plc “I am delighted to be introducing Glanbia’s 2023 Annual Report, my first as CEO. Glanbia is an exceptional business with market leading positions in key branded and nutritional ingredients markets. It was particularly pleasing to see Optimum Nutrition, our flagship global brand, break through $1bn in sales in 2023 with lots of headroom for further growth. We have great people, who are passionate about the needs of our customers and consumers. I’m proud to be leading such a team and I am excited about the growth potential for our portfolio of great brands and ingredients.” 12 Glanbia plc | Annual Report and Financial Statements 2023 Dear Shareholder, I am honoured to have been appointed CEO of Glanbia plc at a moment of great potential for our organisation. Firstly, I would like to pay tribute to my predecessor Siobhán Talbot, who leaves Glanbia in a very strong position for future growth. I look forward to building on her legacy and I want to thank her sincerely for her counsel, support and her unwavering commitment to the growth and continued strategic evolution of Glanbia. On behalf of myself and all her colleagues in Glanbia, we wish her the very best in her retirement. Delivering our Better Nutrition strategy Glanbia operates in a sector that is closely aligned to my own passions and values. The Group’s portfolio of better nutrition brands and ingredients continues to resonate strongly with consumers seeking health and wellness, with a particular focus on protein. Over the past decade, the Group has been simplified to focus on our two growth platforms of Glanbia Performance Nutrition (“GPN”) and Glanbia Nutritionals (“GN”) both of which have market leading positions. In 2022, we laid out a clearly defined three-year “Better Nutrition” strategy for our next phase of sustainable growth and to date, we are outperforming on all of these ambitious Group targets. (See page 14.) Growth is my number one priority and in 2023 the Group performed very well, delivering double-digit earnings growth with a very strong operational and financial performance despite a continuously volatile and inflationary environment. In 2023, adjusted EPS rose by +20.5% constant currency to 131.37c. Pre-exceptional profit rose to $298.1m, an increase of 20.2% reported. This speaks to the strength of our brands and ingredients, as well as to the quality of our execution across all our markets, where we have increased investment in our market teams over recent years. In this era of higher interest rates, the ability of Glanbia to generate cash remains strong, with the Company achieving a cash conversion ratio of 90.4% in 2023. This strong cash performance allowed us to increase the dividend by 10% and to return €100 million to shareholders via a share buyback programme in 2023. In the medium term, my focus is to continue to build on and deliver our “Better Nutrition” strategy which centres on three distinct priorities: grow the core; optimise our business; and disciplined capital allocation. (See pages 15-18.) Working together as one Glanbia – across regions, businesses and functions, we will continue to drive growth across the organisation. A focused portfolio of brands and ingredients In 2023, we also continued to evolve our portfolio with the sale of our interest in the Glanbia Cheese joint ventures, the sale of our noncore Aseptic Solutions bottling facility, and the acquisition of a bioactive ingredient business within our Glanbia Nutritionals portfolio. As a better nutrition company, we are committed to building a portfolio of nutritional brands and ingredient solutions that evolve with consumer and customer demands across a range of categories and occasions offering a very attractive runway for growth. Glanbia Performance Nutrition GPN has a portfolio of performance nutrition and healthy lifestyle brands that are loved by their consumers, supported by innovation, with strong market positioning and brand equity investment. We continue to increase investment in our brands people and capabilities, as we drive awareness and distribution globally. In 2023, GPN saw strong like-for-like branded revenue growth of 5.1%, constant currency and EBITA earnings growth of 33.7%, constant currency. Pricing was positive reflecting the annualisation of strategic price increases executed in 2022. Overall volume momentum continued to improve in GPN through 2023, with Optimum Nutrition (“ON”), delivering double-digit global volume growth. EBITA margin increased “We have set out a clearly defined three- year “Better Nutrition” strategy for our next phase of sustainable growth and to date, we are outperforming on all of these ambitious Group targets.” by 300bps to 14.2%. This was driven by our continued focus on revenue growth management initiatives, operational efficiencies and margin optimisation. We also increased brand and marketing investment by over 200bps prioritising our growth brands: ON, Isopure and think! Optimum Nutrition is the world’s no.1 sports nutrition brand which became a billion dollar brand in 2023. It now represents over 60% of the GPN brand portfolio and is experiencing strong growth in all markets. We continue to increase investment support behind the brand to drive awareness, distribution gains and volume growth. We are excited about the latest campaign under Optimum Nutrition’s “More of You in You” communications platform that launched in January 2023. “Unlock More You” will run in all supported markets and will feature on national television in the US and the UK. Optimum Nutrition has also become the official sports nutrition partner of the McLaren Formula 1 team. We see plenty of opportunities for ON with lots of new consumers coming into the category. (See pages 32-35.) The trends in the healthy lifestyle segment remain robust with strong consumption growth across the portfolio-Isopure, think!, and Amazing Grass brands. The protein category continues to resonate very strongly with active lifestyle consumers and we are ambitious to continue to grow this brand portfolio in North America. SlimFast, which now represents less than 10% of the GPN brand portfolio, continues to be challenged as the diet category continues to evolve. We are re-focusing on the core proposition of high protein meal replacement shakes in ready-to- drink and powder formats. The increased awareness of weight loss drugs has contributed to the evolution of the diet category, but we are optimistic about the potential tailwind for our protein brands and ingredients. GPN has a portfolio of authentic and unique nutrition brands that appeal to consumers all over the world with opportunity for growth across multiple channels and geographies as we drive awareness and reach. Glanbia Nutritionals In Glanbia Nutritionals, the customer is at the core of everything we do, with our unique portfolio of nutritional ingredients and solutions combined with our deep innovation capability driving partnerships and collaboration with customers. GN’s unique and premium ingredient solutions can be found in many established consumer brands sold all over the world across a range of formats including market-leading energy drinks, premium healthy-snacking brands, including bars and gummies, as well as leading protein-based brands. Our Nutritional Solutions (“NS”) revenue declined by 14.9%, constant currency, driven by a 9% decline in price, a 3.3% decline in volume and a decline of 2.6% driven by the net impact of acquisitions and disposals. The price decline was driven by dairy market pricing, with positive pricing in the custom premix solutions business. The volume decline was driven largely by customer supply chain rebalancing in the custom premix solutions business. Overall volume trends continued to improve during the period, with good demand for protein underpinning NS volume growth in the second half of the year. Our combined US Cheese business and US JV operations make us the no. 1 supplier of American-style cheddar cheese. Our US Cheese and US JV delivered a strong performance driven through solid operational efficiencies. Our focus is on earnings and cash flow for this business. Our most recent acquisitions Sterling Technology and the B2B business of PanTheryx are exciting additions to our portfolio of nutritional ingredients, building out our dairy bioactive platform with their colostrum-enriched nutraceuticals that support gut health and help strengthen immune systems. We will continue to build on our core strength in custom premix solutions, scale Glanbia plc | Annual Report and Financial Statements 2023 13 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONChief Executive Officer’s review continued our extensive protein capability, and bolster our deep expertise in the healthy snacking space. Future growth opportunities The positive global trends around performance health and wellness continue to underpin our “Better Nutrition” strategy. Consumers have never been so focused on their health and wellbeing and want authenticity, functionality and sustainability in what they purchase. Our portfolio of great brands and ingredients support these trends. (See pages 19-21.) As a Group, we will continue to focus on our strategic priorities and drive growth across our core platforms of GPN and GN, optimise our business and drive shareholder value. We will also continue to invest in the business particularly the key enablers of awareness and distribution driving customer and consumer relevance. The growth profile of Glanbia will continue to be a blend of organic growth and acquisitions. We are ambitious in M&A and currently have debt capacity of approximately $1.3 billion. In terms of organic growth, we have taken Optimum Nutrition to over a billion dollars in revenue. Within GN, we understand protein and nutrition solutions like no other company, and we see great opportunities ahead. Embedding sustainability across the business Guided by our strong purpose and values, we will continue to drive the integration of our sustainability programme across the business through operational excellence, innovation, and partnerships. “Better Nutrition, Better World” is Glanbia’s global sustainability programme and it is central to our strategy. In 2023 we made good progress across our ESG agenda and are on track against our stated targets. A key focus area for 2024 is the delivery, in tandem with our partner suppliers, of a Scope 3 dairy decarbonisation transition plan. (See pages 46-71.) Our valued people Our people are our greatest asset. We care for our people and we work to foster an inclusive culture where every employee can thrive and reach their full potential. Supported by strong values, employee engagement and development opportunities, we continue to create high performing, diverse teams that can drive and support our growth agenda. I firmly believe Glanbia’s success is built on the talent of our great teams and people, with their innovative and entrepreneurial mindset, whether it is about driving performance, collaborating with customers, delivering operational excellence or building new businesses. I would like to thank each and every one of my colleagues for their hard work and commitment in 2023 and I look forward to celebrating our successes in 2024. We will continue to deliver on our comprehensive people agenda as outlined by our Chief Human Resources Officer Sue Sweem on pages 28-31. Over 5,500 people work in Glanbia and I look forward to working with them to ensure they are empowered to reach their personal and professional goals. Looking to the future As your newly appointed CEO, I step into the role at a time where significant progress has already been made in positioning the Group for future success. While our business is not immune to external factors beyond our control. I am confident that our Better Nutrition portfolio of brands and ingredients, and our strong culture and values, coupled with our robust financial capacity and simplified operating model, gives Glanbia a unique competitive advantage that will continue to drive sustainable growth for all our stakeholders. Hugh McGuire Chief Executive Officer Delivering sustainable value creation t h G r e o c w o r e cipline d catio n apital is D c llo a Better Nutrition Optim i s e our busi n e s s CMD Metrics* – November 2022 Metrics Delivered In 2023 Avg. Adj. EPS Growth** 5-10% Adj. EPS Growth** 20.5% Avg. OCF conversion 80%+ Avg. ROCE 10-13% OCF conversion 90.4% ROCE 12.2% * Glanbia Group ambition targets as per Capital Market’s Day (“CMD”) November 2022. ** Constant Currency. 14 Glanbia plc | Annual Report and Financial Statements 2023 Strategy Delivering on our growth ambition Our purpose: To deliver better nutrition for every step of life’s journey. Glanbia has evolved and grown over the past decade. Today, we are a “Better Nutrition” company, the home of consumer brands and ingredients that nourish millions around the world. cipline d catio n apital is D c llo a Better Nutrition Optim i s e our busi n e s s t h G r e o c w o r e The choices we do – and don’t – make, are guided by our purpose. Everything we do reflects our respect for each other and the earth. Each day, we set our sights on better. With ceaseless curiosity, our experts meet the needs of our customers and consumers, using insight and science-led innovation to create high-quality nutrition and more sustainable ways of doing business. As a team, we stay ahead of the curve by asking the right questions. Our strategy Our defined set of strategic priorities: grow the core; optimise our business; and disciplined capital allocation will help us to achieve our 2025 ambitions. To support these priorities and harness Glanbia’s global growth potential, we will continue to develop our key enablers, our world-class strategic capabilities and our strong assets. Enablers Powerful consumer trends: Our markets have evolved and as a Group we are evolving with them, understanding and staying close to our consumers and customers. Culture and talent: Glanbia’s culture and talent are key sources of competitive advantage for the Group. Disciplined financial management: We invest in the future success of our business. This investment supports the delivery of a strong performance and enables sustainable growth. Sustainable operations: We seek to maintain a strong position on key sustainability issues in our sector including food safety and quality, diversity, equity, and inclusion and in particular our environmental commitments. Grow the core Optimise our business Disciplined capital allocation See our business model on pages 22-23. Glanbia plc | Annual Report and Financial Statements 2023 15 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION Strategy continued Better Nutrition – Strategic priority #1 Grow the core Our core brands and nutritional ingredients hold market-leading positions in categories that are driven by strong underlying health and wellness trends. Our strategy Capture global potential of billion dollar ON brand; Build North America’s branded lifestyle nutrition platform; Continue to scale our international business; Build on core strength in GN NS custom premix solutions; and Scale GN NS’ extensive capability in protein. Enablers Powerful consumer trends Culture and talent Disciplined financial management Sustainable operations 2023 progress Looking ahead to 2024 • Following price-led growth in 2022 and 2023, drive volume growth in 2024 through distribution and awareness; • Capture further growth of GPN lifestyle brands in key growing markets; and • Maintain GN NS’ momentum in healthy snacking and ingredients solutions. • Like-for-like (“LFL”) GPN branded growth of 5.1% constant currency with strong growth in sports nutrition across all regions; • Delivered double-digit global volume in ON; • Scaled international business delivering 12.8% LFL revenue growth; • Sequentially improved LFL NS volume growth managed through significant supply chain rebalancing; • Ensured NS resiliently played into market trending categories driven by strong demand for functional and nutritional ingredients; and • Continued to build compelling capabilities and innovative solutions that are attractive to NS’ customers. S T R A T E G Y I N A C T I O N ON – a billion dollar brand Firmly established as the world’s no. 1 sports nutrition brand, Optimum Nutrition (“ON”) surpassed $1bn in revenue in 2023. For over 35 years ON has been a pioneer in the sports nutrition category through its commitment to quality, performance and innovation across a range of products and formats including ON 100% Gold Standard Whey, the worlds best selling protein powder. 16 Glanbia plc | Annual Report and Financial Statements 2023 t h G r e o c w o r e Better Better Nutrition Nutrition KPIs Adjusted EPS ($) – continuing operations 131.37c +20.5% constant currency GPN revenue $1.8bn +4.8% constant currency GN revenue $3.6bn -14.2% constant currency Key risks • Macroeconomic headwinds impacting demand; • Geopolitical uncertainties may negatively impact consumer demand; and • Competitor promotional activity or unexpected rapid changes in consumer behaviour. For more information about risk, see pages 72-85. Link to remuneration • Adjusted Earnings Per Share is a performance target in both the annual incentive and LTIP for Executive Directors; • Business segment EBITA forms part of the annual incentive and LTIP for the CEOs of GPN and GN; • GPN LFL branded revenue growth and margin forms part of the annual incentive of the CEO of GPN; and • NS LFL revenue growth and margin forms part of the annual incentive of the CEO of GN. For more information about remuneration, see pages 126-149. Better Nutrition – Strategic priority #2 Optimise our business Improving the operational, commercial, sustainability and financial performance of our business to maximise long-term value and deliver superior returns. Our strategy: Science-led innovation; Refine business and operating model; Optimise opportunities for margin expansion; and Digital transformation. Enablers Powerful consumer trends Culture and talent Disciplined financial management Sustainable operations 2023 progress Looking ahead to 2024 • Continued to refine Group and • Continue to drive innovation in Business Unit operating models and pursued efficiencies resulting in increased EBITA margins in GPN and NS over prior year; • Through our HR transformation programme, focused on digitally enabling ongoing talent development, performance management and employee engagement strategies; • Embedded ESG strategy across the business; • Continued to optimise Group-wide support functions to align with our growth agenda; and Implemented a business-wide digital core platform which will enable further digitisation across the Group. • GPN and build out dairy bioactives business in NS; • Following the implementation of a business-wide digital core platform, focus on further digital transformation across the Group; • Further embed our ESG strategy across the business; • Support full integration of acquisitions across the organisation; • Continue to optimise Group-wide • support functions to align with our growth agenda; and Implement new commercial arrangements related to our US joint venture. S T R A T E G Y I N A C T I O N Refining operating models Glanbia is a resilient business, well versed to operating in volatile and high inflation markets. We have a clear set of priorities and objectives to drive growth. In 2023 we continued to optimise our business portfolio with the sale of Glanbia Cheese UK and EU JVs. This allows us to continue to focus on our two growth platforms and pursue further efficiencies across the organisation. Better Better Nutrition Nutrition Optim i s e our busi n e s s KPIs Adjusted EPS ($) – continuing operations 131.37c +20.5% constant currency Employee engagement score 72 points +1 point Increase in point score for employees who said they were happy working at Glanbia. Carbon emission reduction 15.9% Scope 1 & 2 GHG emissions reduction versus 2022. ROCE – continuing operations 12.2% +150bps Key risks • A failure to attract, develop, engage and retain key talent; • Adverse cyber security events resulting in significant operational impacts; and • Climate or pandemic-related events impacting supply chains. For more information about risk, see pages 72-85. Link to remuneration • Adjusted Earnings Per Share is a performance target in both the annual incentive and LTIP for Executive Directors; • Development of talent is a personal objective of Executive Directors and the Operating Executive; and • STIP and LTIP incentives for the Executive Team and Senior Leadership Teams both include measurable metrics aligned to our strategic road map to deliver on our ESG targets. For more information about remuneration, see pages 126-149. Glanbia plc | Annual Report and Financial Statements 2023 17 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONStrategy continued Better Nutrition – Strategic priority #3 Disciplined capital allocation Optimising our business for maximum long-term value through the disciplined and focused allocation and reallocation of capital. Our strategy: Portfolio optimisation; Accretive M&A; Focus on cash generation; and Balance between investment and return of capital to shareholders. Enablers Powerful consumer trends Culture and talent Disciplined financial management Sustainable operations 2023 progress Looking ahead to 2024 • Continue progressive capital allocation strategy through mechanisms such as dividends and share buyback programmes; • Transition to new commercial arrangements associated with the Group’s joint venture operations; and • Pursue other margin accretive strategic M&A opportunities to complement the current portfolio. • Transitioned to a US dollar presentation currency for reporting purposes better representing core Group markets; • Delivered strong cash generation with 90.4% operating cash conversion; • Net debt: adjusted EBITDA 0.5 (2022: 1.13) and adjusted EBIT: adjusted net finance cost 38.1 (2022: 17.0); • Completed sale of Glanbia Cheese UK and EU joint ventures; • Acquired a colostrum enriched nutraceutical business; and • Continued growth in dividend (+10%) and €100m returned via share buyback programme. S T R A T E G Y I N A C T I O N Delivering shareholder value Creating sustainable long-term value for our shareholders and other stakeholders remains the primary objective of the Board and management. The Group’s ability to generate cash and its available debt facilities ensure the Group has considerable capacity to finance future investments. We have clear capital allocation priorities, with a balanced approach to investing in the business and providing returns to shareholders. We have a progressive dividend policy and remain enthusiastic about opportunities to accelerate growth via organic and M&A investments. 18 Glanbia plc | Annual Report and Financial Statements 2023 cipline d catio n apital is D c llo a Better Better Nutrition Nutrition KPIs OCF conversion 90.4% 2022: 85.7% ROCE – continuing operations 12.2% 2022: 10.7% Net debt $248.7m 2022: $490.0m Key risks • Ineffective due diligence, transaction completion or business integration; and • Failing to obtain accurate and relevant market intelligence. For more information about risk, see pages 72-85. Link to remuneration • OCF conversion is a performance target in the annual incentive for Executive Directors and the Operating Executive; and • ROCE is a performance target in the LTIP for Executive Directors and the Operating Executive. For more information about remuneration, see pages 126-149. Market trends and growth drivers G L A N B I A ’ S M A R K E T P O S I T I O N Optimum Nutrition #1 sports nutrition brand in the world. GN NS #1 supplier of whey protein isolate. Maximise athletic performance Performance nutrition The importance of nutrition in sports and fitness cannot be overstated. It plays an essential role in optimising training outcomes, hastening recovery periods, maintaining optimal body weight, minimising the risk of injuries and ensuring performance consistency. How we’re meeting this market need World-leading brands and ingredients Our portfolio of brands and ingredients hold significant leadership positions in the performance nutrition category. Most notably, Optimum Nutrition (“ON”) is the world’s #1 sports nutrition brand and has been a pioneer of performance nutrition for over 35 years. Available in over 90 countries, ON holds leading positions in protein powder with its Gold Standard Whey and Serious Mass products. GPN’s brand portfolio also includes Isopure which provides low and zero carb protein powders and drinks to premium consumers looking to support their active lifestyles, while BSN is targeted at consumers looking to build muscle mass with a range of protein and energy-based products. In our Nutritional Solutions (“NS”) ingredients business we build our business around healthy categories. We are the #1 global supplier of whey protein isolate supplying key market segments including performance nutrition. Our functional and nutritional ingredients appeal to the heightened desire of our customers for tailor-made ingredient solutions to enrich their food and beverage products. $25bn The size of the global sports nutrition market Discover more on pages 32-39. Source: Euromonitor. Glanbia team analysis. Glanbia plc | Annual Report and Financial Statements 2023 19 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONMarket trends and growth drivers continued Our Business Model G L A N B I A ’ S M A R K E T P O S I T I O N GPN is the world’s #1 sports nutrition company. GN NS the world’s #2 global supplier of micronutrient premixes. A desire for healthy, active lifestyles Improve physical and cognitive health More and more people are focused on nutrition that supports a healthy and active lifestyle as well as boosting their mental health. Consumer interest in fortified foods and beverages with functional claims continues to increase, as people seek to supplement their diets with immune boosting nutrients to improve their energy levels and health. How we’re meeting this market need Delivering trusted healthy lifestyle brands and ingredients GPN offers a range of healthy lifestyle nutrition brands. think! offers high protein low sugar bars for consumers looking for healthy on-the-go snacking options. Isopure provides everyday nutrition with a commitment to purity, simplicity, and quality through products made with minimal ingredients, and only those you trust. Amazing Grass is a leader in the Greens segment with a range of Greens Superfood powders for consumers looking to supplement their intake of vegetables. This brand appeals to the growing consumer groups of flexitarians, vegetarians and vegans. In our GN NS business, we offer tailor-made and sustainable nutritional ingredients and supplements that provide energy without compromising quality. Our ingredients are used in the bakery, beverage, snack bar, dairy and foodservice markets. Our capabilities range from producing ‘straight’ ingredients to bespoke premix blends. Historically anchored in dairy proteins, our capabilities now extend from marketing ‘straight’ ingredients to developing bespoke nutritional solutions using a wide range of ingredients, providing greater market reach and broader customer relevance. $160bn The fitness sector is worth $160bn and will increase by 172% to $435bn by 2028. Discover more on pages 32-39. Source: Fitness Industry Trends & Statistics 2021 (strategicmarketresearch.com) 20 Glanbia plc | Annual Report and Financial Statements 2023 E X T E R N A L R E C O G N I T I O N B E N C H M A R K S Delivering better nutrition, responsibly Sustainability Sustainability remains a top priority for global consumers. An International Data Corporation report published in 2023, showed that nearly 30% of food and beverage producers said consumer demand for eco-friendly products is driving organisational change toward greater sustainability. It is essential for today’s conscientious consumers that the brands and ingredients they support are making decisions that are positively impacting the environment today and for the future. How we’re meeting this market need Our People. Our Planet. Our Performance At Glanbia, we believe we have an obligation to protect the planet for future generations. Our sustainability strategy focuses on three pillars: our people, our planet, and our performance. We recognise that food systems are deeply connected to the planet’s resources, and companies like ours play a critical role in protecting the environment. Glanbia has strict environmental targets related to climate, water, waste and packaging. To achieve our sustainability ambitions, we need to collaborate with our existing and future partners. Together with our stakeholders, we’re working to support a resilient food system. We embed ethics into every business decision we make. We abide by a clear code of conduct, built on our values, to drive better performance in every corner of our organisation. This strong business foundation, enables us to create products that uphold the highest standards of quality, food safety and nutrition. 77% of people are influenced by a company’s environmental record when deciding whom to buy from. Discover more on pages 46-71. Source: PWC. Glanbia plc | Annual Report and Financial Statements 2023 21 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION Our Business Model Through the delivery of world-class brands and capabilities, operational efficiency and disciplined financial management, Glanbia creates value for all its stakeholders. Delivering Better Nutrition Our purpose to deliver Better Nutrition for every step of life's journey connects us with the passion our consumers and customers have for our sports nutrition brands and nutritional ingredients. Our core activities Adding value through customer-focused innovation and collaboration is central to our philosophy. It ensures that we can influence and drive market trends rather than simply respond to them. Our portfolio of brands and ingredients GPN is home to the world's #1 sports nutrition brand with an unrivalled product offering and key channel and category leadership. As an ingredient supplier in the B2B arena, GN stands for quality, integrity, innovation and sustainability. Our markets Glanbia’s brands and ingredients are positioned at the centre of large and growing sports nutrition and ingredients markets. Our portfolio of products meets key consumer needs and enables people to achieve their healthy lifestyles goals. Our culture and talent • Committed, adaptive and resilient • Passion for delivering better nutrition • Curious and innovative • Respectful and inclusive Sourcing We work with our suppliers to procure high quality raw materials and services, with social impact and environmental sustainability in mind. Manufacturing Our operational excellence enables us to manufacture branded products and ingredients that meet the highest standards of food safety and quality. All our facilities operate with full regulatory compliance and good environmental stewardship. Innovating Using our deep understanding of nutritional trends and behaviours we focus on driving sustainable innovation that delivers innovative branded products and patented nutritional ingredient solutions. Marketing and brand building We continually evolve our data analytical skills to understand consumer’s attitudes and motivations. We invest in world-class marketing tools to build GPN's brands and sustain our leadership positions in GN. Selling In GPN our global sales teams use data, digital tools and insights to extend our sales and channel reach and improve our execution. In GN we work in collaboration with our customers to deliver bespoke ingredient solutions that enable them to grow their business. 22 Glanbia plc | Annual Report and Financial Statements 2023 How we add value The power of our brands and ingredients coupled with our unrivalled expertise in protein have made us the #1 sports nutrition company in the world, #1 global supplier of whey protein isolate and #2 global leader of custom premix solutions. Our brands and ingredients We actively manage our portfolio of brands and nutritional ingredients to ensure we offer a broad range of products across regions, categories and price points. Discover more on pages 32-39. Protein expertise and know-how We have a deep understanding of protein and its applications across nutritional sports brands and ingredient solutions. Discover more on pages 32-39. Value for stakeholders The impact of our purpose is evidenced through the delivery of sustainable growth and value creation for all of society. Consumers and customers Optimum Nutrition enjoys strong brand loyalty as a $1bn brand that continues to grow. $1.1bn ON brand revenue in 2023 People We invest in our people and their careers, providing development opportunities, competitive rewards and benefits. $519.6m Employee benefits for the wholly-owned Group in 2023 Capital management Glanbia has a strong track record of efficient capital allocation and reallocation to where we see opportunity for growth. Suppliers We partner with suppliers to ensure long-term, mutually beneficial relationships. We have an active programme in place to risk assess our suppliers. Discover more on page 44. Global talent management As a global business, excellence in human resources and talent management is key to the Group’s future success and this was a particular area of focus in 2023. Discover more on pages 28-31. Delivery of our Strategy t h G r e o c w o r e cipline d catio n apital is D c llo a Better Nutrition Optim i s e our busi n e s s Discover more on pages 15-18. Environment We continue to focus on climate initiatives and have committed to a 50% reduction in Scope 1 & 2 carbon emissions by 2030. 15.9% Scope 1 & 2 carbon emissions reduction in 2023 versus 2022 Communities We contributed and donated time and money to support causes in our local communities. $1.2m Raised to support charitable donations in 2023 Investors Our dividend policy has a targeted dividend payout ratio of 25%- 35%. In addition, shareholders were returned €100 million in 2023 under the share buyback programme. €189.8m Returned to shareholders via dividends and buybacks in FY 2023 Glanbia plc | Annual Report and Financial Statements 2023 23 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION Key performance indicators Financial KPIs Revenue $5.4bn (2022: $5.9bn) -8.7% constant currency -8.7% reported currency Revenue volume growth1 -0.5% (2022: +0.5%) GPN -0.3% (2022: -2.1%) Like-for-like branded revenue volume growth NS -3.3% (2022: -3.5%) Like-for-like revenue volume growth EBITA2 $424.0m (2022: $365.7m) +16.4% constant currency +15.9% reported currency Profit after tax $344.5m (2022: $270.6m) Continuing operations $347.7m Discontinued operations -$3.2m Basic Earnings Per Share ($) – continuing operations 130.41c (2022: 76.55c) +71.7% constant currency +70.4% reported currency Strategic relevance Revenue growth is a key indicator of how the Group is succeeding in developing through investment in organic growth and the ongoing acquisition programme. In addition, there are a number of key components of Group revenue (price, volume and acquisitions) which are actively monitored to provide greater insight into performance. Performance In 2023, revenue was $5.4 billion (2022: $5.9 billion), a decrease of 8.7% (on a reported and constant currency (“cc”) basis) on 2022. Revenue decline was driven by volume and pricing declines of 0.5% and 7.7% respectively, as well as M&A related reductions of 0.5% as the positive impact of recent acquisitions was more than offset by divestment activity. Volume decline was largely driven by supply chain destocking, with pricing decline primarily as a result of lower dairy markets. Strategic relevance Revenue volume growth is an important metric for the Group as it represents the underlying growth in sales to customers excluding any impact of price. Volume is further broken down by the Business Units to understand the brand growth within GPN and the components of volume growth in NS within GN. Performance Overall volumes decreased by 0.5% in the year. LFL branded volumes in GPN declined by 0.3% and volume declined by 3.3% in NS, offset by volume growth of 0.7% in the US Cheese business within GN. Volume declines in GPN and NS were in the context of significant pricing adjustments in prior years in mitigation of record input cost inflation. Strategic relevance Earnings Before Interest, Tax and Amortisation (“EBITA”), pre-exceptional items, is the key performance measure for the wholly-owned segments of the Group. The exclusion of amortisation aids comparability between our segments. EBITA margin is a key metric to ensure that growth is being driven in a responsible manner by maintaining margins within an acceptable range. The strategy for the Group is to focus on higher growth, higher margin products within GPN and GN. Strategic relevance Profit after tax is the measure of the profit generated by the Group for the year, post tax and post exceptional items. Strategic relevance Basic Earnings Per Share (“EPS”) is an important IFRS reporting metric and relates to EPS of the Group post tax and post exceptional items. Performance EBITA was $424.0 million in 2023, an increase of 15.9% reported currency and up 16.4% cc. GPN’s EBITA increased by 33.7% cc versus 2022, while EBITA margins were up 300bps to 14.2%. GN EBITA declined by 2.7% cc with EBITA margins up 50bps versus 2022 to 4.6%, comprising EBITA margins in NS of 12.5% (2022: 11.4%) and US Cheese of 1.6% (2022: 1.3%). Performance Profit after tax for 2023 was $344.5 million (2022: $270.6 million), an increase of $73.9 million on prior year. This comprises the profit generated from continuing operations of $347.7 million and loss on discontinued operations of $3.2 million, with discontinued operations representing exceptional costs associated with the 2022 Tirlán (formerly Glanbia Ireland) divestment that have now crystallised. Performance Basic EPS – continuing operations was 130.41 cent, a reported increase of 70.4% (+71.7% cc), driven by increased profitability across the Group. Discontinued operations, which relate to the disposal of the Group’s interest in Tirlán (formerly Glanbia Ireland) have been excluded on the basis that they are now less relevant as a benchmark for the ongoing Group business. 1. Performance condition of Glanbia’s Annual Incentive Scheme. 2. Both EBITA and OCF are presented on a pre-exceptional basis. 3. Performance condition of Glanbia’s Long-Term Incentive Plan. 4. GHG emissions reduction in Scope 1 and 2 in comparison to prior year result (2022). Refer to page 55 for operational control GHG emissions breakdown by Scope and performance since 2018 base year. 24 Glanbia plc | Annual Report and Financial Statements 2023 5. Results relate to sites under Glanbia’s operational control. Includes Group’s wholly-owned operations and MWC-Southwest Holdings LLC joint venture operations. Adjusted Earnings Per Share ($) – continuing operations1,3 131.37c (2022: 109.57c) +20.5% constant currency +19.9% reported currency Return on Capital Employed – continuing operations3 12.2% (2022: 10.7%) OCF conversion1,2 90.4% (2022: 85.7%) Strategic relevance Adjusted EPS is an important measure of the profitability of the Group as it represents the underlying profit per equity share in issue. Performance Adjusted EPS (continuing operations) increased 19.9% reported (+20.5% cc) to 131.37 cent, due to continued growth in profitability of the wholly-owned business, net of reduced profitability in joint ventures. Positive pricing in response to inflationary pressures and the ongoing benefit from transformation initiatives contributed to this record performance. Strategic relevance Return on Capital Employed (“ROCE”) measures the efficiency of the Group’s organic and acquisition investment programme as well as the utilisation of its assets. Performance ROCE from continuing operations increased by 150bps to 12.2% (2022: 10.7%). This increase was primarily due to the continued growth in profitability arising from the successful execution of the Group’s strategy. Strategic relevance Operating Cash Flow (“OCF”) measures the cash generated from operations before interest and tax payments and before strategic capital expenditure. OCF conversion is OCF as a percentage of earnings before interest, tax, depreciation and amortisation (“EBITDA”) and is a measure of the Group’s ability to convert trading profits to cash, which is then available for strategic investments and dividend payments. Performance OCF conversion was 90.4% in 2023 (2022: 85.7%) compared to a target of 80%. OCF conversion has increased since prior year due to increased profitability across the Business Units, combined with reduced investment in working capital as pricing and inventory levels returned to more normalised levels following a level of significant inflation and supply chain disruption throughout 2022. Non-Financial Metrics (NFM) Carbon emissions4 -15.9% Objective Decarbonise our operations and dairy supply in line with the SBTi commitment and future-proofing of organisation and our value chain. Health and safety5 5% Improved Lost Time Case Rate ("LTC") Objective Maintain the highest possible global safety standards using sites with no LTC as a key benchmark. Employee engagement score 72 Objective Measure employee engagement and listen to our team members to understand where we have opportunities to improve. NFM Strategic relevance Climate change is impacting all of society. At Glanbia we are committed to doing our part by focusing on our most material areas. Our “Better Nutrition, Better World” sustainability strategy prioritises energy efficiency and renewable electricity procurement for our operations. NFM Strategic relevance The health and safety of our employees is inherent in our Glanbia values and is reflected in our organisational goal of “Zero Harm”. Proportion of sites meeting at least industry standard safety performance based on NAIC (“North American Industry Codes”) benchmark, and reduced severity of injuries, by progression of the Lost Time Incident Rate (“LTIR”) are established global measures of safety performance. Glanbia aspires to zero LTC and all sites maintaining a minimum of industry benchmark performance for lost time injuries. Performance In 2023 we reduced Scope 1 and 2 greenhouse gas (“GHG”) emissions in our operations by 15.9% from the previous reporting year (2022). Glanbia’s target is a SBTi validated target aligned with a 1.5 degrees Celsius climate scenario. This target is supported by a Board approved decarbonisation plan for a 50% reduction in operational Scope 1 and 2 GHG emissions by 2030 from a 2018 base. Performance Overall a 5% improvement in the LTC rate in 2023 versus last year. Group LTIR was 0.43/200,000 hours, well below our NAIC food industry benchmark of 1.20 (2023:1.20) 55% of our sites were without a lost time case recorded for a year or longer, 77% are better than the NAIC industry LTC injury rate for their peers. Sites below the NAIC performance maintain robust improvement plans supported and monitored by leadership. NFM Strategic relevance Employee engagement is a key enabler of performance. At Glanbia we acknowledge that people who are positively engaged, motivated and supported perform to the best of their ability, find a greater sense of meaning in what they do and contribute positively to Glanbia’s success. Performance In the 2023 ‘Your Voice’ survey, overall engagement score was up 1 point with scores increasing across most Business Units and continued positive momentum on focus areas e.g. around wellbeing, action taking, and growth. We were pleased to see a 22 percentage point increase in participation to 80% reflecting employees trust and engagement in finding a better way together. Glanbia plc | Annual Report and Financial Statements 2023 25 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONDelivering Performance Strong financial management is a key ethos of the Group. Glanbia has a long track record leveraging our strong market positions, driving innovation in our sales and marketing processes and executing strong operational excellence. We will continue to grow by leveraging these strengths, driven by our agile business model. Discover more on page 22 26 Glanbia plc | Annual Report and Financial Statements 2023 Our core strategy is focused on delivering growth through our Better Nutrition portfolio of brands and ingredients, which accounts for 90% of Group EBITA. Discover more on page 15. We believe in doing good things in the world – and that helps us do well in business. We earn responsibly and put those profits back into helping people live full, healthy lives. Discover more on page 46. We continue to refine our operating model, understanding and responding to our customers and consumers through innovation and active portfolio management. Discover more on page 22. Glanbia plc | Annual Report and Financial Statements 2023 27 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONPeople Our people and culture are vital to enable growth Sue Sweem Chief Human Resources Officer “We’re committed to building an inclusive culture that empowers our people to grow and thrive at Glanbia. Their pride in what they do, along with their sense of purpose and their commitment to our values, are essential to our culture.” 28 Glanbia plc | Annual Report and Financial Statements 2023 Embedding transformation to support performance We believe in the power of our people and our culture to drive performance. This year, our people agenda focused on the continued implementation of Grow@Glanbia, our multi-year HR transformation programme which is designed to support a future-ready, people-centred organisation and our high-performance culture. Our new HR operating model is helping us to maximise the talent and diversity of our workforce to unlock performance. Our People Success Organisation is operating through a centralised team which supports employees and managers in our major markets as well as enabling our wider HR teams to focus more strategically. Supporting our people to reach their potential We know that Glanbia succeeds when our people are supported to reach their potential. Our talent development strategy focuses on growing talent from within our organisation, increasing readiness for new opportunities and building our leadership pipeline. We’re committed to building critical capabilities aligned to business priorities and current and future needs. Supporting our people’s career growth is a priority. We are focused on embedding our new career growth tools ‘MyLearning’ and ‘MyCareer’ to enable our people to gain the skills, leadership capabilities and career pathways to be future-ready. Optimising and embedding these new tools is having an impact, with over 14,000 courses completed by our employees. Of those taking courses, 60% of time spent is on learning business skills (leadership, management, communication) and 40% technology skills (development and data science). Overall, our learning platform was accessed by more than 4,000 employees during the year. This empowers employees to continue to build skillsets that will enable career growth and progression. At the leadership level, we offer a range of best-in-class tailored programmes aligned to our leadership capability model. These include Leading the Future, our executive leadership programme; Leading to Accelerate for emerging female leaders; and Leading the Glanbia Way, our foundational programme that introduces our leadership capability model. Engaged employees and a strong culture Employee engagement is a key enabler of our performance, as our people deliver our strategy. Glanbia’s ‘Your Voice’ employee survey conducted in 2023 had an overall response rate of 80% and showed overall employee engagement levels increasing +1 to 72, with the most significant score improvements seen for our hourly employees (+3). Engagement scores increased across most areas of the business with positive feedback on efforts to improve growth opportunities for employees as well as wellbeing initiatives. Our Inclusion Index score was in line with last year. Areas of opportunity for 2024 include improving communications channels and cascade through the organisation and building on our existing wellbeing initiatives. We continued to embed our Smart Working Model which our employees value highly and which we believe helps to enhance Glanbia’s overall attractiveness as an employer. C A S E S T U D Y Total Group employees in 2023 5,534 across 31 countries GPN 2,040 GN 2,814 Joint Venture 680 Gender representation in the organisation 38% 62% Engagement score 72 Agree with the statement ‘I feel proud to work at Glanbia’ Male Female 75 Leading to Accelerate – supporting our emerging female leaders “An enriching experience that has made a positive impact on my personal and professional growth” Programme participant Leading to Accelerate is a pilot leadership development programme for emerging female leaders across Glanbia, whose mission is to grow, connect and develop a diverse network of female leaders. and supportive space for emerging female leaders to come together, share experiences and uplift one another. We plan to build on the strong foundations of this pilot programme for future initiatives. This immersive and transformative experience brought together female leaders from across the organisation for facilitated monthly education sessions, supported by measurable action assignments, group discussions and executive coaching. The learning outcomes from the programme included increasing leadership self-awareness, developing personal leadership narratives, learning and applying the critical concepts of effective leadership, as well as creating a safe Glanbia plc | Annual Report and Financial Statements 2023 29 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONPeople continued Strengthening our inclusive workforce Our Diversity, Equity & Inclusion (“DE&I”) vision is to advance a culture where we celebrate individuality, knowing that together we are more. Nurturing an inclusive and diverse culture supports our performance. Our goal is to achieve an equitable and inclusive culture in the workplace, to unlock the potential of diverse teams to deliver high performance. We measure our employees’ sense of belonging and their sentiment around equal opportunity in our annual ‘Your Voice’ survey. We continued to make progress on our DE&I journey in 2023 and our review conducted during the year shows that we are ahead of schedule on the execution of our current strategy. Our focus for 2024 will be to reset our timeline and establish new longer term ambitions. Our network of Employee Resource Groups (“ERGs”) – Glanbia Network of Women; True Colours, our LGBTQIA+ group; and Mosaic, our multicultural group – continued to scale, creating connected communities of support, while helping the business better understand our diverse communities’ perspectives and concerns. Our growing range of policies and guidelines in areas including family leave, primary caregiver support, adoptive parents leave, support for employees undertaking fertility treatments as well as those who experience loss, is also helping to foster an inclusive environment that supports our employees. We continue to focus on female representation recording 40% female participation in management in 2023, an increase of 2% over 2022. We aspire to achieve gender balance over time in our management team and our continued improvement of female representation at this level demonstrates our commitment and investment to ensure females can thrive and advance at Glanbia. Global employee base In 2023, total Group employees, came to 5,534 people based in 30 countries. Glanbia Performance Nutrition had 2,040 employees while Glanbia Nutritionals employed 2,814 people during the year. Our joint venture had 680 employees in 2023. Female participation in management 40% “Glanbia’s Family Leave Programme is a great initiative that every employee can benefit from. The programme gave us time to adjust to a new routine with our new baby and time to adjust to having two kids. It was important for me to have the time to bond with our newborn.” Zach Bonnell Continuous Improvement Lead 948 Aurora C A S E S T U D Y Growing our employee resource groups Glanbia’s Employee Resource Groups (“ERGs”) continued to flourish in 2023, ensuring that the voices of employees in under- represented communities are heard across our organisation. Over 1,000 employees are now signed up to our three ERGs with numbers growing consistently across our global locations in the US, EMEA, Asia and LATAM. Our LGBTQIA+ group True Colours expanded in 2023, with the establishment of an international chapter. True Colours focused on allyship and mental health as part of its programme, developing a visibility tool kit to show openness and support to people in the community, as well as focusing on a broader education programme for employees. Our multicultural group Mosaic aims to highlight the diverse perspective of our employees from different racial, ethnic and cultural backgrounds. In 2023 Mosaic also expanded, establishing a European chapter. Globally, Mosaic marked cultural events including Diwali, Native American History Month and Hispanic Heritage. Mosaic also delivered education and micro-learning opportunities for employees on relevant topics year-round. Our Network of Women (“NOW”) continued to focus on themes including mentorship, career development, networking and women’s health topics, such as breast cancer, menopause and mental health awareness. NOW also facilitated listening and feedback sessions for employees to support the embedding of our new family leave policies. 30 Glanbia plc | Annual Report and Financial Statements 2023 Pictured is Denis Vaughan (third from the right), with members of Glanbia’s Executive Leadership, receiving a values award for his work in setting up the international chapter of True Colours in 2023 as well as his overall advocacy and leadership. Health and Safety Culture of safety At Glanbia, employee health and safety is an inherent part of our values and commitments. We recognise that a safe and healthy workplace is among the basic principles and rights at work. To achieve this we continually work to the two core principles of “Zero Harm” and “Business Excellence”. These two principles are inextricably linked with underlying management system structures in place to support this approach and mindset. A strong health and safety culture has been driven by management and employees at all levels supported by our “Zero Harm” mindset. All employees are empowered to challenge unsafe work conditions or practices. We support this by having a safety committee across all our operational sites which includes members from all levels of the business. Our management approach Glanbia sites are operated under the Glanbia Risk Management System (“GRMS”). This occupational health and safety management system allows a unified approach to identify and mitigate risks, and to engage our workforce in continual improvement activities and ensure the appropriate training is provided and tailored to people’s role. All sites are also subject to regular health and safety audits by the relevant government bodies, internal audit and external assurance providers. Using industry best practice, guidelines and standards, the GRMS has been developed as an approach to deliver zero fatalities or life-changing/critical injuries across the Group. We proactively manage assessed gaps and process improvements which are a direct output from GRMS. We use our Glanbia Performance System (“GPS”) which is based on lean thinking principles as a framework to implement these improvements. This is Glanbia’s in-house vehicle to drive continuous improvement using industry best practices to achieve business excellence. Health and safety is one of the key pillars of our GPS structure. Our progress and key initiatives While we recognise that there is no acceptable level of accident or injury, we experienced no fatalities (2022:0) or life changing/critical injuries (2022:0) during the year. Our Lost Time Incident Rate (“LTIR”) was 0.43 in line with last years performance (0.45) which was a historical low for the Group. We noted an increase in the Group’s Total Recordable Incident Rate (“TRIR”) from 1.22 in 2022 to 1.60 in 2023. This increase is explained by the addition of acquisitions that were integrated into Group reporting in 2023. Our internal benchmarking has also indicated an excellent performance in reference to the NAIC (“North American Industry Code”) Occupational Health and Safety Performance. In 2023, 93% of all manufacturing sites were at or better than NAIC average performance in total recordable incidences. In 2023, five operational locations had zero injuries occur and nine operational locations had zero lost time injuries. Furthermore, we have had zero lost time incidences in all laboratories, R&D centres, and administrative/corporate offices globally. C A S E S T U D Y Central safety dashboards To support our central oversight and drive process improvement, safety dashboards were developed for each operational site. The dashboards contain critical data including TRIR, LTIR, Root Cause Analysis, and injury classification. This encourages sites to use the data to prioritise improvement areas to minimise repeat occurrence of injury. They are used as a communication tool for sites to update on performance and compare performance relative to their peers. It allows management to view consolidated data and trends to identify where supplemental programmes, training, capital or resource could be applied to reduce risk. Health and Safety Benchmarking – Food manufacturing Total Recordable Incident Rate (TRIR)1 Lost Time Incident Rate (LTIR)2 4.0 3.5 3.0 2.5 2.0 1.5 1.0 0.5 0 NAIC Average Food Manufacturing 2.3 1.22 1.60 2.0 1.8 1.6 1.4 1.2 1.0 0.8 0.6 0.4 0.2 0.0 NAIC Average Food Manufacturing 0.69 0.45 0.43 2021 2022 2023 2021 2022 2023 Glanbia’s 2023 TRIR score was 1.60, slightly up from 1.22 in 2022 but still substantially lower than the NAIC Food Manufacturing Average of 4.0. Glanbia’s 2023 LTIR was 0.43, in line with last year (0.45). Glanbia's score is significantly lower than the NAIC Food Manufacturing Average of 1.2. 1. TRIR is the number of recordable, work-related incidences per 200,000 hours worked. 2. LTIR is the number of lost time work related incidences per 200,000 hours worked. Glanbia plc | Annual Report and Financial Statements 2023 31 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONOperations review Glanbia Performance Nutrition Steve Yucknut CEO Glanbia Performance Nutrition Revenue $1,795.6m 2022: $1,712.5m EBITA (pre-exceptional) $255.4m 2022: $191.9m EBITA Margin 14.2% 2022: 11.2% Glanbia Performance Nutrition* #1 GPN Performance Overview $’m Revenue EBITA EBITA margin FY 2023 FY 2022 Change Constant Currency Change 1,795.6 1,712.5 +4.9% +4.8% 255.4 14.2% 191.9 +33.1% +33.7% 11.2% +300bps Commentary on percentage movements is on a constant currency basis throughout. Performance highlights: Like-for-like (“LFL”) branded revenue growth of +5.1% with volume -0.3% and pricing +5.4%; Optimum Nutrition (“ON”) brand delivered LFL revenue growth of 17.0% with both volume and price growth; EBITA margin of 14.2% (2022: 11.2%), an increase of 300bps. 32 Glanbia plc | Annual Report and Financial Statements 2023 * Glanbia Nutrition is the #1 sports nutrition company in the world – Euromonitor. and maximising the omnichannel opportunity. In 2023 GPN’s revenue increased by 4.8% in 2023. This was driven by price increases of 5.4% partly offset by a volume decline of 0.6%. Pricing was positive following the execution of price increases in 2022. The price increases implemented to offset inflation have largely been maintained across the portfolio with price elasticity within the performance nutrition category better than expected. The volume decline was largely driven by the SlimFast brand, which represents 9% of GPN’s revenue, with the previously highlighted challenges in the diet category impacting the brand’s performance. ON, which represents 62% of GPN’s revenue, delivered both volume and price growth in the period as the strength of the brand continues to drive global distribution and velocities, supported by increased marketing activation and brand investment. GPN’s EBITA increased by 33.7% versus prior year to $255.4 million and EBITA margin increased by 300 basis points to 14.2%. This was driven by continued focus on revenue growth management initiatives, operating efficiencies and margin optimisation. The positive phasing of input costs in the second half of 2023 supported both further brand investment and margin improvement. Who we are Glanbia Performance Nutrition (“GPN”) is the number one global sports nutrition portfolio with a growing position in US Lifestyle nutrition. Our mission is to inspire people everywhere to achieve their performance and healthy lifestyle goals, and we achieve this through education, advocacy, quality and authenticity. Our brands Optimum Nutrition (“ON”) is the world’s no. 1 sports nutrition brand. Our portfolio also comprises: BSN, Isopure, Nutramino, SlimFast, think!, Amazing Grass, Body & Fit and LevlUp. Each brand has its own brand essence and consumer appeal. Our brands participate across a range of formats such as powders, capsules and tablets, drinks and bars and are sold in a variety of channels such as online, specialty and mass retail. Innovation sits at the heart of our business and we continuously develop new products across our brands. Financial performance 2023 In 2023 GPN made strong progress against its strategic pillars delivering an excellent performance. Our strategic pillars focus on: capturing the global potential of our $1 billion ON brand; building a lifestyle nutrition platform in North America; accelerating growth in priority international markets; C A S E S T U D Y Isopure’s ‘purity’ driving strong growth in US and international markets Isopure is one of GPN’s healthy lifestyle brands which features a range of products such as Zero and Low Carb Protein Powder, Infusions Protein Powder, Isopure RTD and Collagen. Isopure aims for the highest standards of protein made with the simplest of ingredients – all without sacrificing taste. Isopure can be found nationwide in the U.S. in online and offline channels and has an established presence internationally in Mexico and India. Isopure has enjoyed strong growth in the US and overseas in recent years. This accelerated performance has been anchored by the brand’s purity positioning which is appealing to an increasingly broad group of consumers who are looking for clean, high quality protein rich nutritional supplements. In 2022, the brand launched a new campaign – ‘Add Less, Do More’ which featured a new outdoor look and feel which helped to differentiate the brand within the protein powder category and reinforce its purity positioning. Growth in the US has been driven by broader distribution in a range of channels and increased investment behind digital and social media driving higher awareness and consideration, bringing in new consumers to the brand and the category. Glanbia plc | Annual Report and Financial Statements 2023 33 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONOperations review continued Glanbia Performance Nutrition Americas GPN Americas grew LFL revenue by 0.9% in 2023, with strong growth in the ON and Isopure brands offset by anticipated declines in the SlimFast brand. The ON brand continues to strengthen its strong consumer position and delivered US consumption growth of 13.7%¹ in 2023, building on a strong comparative period. This was driven by strong growth in the club and online channels and was supported by the successful activation of the ‘More of You in You’ brand campaign. Trends in the healthy lifestyle portfolio remained robust, with US consumption growth of 11.2%¹ across the think!, Isopure and Amazing Grass brands. The strong growth in the ON and Isopure brands in the period was driven largely by the powders format, which continues to resonate as a value offering with consumers. International GPN International, which represents 35% of GPN global revenue portfolio, grew LFL revenue by 12.8% in 2023. Growth across the region was broad based and driven by both volume and price growth of the ON brand, which was supported by increased brand investment and expanded distribution. 1. Consumption growth is US measured in channels and includes Online, FDMC (Food, Drug, Mass, Club) and Specialty channels. Data compiled from published external sources and Glanbia estimates for the 52 week period to 31 December 2023. GPN FY 2023 revenue overview By region By channel By format 35% 65% 12% 21% 32% 35% 4% 10% 11% 75% Americas International LFL growth: +1% +13% Online FDMC Distributor Specialty LFL growth: +13% +4% -2% -1% Powders RTE RTD Other LFL growth: +13% -18% -15% +1% C A S E S T U D Y McLaren F 1 team – official partnership Optimum Nutrition is the official sports nutrition partner of the McLaren Formula 1 team, beginning February 2024. In a long-term deal featuring exclusive content, branding and merchandising, ON will support the McLaren drivers and the record breaking McLaren pit crew in achieving new levels of human performance in F1. Formula 1 is one of the world’s fastest growing spectator sports, attendance up 36% from 2019, digital audience growing by 40% year-on-year, and reaching a 1.54bn TV audience annually. McLaren is an iconic global brand with a long standing reputation for performance, with a strong digital following and achieved 4th place in the 2023 constructors’ championship. The McLaren pit crew hold the world record fastest ever pit stop at 1.8 seconds. C A S E S T U D Y Strong growth in the UK market driven by brand activation and omnichannel distribution In the UK, our second largest GPN market outside of US, we have continued to scale our presence as a true omnichannel player within the market. Our Sports Nutrition category captaincy with key retail partners has driven strong ON distribution expansion in our offline channels while we continue to drive growth in our online channels through strong execution in key marketplaces and via our owned D2C platform. Innovation has continued at pace with the launch of the new ON Clear Protein 100% Plant Protein Isolate and the revamped ON bar range. The SlimFast brand performance continues to be impacted by headwinds in the overall diet category though we have seen positive brand and consumer metrics following the launch of the refreshed brand campaign (Oomph for your Boomph). 34 Glanbia plc | Annual Report and Financial Statements 2023 Firmly established as the world’s # 1 Sports Nutrition brand, Optimum Nutrition is the global leader in sports nutrition through its uncompromising commitment to quality, performance and innovation across a wide portfolio of products and formats. This includes Optimum Nutrition Gold Standard Whey, the world’s best-selling protein powder. C A S E S T U D Y Double-digit growth drives Optimum Nutrition to over $1.1bn Optimum Nutrition delivered revenue in excess of $1bn in 2023, the first sports nutrition brand to reach the milestone. Growth has been driven by enhancing the brand’s reputation among its core sports nutrition audience while at the same time effectively recruiting consumers beyond that core audience. Optimum Nutrition consumers are typically highly engaged in the category, see sports nutrition as an “essential” spend and shop in online and offline channels in over 100 countries. Optimum Nutrition’s foundation is built on a reputation for high quality, innovative products across protein and energy using the very best ingredients and manufacturing processes. The Optimum Nutrition brand is brought to life through its “More of You In You” communications platform which was launched in 2022. More of You In You is executed in multiple digital and social channels using brand created content and the endorsement of elite athletes such as the American Tennis player, Taylor Fritz; Indian Cricketer, Rishabh Pant; Irish Rugby player, Hugo Keenan; and Ireland’s Gaelic Players Association (“GPA”) as well as local partnerships. The Optimum Nutrition range is constantly refreshed through new products, flavours and pack sizes to help more consumers engage with the brand. Glanbia plc | Annual Report and Financial Statements 2023 35 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONOperations review continued Glanbia Nutritionals Brian Phelan CEO Glanbia Nutritionals NS Performance highlights: LFL revenue decline of 12.3% with volumes -3.3% and pricing -9.0%. EBITA margin of 12.5%, an increase of 110 basis points versus 2022. Sequential volume improvement as the period progressed, with positive volumes in Q3 and Q4. Nutritional Solutions Revenue US Cheese Revenue $1,008.5m 2022: $ 1,186.8m $2,621.3m 2022: $3,044.4m GN divisional Performance Overview FY 2023 FY 2022 $’m Revenue EBITA Margin % Revenue EBITA Margin % Nutritional Solutions US Cheese Total GN 1,008.5 2,621.3 3,629.8 126.2 42.4 168.6 12.5% 1,186.8 1.6% 3,044.4 4.6% 4,231.2 135.0 38.8 173.8 11.4% 1.3% 4.1% Commentary on percentage movements is on a constant currency basis throughout. Nutritional Solutions (NS) $’m Revenue EBITA EBITA margin FY 2023 FY 2022 Change Constant Currency Change 1,008.5 126.2 12.5% -15.0% -14.9% 1,186.8 135.0 -6.2% -6.5% 11.4% +110bps 36 Glanbia plc | Annual Report and Financial Statements 2023 Whey protein isolate #1 Customised premix #2 Who we are Glanbia Nutritionals (“GN”) is a leading innovation and solutions partner to the global food and nutrition industry. GN Nutritional Solutions (“NS”) is a global provider of customised premix solutions, proteins and flavours. GN US Cheese together with our joint venture partner is the leading supplier and marketer of American-style cheddar cheese in the US. What we do GN NS is a global business delivering a broad range of innovative ingredient solutions that improve product functionality and nutritional profile. The business has a deep protein expertise, a scaled position in custom premix solutions and global flavours expertise that enhance global solutions capabilities. Through our innovative ingredient solutions, we proudly solve our customers’ product challenges across the mainstream food and beverage industry, health and fitness industry, and specialised nutrition sector. Our expertise, innovations and custom formulations enable them to outperform their competition. GN’s US Cheese business together with its US joint venture cheese and dairy operations is a leading supplier and marketer of American-style cheddar cheese, used by leading retail brand owners and food service organisations. Financial performance 2023 GN NS revenue decreased by 14.9% in 2023. This was driven by a 3.3% decrease in volume, 9.0% decrease in price and a decrease of 2.6% driven by the net impact of acquisitions and disposals. The volume decline was driven largely by customer supply chain rebalancing in the custom premix solutions business in the first half of the year, which sequentially improved as the year progressed. Volumes in the protein business were positive and underpinned by good demand for protein. The price decline was driven by the decline in dairy market pricing, with positive pricing in the custom premix solutions business. GN NS continues to support customers across a broad range of categories, ultimately seeking to address growing consumer health and wellness trends. While 2023 saw a period of customer inventory rebalancing in the custom premix business, the demand at a consumer level remains fundamentally unchanged. GN NS EBITA was $126.2 million, a 6.2% decline versus prior year, primarily as a result of the volume decline in the first half of 2023. EBITA margins increased by 110 basis points versus prior year to 12.5% as a result of both operating efficiencies and the mathematical impact of lower dairy pricing. Delivering against our strategy GN NS has an ambitious growth strategy leveraging its existing portfolio and market leadership in whey protein isolate and custom premix. NS will continue to make selective complementary acquisitions, which can build on existing platforms as well as expand into adjacent capabilities. NS growth strategy Build on core strength in custom premix solutions The custom premix business continues to perform well and we remain ambitious for growth. Scale extensive protein capability and deep expertise As consumer habits continue to evolve we are leveraging our core expertise to innovate new protein solutions and applications to address market needs. Scale complementary technologies and further M&A As consumers expand their tastes, and brand owners seek to offer increasingly novel and tailored nutrition solutions, NS will seek to identify growth areas in adjacent solutions. Nutritional Solutions Cheese • Strong growth categories • Track record of organic and acquisition growth and strong return on capital employed • Strong market positions across key platforms • Global and regional customers • Deep innovation expertise • Flavour capabilities and solutions • Supply chain leverage • Stable earnings and cash flow and strong return on capital employed • #1supplier of American- style cheddar cheese • Deep customer relationships • Operationally integrated with NS dairy • solutions Innovative scale model – investment through JV model • Trusted joint venture partner for the MWC and SWC joint venture (MWC-Southwest Holdings, LLC) Glanbia plc | Annual Report and Financial Statements 2023 37 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION Operations review continued Glanbia Nutritionals continued C A S E S T U D Y NS investment in Colostrum – enriched nutraceuticals Colostrum is considered a “superfood” due to its excellent nutritional profile and bioactive compounds. It is used and widely accepted in global markets for its immunity, cognitive, and gut health properties, supported by numerous clinical studies. Dairy colostrum is incredibly rich in desirable nutrients like proteins, fats, minerals and immunoglobulins. It is processed and sold in powder form for use in many products. The market for immune and gut health products is robust and Glanbia Nutritionals has strengthened its investment in this space to meet the demand with the 2023 addition of PanTheryx’s B2B colostrum business (under the APS and LaBelle brands), joining the Sterling Technology colostrum business acquired in 2022. C A S E S T U D Y New extrusion line at PacMoore to meet demand Consumers continue to show strong interest in new product formats to address their desire for convenient, great- tasting, healthy snacks. Protein remains the most desired macronutrient for these types of snacks, with extruded protein snacks and cereals emerging as one of the fastest growing categories. The 2022 acquisition of PacMoore aligned with Glanbia Nutritionals’ healthy snacking expansion strategy gave Glanbia a unique position in the marketplace by vertically integrating its dairy and plant-based protein expertise with PacMoore’s extrusion expertise to deliver a complete protein snacking solution to its customers. Glanbia’s range of extruded protein crisps for inclusions and larger protein bites, loops, and curls for standalone cereals and snacks is unparalleled in the market. To manage the accelerating growth opportunity, Glanbia Nutritionals invested in a second extrusion line at its PM facility in Mooreseville, Indiana, USA that went live in Q4 2023. This line includes the latest extrusion technology and increases Glanbia’s extrusion capacity to meet the growing demand in the category. The addition of a second extrusion line will strengthen Glanbia Nutritionals’ leading position in protein-based extruded solutions. 38 Glanbia plc | Annual Report and Financial Statements 2023 Driving further innovation GN continues to invest in its innovation capabilities across the organisation. Our innovation hub situated near our global headquarters in Kilkenny, Ireland, works closely with customers, product management, sales, and operations teams to ensure we are focused our customers’ innovation needs. The state-of-the-art technology and equipment at the Kilkenny research facility supports the development and creation of ingredient solutions for bars, snacks, beverages, baked goods and more for the European food and drink industry. The innovation hub also facilitates customer interactions and meetings, supporting a rapid development process and delivering efficient prototyping and ultimately offering a swift route to market for brands creating new products. The new research facility also helps deliver a competitive advantage to our customers in launching new products, aligned with market trends and consumer demand. We have also invested in our Singapore innovation centre and satellite R&D in China, with plans for a Japanese innovation centre to serve the Aspac region. Building out our R&D centres is a fundamental element of GN’s global investment strategy. US Cheese Our combined US Cheese business including our US JV cheese and dairy operations make us the #1 supplier and marketer of American-style cheddar cheese. US Cheese revenue declined by 13.9% in 2023. This was driven by a 0.7% increase in volume and a 14.6% decline in price, with the pricing decline aligned to the lower year-on-year cheese market pricing. US Cheese EBITA increased by 9.6% to $42.4 million as a result of strong operating efficiencies and some procurement benefits. US Cheese operates a pass-through pricing model which broadly protects earnings from changes in market pricing. US Cheese $’m Revenue EBITA EBITA margin 2023 2022 Reported Change Constant currency Change 2,621.3 42.4 1.6% 3,044.4 38.8 1.3% +30bps (13.9)% (13.9)% +9.3% +9.6% Joint Ventures Focused on MWC-Southwest Holdings The Group’s share of joint ventures’ profit after tax pre- exceptional items decreased by $3.8 million to $12.5 million, largely driven by the sale of its shareholdings in the Glanbia Cheese Limited and Glanbia Cheese EU Limited (collectively “Glanbia Cheese”) joint ventures on 28 April 2023. On completion, the Group received initial proceeds of €178.9 million, which included repayment of shareholder loans. The memorandum of understanding for the sale was signed on 14 February 2023 and the Group ceased to apply the equity method of accounting for its interest in these joint ventures from this date. Joint Ventures (Glanbia share) $’m – pre-exceptionals 2023 2022 Change Share of joint ventures’ profit after tax – continuing operations 12.5 16.3 (3.8) Total 12.5 16.3 (3.8) High Protein Cheddar MWC – JV operation Our health and wellness cheese platform provides cheeses that deliver increased health benefits to an already healthy snack. Key innovations include varieties such as higher-protein cheddar, probiotic cheddar and Vitamin D fortified cheeses. MWC is one of the two plants within the MWC- Southwest joint venture. Located in St. Johns, Michigan, it was commissioned in 2020 and processes 2.9 billion pounds of milk each year producing in excess of 330 million pounds of superior block cheese and 21 million pounds of value-added whey protein powders. Glanbia plc | Annual Report and Financial Statements 2023 39 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONChief Financial Officer’s review A year of strong earnings growth delivers a record performance Mark Garvey Chief Financial Officer “A combination of pricing actions, operational efficiencies and portfolio evolution allowed the Group to successfully navigate volatile market conditions and deliver another year of record earnings – the highest in the history of the Group.” 40 Glanbia plc | Annual Report and Financial Statements 2023 Adjusted EPS – continuing operations ($) 131.37 cent (2022: 109.57 cent) +19.9% reported currency +20.5% constant currency EBITA (pre-exceptional) $424.0m (2022: $365.7m) +15.9% reported currency +16.4% constant currency OCF conversion 90.4% (2022: 85.7%) OCF as % of EBITDA ROCE – continuing operations 12.2% (2022: 10.7%) +150bps Dividend payout ratio 29.2% (2022: 31.0%) Dividend per share as a % of adjusted EPS (continuing and discontinued) Profit after tax – continuing operations $347.7m (2022: $210.3m) +65.3% reported currency +66.7% constant currency Basic EPS – continuing operations ($) 130.41 cent (2022: 76.55 cent) +70.4% reported currency +71.7% constant currency Following a very strong performance in 2022, positive momentum continued into 2023 with another record year of earnings, the highest in the history of the Group. A combination of pricing actions, operational efficiencies and portfolio evolution enabled the Group to successfully navigate volatile market conditions, delivering this performance above the upper end of market guidance, while continuing to evolve the Group’s strategic agenda. Revenues decreased by 8.7% (constant and reported currency) to $5.4 billion with EBITA (before exceptional gains) of $424.0 million achieved, representing an increase of 16.4% constant currency (reported 15.9%) over prior year. The Group reported adjusted EPS of 131.37 cent (all continuing operations), an increase of 20.5% constant currency (reported 19.9%) on prior year. Basic EPS from continuing operations of 130.41 cent was achieved (2022: 76.55 cent), an increase of 71.7% constant currency (+70.4% reported). The Group’s portfolio continued to evolve, completing the sale of the Group’s holding in the Glanbia Cheese joint ventures to our joint venture partner, Leprino Foods, in April 2023. The Group also completed the exit of the Aseptic Solutions business, a small US based bottling facility, concluding a process that commenced in 2022. During quarter four, the B2B bioactive ingredients business of PanTheryx was acquired, further adding to the capacity and capabilities of the Group. 2023 also marked the transition of presentation currency of the Group from euro to US dollar, better reflecting the Group’s core markets in light of recent portfolio changes. The change in presentation currency reduces the impact of foreign exchange volatility as the Group generates the majority of its revenues and earnings, and has significant assets and liabilities denominated in dollars. Operating cash flow (“OCF”) was strong at $445.9 million converting 90.4% of EBITDA into OCF, against a target of 80% conversion. Free cash flow (“FCF”) for the year was $389.8 million. Banking facilities were refinanced in late 2022, extending the maturity of all near term Group facilities, with the earliest becoming due for repayment in December 2027. When combined with the Group’s ability to generate cash, this positions the Group well with the capacity to finance future investments and progress the strategic growth agenda. Return on Capital Employed (“ROCE”) from continuing operations increased by 150 basis points to 12.2% (2022: 10.7%), with the consistent delivery of profits as the Group reshapes and simplifies the portfolio, invests in profitable growth and continues to drive margin improvement and strong operating returns. Share buyback activity continued during 2023, returning €100 million to shareholders in the year. With confidence in the strong cash generation abilities of the organisation, further buyback programmes will be considered in 2024 as an effective mechanism to return value to shareholders, with an additional buyback recently announced. In addition, the Board is recommending a final dividend of 21.21 euro cent per share representing a dividend payout of 29.2% of adjusted Earnings Per Share in respect of 2023. Finally, the Group continued to progress the ESG agenda during 2023 including the effective management of the evolving regulatory environment globally. I was delighted to join the ESG Committee in December 2023 and look forward to supporting the organisation in delivering against our objectives in the future. Looking ahead In 2022, the Group’s three year ambitions (starting in 2023) were outlined and after the first year, these ambitions remain firmly on track. Management are confident that the strong performance in 2023, coupled with a clear strategic direction, positions the Group well to navigate a volatile environment, including rising geopolitical tensions, the indirect impact of inflation and global supply chain disruption, to further enable growth. This growth journey will continue to be a blend of organic and M&A activity as a strong financial position will enable the Group to capitalise on these opportunities as they arise. From 2024, the Group is adopting new commercial terms associated with its US joint venture operations, changing the recognition and presentation of revenues and cost of sales, without any material impact on profits. In addition, the Group will move to presentation of Earnings Before Interest, Tax, Depreciation and Amortisation (“EBITDA”). These presentational changes will continue the Group’s ambition to simplify reporting to be more in line with its peers. 2023 Income Statement review Revenue and EBITA Revenue and EBITA are key performance indicators (“KPIs”) for the Group. In particular the Group focuses on revenue, volumes and EBITA margins to assess underlying performance. Details of these KPIs are set out below. $’m Revenue GPN GN 2023 2022 Change Constant Currency Change 1,795.6 3,629.8 1,712.5 4,231.2 4.9% (14.2%) 4.8% (14.2%) Total Revenue 5,425.4 5,943.7 (8.7%) (8.7%) EBITA (pre-exceptional) GPN GN 255.4 168.6 Total EBITA 424.0 191.9 173.8 365.7 33.1% (3.0%) 15.9% 33.7% (2.7%) 16.4% EBITA margin (pre-exceptional) GPN GN 14.2% 4.6% 11.2% +300bps +50bps 4.1% Total EBITA margin 7.8% 6.2% +160bps Revenue Revenue decreased in 2023 by 8.7% versus prior year (constant and reported currency basis) to $5.4 billion. Like-for-like (“LFL”) wholly-owned revenue decreased by 8.2%, driven by volume and pricing declines of 0.5% and 7.7% respectively. Detailed analysis of revenue is set out below. Glanbia Performance Nutrition $1,712.5m 0.9m $1,713.4m (0.6%) 5.4% $1,795.6m $2,000m $1,600m $1,300m $1,000m $600m $300m $0m FY22 FX FY22 CC Volume Price FY23 Glanbia plc | Annual Report and Financial Statements 2023 41 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION Chief Financial Officer’s review continued (2.6%) $1,008.5m $’m – pre-exceptional 2023 2022 Change Share of profits of joint ventures 12.5 16.3 (3.8) Net finance costs (pre-exceptional) $’m Finance income Finance costs Net finance costs 2023 9.8 (22.1) (12.3) 2022 Change 1.9 (23.7) (21.8) 7.9 1.6 9.5 Net finance costs (pre-exceptional) decreased by $9.5 million to $12.3 million (2022: $21.8 million). The decrease was primarily driven by a reduction in the Group’s average net financial indebtedness during 2023 compared to 2022, as well as strong returns on gross cash balances as variable interest rates rose in the period. The Group’s average interest rate was 2.0% (2022: 2.3%). Glanbia operates a policy of fixing a significant amount of its interest exposure, with 95% of projected 2024 debt currently contracted at fixed rates. Share of results of joint ventures (all continuing operations) The Group’s share of results of joint ventures is stated after tax and before exceptional items. The Group’s share of joint venture profits from continuing operations decreased by $3.8 million to $12.5 million (2022: $16.3 million), primarily as a result of disposals in the year (see below), somewhat offset by an improvement in the performance of the retained US joint venture operations. Following the agreement reached to sell the Group’s share of its investments in the Glanbia Cheese UK and Glanbia Cheese EU joint venture operations on 14 February 2023, equity accounting ceased to apply from this date and the investments were considered held-for-sale. This sales transaction was completed on 28 April 2023. Income taxes Exceptional tax credit 2023 44.7 1.8 2022 Change 27.1 6.0 17.6 (4.2) Income taxes (pre-exceptional) Effective tax rate 46.5 14.0% 33.1 13.4 12.5% +150bps The 2023 pre-exceptional tax charge increased by $13.4 million to $46.5 million (2022: $33.1 million). This represents an effective tax rate, excluding joint ventures, of 14.0% (2022: 12.5%). The tax credit related to exceptional items is $1.8 million (2022: credit of $6.0 million). The Group currently expects that its effective tax rate for 2024 will increase as a result of global tax legislation changes in the jurisdictions in which the Group operates. Glanbia Performance Nutrition (“GPN”) recorded a total revenue increase of 4.8% constant currency (4.9% reported) in 2023 versus prior year. LFL branded revenue grew 5.1%, with strong performance across US Sports Nutrition, Healthy Lifestyle and International markets driven by solid underlying consumption trends as well as the successful implementation of price increases to mitigate cost inflation, offset by headwinds in the weight management category. Overall, price increases of 5.4% were achieved, volume declined 0.6%. Glanbia Nutritionals Glanbia Nutritionals (“GN”) revenues declined 14.2% (constant and reported currency) in 2023, driven by volume declines of 0.4%, price decreases of 13.0% and M&A related reductions of 0.8% as the positive impact of recent acquisitions was more than offset by divestment activity. Nutritional Solutions $1,186.8m $1,250m (1.3m) $1,185.5m (3.3%) (9.0%) $1,000m $750m $500m $250m $0m FY22 FX FY22 CC Volume Price Acquisitions FY23 US Cheese $3,044.4m (0.0m) $3,044.4m 0.7% (14.6%) $2,621.3m $3,000m $2,500m $2,000m $1,500m $1,000m $500m $0m Nutritional Solutions (“NS”) volumes decreased by 3.3%, with a decline in premix volumes partially offset by positive dairy volumes. NS pricing declined 9%, primarily due to lower whey markets, partially offset by positive premix pricing. US Cheese volumes were 0.7% higher than prior year, with negative pricing of -14.6% due to market pricing dynamics. EBITA (pre-exceptional) EBITA before exceptional items increased 16.4% constant currency (15.9% reported) to $424.0 million (2022: $365.7 million) with strong EBITA delivery in GPN, with GN marginally down primarily due to supply chain destocking. EBITA margin in FY 2023 was 7.8% compared to 6.2% in 2022, representing an increase of 160 basis points. GPN pre-exceptional EBITA increased by 33.7% constant currency to $255.4 million (2022: $191.9 million), an increase of 33.1% on a reported basis. GPN pre-exceptional EBITA margin at 14.2% for the year was 300 basis points higher than prior year (2022: 11.2%). GN pre-exceptional EBITA declined 2.7% constant currency to $168.6 million (2022: $173.8 million), a decrease of 3.0% on a reported basis. GN pre-exceptional EBITA margin was 4.6%, an increase of 50 basis points from 2022 (2022: 4.1%). 42 Glanbia plc | Annual Report and Financial Statements 2023 FY22 FX FY22 CC Volume Price FY23 $’m Income taxes Exceptional items $’m – continuing operations Net exceptional gain on disposal/exit of operations (note 1) Pension related costs (note 2) Portfolio related reorganisation costs (note 3) Changes in fair value of contingent consideration (note 4) Non-core assets held-for-sale (note 5) Total Share of results of joint ventures (note 2) Exceptional tax credit Exceptional gain/(charge) – continuing 2023 56.3 (2.5) (6.0) - - 47.8 - 1.8 2022 - (1.8) (3.1) 7.1 (46.1) (43.9) 0.2 6.0 operations 49.6 (37.7) $’m – discontinued operations 2023 2022 Exceptional (charge)/gain from discontinued operations (note 6) Total exceptional gain in the year (3.2) 46.4 60.3 22.6 Details of the exceptional items are as follows: 1. Net exceptional gain on disposal/exit of operations primarily relates to the net gains on disposal of the UK and EU Glanbia Cheese joint venture operations and a small US bottling facility (Aseptic Solutions) which was designated as held-for- sale at 31 December 2022 (note 5 below). Both transactions concluded during 2023 and the net gain represents the difference between proceeds received net of costs associated with the divestment and exit of these non-core businesses and the carrying value of the investments. 2. Pension related costs relate to the restructure of legacy defined benefit pension schemes associated with the Group and joint ventures, which included initiating a process for the ultimate buyout and wind up of these schemes and a further simplification of schemes that remain. Costs incurred relate to the estimated cost of the settlement loss as a result of acquiring bulk purchase annuity policies to mirror and offset movements in known liabilities of the schemes (“buy-in” transaction), as well as related advisory and execution costs, net of gains from risk reduction activities. The restructuring effort involved the careful navigation of external market factors, with final wind up of the schemes anticipated in 2024. 3. Portfolio related reorganisation costs relate to indirect one off costs as a result of recent portfolio changes. Following divestment decisions related to non-core businesses, the Group launched a programme to realign Group-wide support functions and optimise structures of the remaining portfolio, to more efficiently support business operations and growth. This strategic multi-year programme continues in 2024. Costs incurred to date relate to advisory fees and people-related costs. 4. Prior year changes in fair value of contingent consideration relate to contingent payments associated with the 2021 LevlUp acquisition that reduced following an assessment of conditions that gave rise to the additional payments. 5. Prior year non-core assets held-for-sale relate to fair value adjustments to reduce the carrying value of certain assets to recoverable value. The assets relate to the Aseptic Solutions business which was successfully divested during 2023 (see note 1 above). 6. Exceptional (charge)/gain from discontinued operations relates to the divestment of Tirlán Limited (formerly known as Glanbia Ireland DAC) (“Tirlán”). The prior year gain represents the initial gain on disposal of the Group’s interest in this entity. The current year charge relates to the crystallisation of certain contingent costs associated with the divestment transaction following the conclusion of negotiations on separation of the common infrastructure of both organisations. Profit after tax $’m 2023 2022 Change Profit after tax – continuing operations 347.7 210.3 137.4 (Loss)/profit after tax – discontinued operations Profit after tax for the year (3.2) 344.5 60.3 270.6 (63.5) 73.9 Profit after tax for the year was $344.5 million compared to $270.6 million in 2022, comprising continuing operations of $347.7 million (2022: $210.3 million) and a loss on discontinued operations of $3.2 million (2022: profit of $60.3 million). Profit after tax from continuing operations comprises pre- exceptional profit of $298.1 million (2022: $248.0 million) and net exceptional gain of $49.6 million (2022: charge of $37.7 million). The $50.1 million increase in pre-exceptional profit after tax from continuing operations is driven by the continued growth in profitability of wholly-owned businesses net of reduced profitability of joint ventures following the disposal of the UK and EU cheese joint venture operations in April 2023. Profit after tax from discontinued operations relates to the divestment of the Group’s interest in Tirlán which completed in April 2022, with further costs associated with the transaction crystallising in 2023. Earnings Per Share 2023 2022 Reported Change Constant Currency Change Basic EPS 129.21c 98.40c 31.3% 31.3% – continuing – discontinued 130.41c (1.20c) 76.55c 21.85c 70.4% (105.5%) 71.7% (105.3%) Adjusted EPS – continuing – discontinued 131.37c 131.37c nil 109.57c 109.57c nil 19.9% 19.9% nil 20.5% 20.5% nil Basic EPS increased by 31.3% reported versus prior year, driven by a year-on-year increase in pre-exceptional profitability and the exceptional one off gains arising on portfolio related adjustments. Adjusted EPS is a KPI of the Group, a key metric guided to the market and a key element of Executive Director and senior management remuneration. Adjusted EPS increased by 20.5% constant currency (19.9% reported) in the year, all from continuing operations. Glanbia plc | Annual Report and Financial Statements 2023 43 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONChief Financial Officer’s review continued Cash flow The principal cash flow KPIs of the Group and Business Units are Operating Cash Flow (“OCF”) and Free Cash Flow (“FCF”). OCF represents EBITDA of the wholly-owned businesses net of business-sustaining capital expenditure and working capital movements, excluding exceptional cash flows. FCF is calculated as the cash flow in the year before the following items: strategic capital expenditure, equity dividends paid, expenditure on share buyback, acquisition spend, proceeds received on disposal, exceptional costs paid, loans/equity invested in joint ventures and foreign exchange movements. These metrics are used to monitor the cash conversion performance of the Group and Business Units and identify available cash for strategic investment. OCF conversion, which is OCF as a percentage of EBITDA is a key element of Executive Director and senior management remuneration. OCF and FCF for the Group are outlined below, with further information included in the glossary on pages 252 to 260. $’m EBITDA pre-exceptional Movement in working capital (pre- exceptional) Business-sustaining capital expenditure Operating cash flow Net interest and tax paid Dividends from joint ventures Payment of lease liabilities Other inflows/(outflows) Free cash flow Strategic capital expenditure Dividends paid to Company shareholders Share buyback (purchase of own shares) Payment for acquisition of businesses/ subsidiaries Exceptional costs paid Proceeds from sale of property, plant and equipment Loans/investment in joint ventures Proceeds on disposal of non-core businesses Net cash flow Exchange translation Cash/(debt) acquired on acquisition Net debt movement Opening net debt Closing net debt 2023 493.4 (25.0) (22.5) 445.9 (51.8) 32.0 (19.9) (16.4) 389.8 (51.7) (97.2) (108.7) (72.2) (13.5) – 67.8 132.0 246.3 (5.5) 0.5 241.3 (490.0) (248.7) 2022 436.8 (42.1) (20.4) 374.3 (85.7) 15.3 (17.4) (3.5) 283.0 (52.1) (88.9) (182.8) (60.3) (22.4) 3.6 (19.2) 339.3 200.2 (8.6) 1.0 192.6 (682.6) (490.0) OCF was $445.9 million in the year (2022: $374.3 million) and represents a strong cash conversion on EBITDA of 90.4% (2022: 85.7%). The OCF conversion target for the year was 80%. The increase in OCF since prior year was due primarily to the increased profitability across the business, combined with a reduced investment in working capital as pricing and inventory volumes returned to more normalised levels following a level of significant inflation and supply chain disruption throughout 2022. FCF was $389.8 million versus $283.0 million in 2022, with the movement since prior year primarily as a result of movements in OCF (as outlined above), as well as reduction in net interest cost and increased dividend returns from joint venture operations. Capital allocated for the benefit of shareholders includes regular dividend payments of $97.2 million (2022: $88.9 million) and the execution of the share buyback programme of €100 million 44 Glanbia plc | Annual Report and Financial Statements 2023 (2022: €173.5 million). The Board continues to review buyback programmes as part of the Group’s capital allocation strategy as they provide an opportunity to allocate capital to the benefit of shareholders. Acquisition spend relates primarily to the acquisition of the B2B bioactive ingredients business of PanTheryx, for an initial consideration of $45.1 million and the final contingent payment in respect of the 2022 Sterling Technology acquisition of $26.8 million. Divestment proceeds relate primarily to the disposal of the Group’s interests in Glanbia Cheese UK and EU joint ventures in April 2023. Loans to/equity in joint ventures during 2023 includes the full repayment of outstanding loans to Glanbia Cheese EU, in advance of completing the disposal of the UK and EU cheese businesses in April 2023. Group financing Financing Key Performance Indicators 2023 2022 Net debt ($’m) Net debt: adjusted EBITDA Adjusted EBIT: adjusted net finance cost 248.7 0.5 times 490.0 1.13 times 38.1 times 17.0 times The Group’s financial position continues to be strong. At year- end 2023, net debt was $248.7 million (2022: $490.0 million), a decrease of $241.3 million from prior year and the Group had committed debt facilities of $1.3 billion (2022: $1.3 billion) with a weighted average maturity of 4.7 years (2022: 5.8 years). Glanbia’s ability to generate cash, as well as available debt facilities ensures the Group has considerable capacity to finance future investments. Net debt to adjusted EBITDA was 0.5 times (2022: 1.13 times) and interest cover was 38.1 times (2022: 17.0 times), both metrics remaining well within financing covenants. Use of capital Capital expenditure Cash outflow relating to capital expenditure in the year amounted to $74.2 million (2022: $72.5 million), including $22.5 million of business-sustaining capital expenditure and $51.7 million of strategic capital expenditure. Key strategic projects completed in 2023 include ongoing capacity enhancement, business integrations and IT investments to drive further efficiencies in operations. Investments in Joint Ventures During 2023, a further $3.5 million was advanced to the Glanbia Cheese EU operations which were subsequently divested along with the Glanbia Cheese UK operations. In advance of the divestment of UK and EU joint venture operations, which completed in April 2023, outstanding loans of $71.3 million were repaid in full. Return on Capital Employed Return on Capital Employed: – continuing operations – discontinued operations 2023 12.2% 12.2% – 2022 Change 10.7% +150bps 10.7% +150bps – – ROCE increased in 2023 by 150 basis points to 12.2%. This increase was primarily due to the continued growth in profitability of the wholly-owned business, as well as the successful execution of strategy through pricing and efficiency improvements to improve margin and drive sustainable long term returns. Acquisitions remain a key part of the growth strategy of the Group with investments assessed against a target benchmark of 12% return after tax by the end of year three. Annual impairment testing The Group monitors the performance of acquisitions on an ongoing basis and completes annual impairment reviews in respect of goodwill and intangible assets. No impairments were identified from the 2023 review, nor did sensitivity analysis identify any scenarios where a reasonably possible change in assumptions would result in an impairment charge. Full details of the annual impairment reviews are set out in Note 16 of the financial statements. For the purposes of impairment testing, assets are grouped at the lowest level for which there are separately identifiable cash inflows, in Cash Generating Units (“CGUs”), and these CGUs are kept under review to ensure that they reflect any changes to the interdependencies of cash flows within the Group. Dividends The Board is recommending a final dividend of 21.21 €cent per share which brings the total dividend for the year to 35.43 €cent per share, a 10% increase on the prior year. This total dividend represents a return of €93.9 million to shareholders from 2023 earnings and a payout ratio of 29.2% of 2023 adjusted Earnings Per Share which is in line with the Board’s target dividend payout ratio of 25% to 35%. The final dividend will be paid on 3 May 2024 to shareholders on the share register on 22 March 2024. Total Shareholder Returns Total Shareholder Return (“TSR”) for Glanbia in 2023 was 28.04%. The STOXX Europe 600 Food & Beverage Index (F&B Index), a benchmark for the Group, decreased by 0.73% in 2023. The three- year period 2021 to 2023 Glanbia TSR was +54.16% versus the F&B Index which increased by 8.03%. The five-year Glanbia TSR to 2023 was +2.28% versus the F&B Index of +31.79%. Glanbia’s share price at the end of the financial year was €14.91 compared to €11.92 at the 2022 year-end, representing an increase of 25.1%. Impact of new and amended accounting standards Adoption of new standards and amendments to existing standards during the year did not have a material impact on the Group. Pension The Group’s net pension position under IAS 19 (revised) ‘Employee Benefits’, before deferred tax, improved by $5.5 million since 2022, resulting in a net pension asset of $7.2 million at 30 December 2023 (2022: asset of $1.7 million). The defined benefit pension position is calculated by discounting the estimated future cash outflows using appropriate corporate bond rates. During 2023, the Company progressed the restructuring of UK pension schemes successfully completing the “buy-out” of two legacy schemes and further reducing the Group’s exposure to liabilities on these schemes. It is anticipated that these UK schemes will ultimately be wound up in 2024. Foreign exchange Glanbia generates the majority of its earnings in US dollar currency and has significant assets and liabilities denominated in US dollars. As a result, from 2023 Glanbia changed the currency in which it presents its financial results from euro to US dollar to reduce (but not eliminate) the impact to reported numbers arising from currency movements year-on-year and on retranslation of non-monetary assets and liabilities in the preparation of the consolidated financial statements. Commentary continues to be provided on a constant currency basis to provide a better reflection of the underlying operating results in the year, removing the translational currency impact. To arrive at the constant currency change, the average foreign exchange rate for the current period is applied to the relevant reported result from the same period in the prior year. Key non- US dollar currencies for the Group over the period were euro and pound sterling, for which average and year-end rates were as follows: Average Year-end 2023 2022 2023 2022 1 US dollar converted to euro 0.9247 0.9493 0.9050 0.9376 1 US dollar converted to pound sterling 0.8043 0.8095 0.7865 0.8315 Investor relations Glanbia has a proactive approach to shareholder engagement with the Annual General Meeting (“AGM”) being a key event annually. In 2023, an in person AGM was held on 4 May at the Lyrath Hotel in Kilkenny, Ireland. All details relating to the AGM were published on the Company’s website: www.glanbia.com/ agm. The Group Chairman consulted directly with a number of shareholders during the year. In addition, the Chair of the Remuneration Committee consulted with shareholders on the Company’s Remuneration Policy. Feedback from these engagements was shared with and discussed with the Board. In 2023, Glanbia attended 11 international equities investor conferences. In May 2023, the Group held an analyst event in London, UK, providing a deep dive on the GPN business, its strategy and key growth drivers. In addition to full year and half year results, Glanbia publishes interim management statements after the first and third quarters to provide investors with a regular update on performance and expectations throughout the year. All releases, reports and presentations are made available immediately on publication on the Group’s investor relations website. Annual General Meeting (AGM) Glanbia plc’s AGM will be held on Wednesday, 1 May 2024, at 11.00 a.m. in the Newpark Hotel, Kilkenny, R95 KP63, Ireland. Mark Garvey Chief Financial Officer Glanbia plc | Annual Report and Financial Statements 2023 45 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION Delivering Impact Together with our stakeholders, we’re working to support a resilient food system and find solutions to the world’s most urgent environmental challenges. Our sustainability strategy focuses on our people, our planet and our performance. We recognise that food systems are deeply connected to the planet’s resources, and companies like ours play a critical role in protecting the environment. Discover more on pages 48-71 46 Glanbia plc | Annual Report and Financial Statements 2023 People At Glanbia we want to empower all our people to perform at their best, realise and expand their potential and build fulfilling careers. Discover more on pages 28-31 Performance Working together with our stakeholders and focusing on areas with the highest impact, we strive to help protect the environment for generations to come. Discover more on page 71 Planet When it comes to climate change, we have strict environmental targets related to climate, water, packaging and waste. Discover more on page 55-60 Glanbia plc | Annual Report and Financial Statements 2023 47 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONSustainability Better Nutrition, Better World Section highlights: Our 2023 GHG footprint in Scope 1 and 2 decreased by 15.9% compared to 2022 Invested in an extensive Scope 3 project designed to deliver a dairy decarbonisation roadmap Achieved a 3.44% decrease in absolute freshwater withdrawal and reduced freshwater use intensity by 6% versus 2021 base year Global packaging recyclability weights increased from 62% in 2022 to 76% in 2023 “We recognise that food systems are deeply connected to the planet’s resources, and companies like ours play a critical role in protecting the environment.” Hugh McGuire CEO Glanbia 48 Glanbia plc | Annual Report and Financial Statements 2023 At Glanbia, we deliver better nutrition for every step of life’s journey. Each decision we make and action we take is rooted in respect: respect for people in communities near and far, respect for the planet, respect for business ethics and for performance. Our purpose and products have real meaning and impact in a world where lifestyle diseases are the number one killer worldwide, and where better diets and active lifestyles are the most important preventative measures. Better Nutrition is at the core of what we do. In Glanbia Performance Nutrition (“GPN”) our products support consumers directly, and in Glanbia Nutritionals (“GN”) our functional ingredients and solutions support the wider food industry and customer base. Delivering Better Nutrition is our purpose. Our Environmental, Social and Governance (“ESG”) focus is about how we bring that to life. It is about delivering better nutrition responsibly. Driving action to achieve our sustainability targets Guided by our materiality assessments on where to prioritise, we have developed a robust and ambitious approach to our ESG strategy. This strategy sets out our targets and actions focused on our People, Planet and Performance. We advance with intent and contribute to the delivery of global goals, such as the United Nations Sustainable Development Goals (“SDGs”) and the Paris Agreement. Supported by expert external advisors and aligned to the SDGs, we have taken a rigorous approach to measuring our impacts through data, baselining, and risk assessments, setting a clear strategy and aligning to science-based targets. We recognise the importance of transparent and consistent reporting to ensure our stakeholders are informed and to provide accountability for progress made against our stated commitments. This section of our Annual Report outlines our performance for 2023, which includes our annual Taskforce for Climate-related Financial Disclosure (“TCFD”) disclosures. For more information, see pages 64-70. Our Annual Report is complemented by a separate Sustainability Report aligned with the Global Reporting Initiative (“GRI”) standards and the Carbon Disclosure Project (“CDP”) disclosures, providing further detail on our performance to date. Awareness and support for the delivery of our ESG agenda is driven by the Board and cascades through the Group. We have linked our ambition to remuneration. Senior management long-term incentives are directly linked to the achievement of our environmental sustainability goals (see page 141-145 for more detail), while actions on our social agenda are reflected in senior management short- term incentives, see page 137. We strive to ensure our overall ESG ambition and commitments are integrated into our strategic planning and risk management oversight. As part of the Group Risk Management Framework, we ensure ESG risks are identified, evaluated and assessed. Where deemed material, such risks are monitored and reported upon, with the appropriate mitigating actions feeding into our strategy and operational response. During 2023, in recognition of the EU Corporate Sustainability Reporting Directive and associated mandatory European Sustainability Reporting Standards coming into effect over the coming years, a number of steps have been undertaken to ensure our readiness, including the establishment of a dedicated ESG Reporting and Systems Steering Committee to oversee our implementation plan, which comprises of a multi-discipline senior leadership group reflecting the wide-reaching nature of these standards. We have made good progress against our stated targets across our environmental pillars, refer to pages 55-60. In 2024 we will continue to drive performance with delivery of our Scope 3 decarbonisation plan a key focus area. Food safety and quality is a non- negotiable for us as a Group, refer to page 62 for details of our performance highlights during 2023. We are proud of the advancements made to support and protect our people, see pages 28-31 within the People section of this report, for details on the progress made against our stated Diversity, Equity and Inclusion (“DE&I”) ambition and page 30 for a review of the 2023 Group Health and Safety programme and results. People. Planet. Performance. Guided by our materiality assessment our ambition and strategy is focused around our most material ESG impacts. We recognise the global impact our corporate actions have on the environment and society, and have mapped the SDGs that we are addressing as part of our ESG framework. People including our Society Planet Performance • Employee engagement and development • Employee health, safety and wellbeing • Diversity, equity and inclusion • Responsible sourcing • Food safety and quality • Nutrition Discover more on page 28-31, 61-63 • Climate change • Water • Waste • Sustainable products and packaging • Biodiversity • Economic contribution • Business ethics • Risk management • Transparency and reporting Discover more on page 54-60 Discover more on page 71 Refer to pages 50-51 for details on our stakeholder engagement process and outcomes, pages 52-53 for further details on how Glanbia considers SDGs in the way we operate and page 54 on the process undertaken to identify our most material ESG topics. Glanbia plc | Annual Report and Financial Statements 2023 49 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONSustainability continued Sustainability continued Showing respect for all our stakeholders Key Stakeholder engagement in 2023 One of Glanbia’s core values is ‘Showing Respect’. Valuing all our people, our producers and our communities is at our core and builds a better business. To support this core value Glanbia aims to create trusted relationships through effective engagement and to understand the needs of all our stakeholders. The Board is aware that the Group’s actions and decisions impact all our stakeholders, and it ensures that there is regular dialogue taking place with stakeholders, which is carried out by those most relevant to the stakeholder group or issue, and discussed appropriately in the boardroom. Stakeholder group – why we engage Key topics How we engage Outcomes Employees Regular and ongoing engagement with our employees is leadership and key to attracting, developing and retaining a talented, education dedicated and motivated workforce which ensures the successful delivery of our strategy and achievement of our purpose. • Group strategic agenda/ priorities • Safety and support at work • Smart (flexible) working • Diverse and inclusive workplaces • Career development • Reward framework • Implemented multi-year • Connection to the Board Employee attraction, retention and engagement ‘Grow@Glanbia’ programme, using through a dedicated Workforce Engagement technology to enable Director (Group personalised employee Chairman) Our approach keeps us connected with our people. It helps attract, develop, retain and motivate our workforce, sustaining our competitive advantage and long- term success. It provides key insights into the effectiveness of employee-related programmes and key focus areas. It also helps us strengthen our approach to • Employee Resource diversity, equity and inclusion across our businesses. • Employee engagement score of 72 points (up 1 point since 2022). • Employee survey scores increased across all Business Units on our key focus areas of wellbeing and communication. Customers and consumers Strong engagement with our customers and consumers enables us to operate a customer-centric business model our consumers and and act as our customers’ most valued partner, creating a customers world of sustainable nutrition. Local communities By fostering strong relationships with the communities in which we operate, we can help support livelihoods and create a better society while protecting the environment. Shareholders Active engagement with our shareholders ensures they are aware of the Group’s business environment, strategy, performance and sustainability commitments. The views of our shareholders help to inform the strategic decision making of the Board. Insights on consumer trends • • Stable supply of high-quality products and ingredients • Food safety & quality • Sustainable food with a lower environmental footprint, produced in a responsible way • Economic development of the communities in which we operate • ESG impact on local communities • Strategic agenda/priorities • Governance performance • Portfolio evolution through organic growth, acquisitions and divestments • ESG agenda and priorities • Responsible sourcing and use of • Supplier surveys and • Membership of industry Partnering with our suppliers to make sustained positive impact in Suppliers and business partners By partnering and engaging with our suppliers, and our value chain establishing trusted business partnerships within our value partners our value chain chain, we enable them to meet our high standards in food partners safety and quality, business ethics, labour, human rights and the environment. Government and non-governmental organisations (NGOs) Through active engagement with governments and NGOs we can share valuable insights gained as a global nutrition company on the strategic issues facing our industry, while increasing our understanding of wider issues, enabling us to add value to relevant policy and regulatory debates and support industry initiatives. raw materials • Long-term, sustainable partnerships • Positive environmental and social impact • Ethical business conduct • Regulation across all business activities • Reliable and complete corporate reporting • Contribution to local economy and communities • Climate change and environmental preservation • Responsible sourcing • Human rights, diversity, equity and inclusion See more information see pages 94-95 50 Glanbia plc | Annual Report and Financial Statements 2023 Read more Pages 28-29 Pages 32-39 development and engagement Groups • Ongoing engagement • ‘Speak Up’ and through one-to-one Whistleblowing meetings, team meetings procedures and town halls • Monitoring of actions to • Engagement and regular address topics raised by pulse surveys employees • ESG impact materiality assessment development – key packaging account managers, R&D • Customer surveys insights and brand teams • GPN sports nutrition • Company websites and school social media • ESG impact materiality • Formal market research assessment • Exhibitions • Customer relationship • Product information on Engaging with our consumers means we enable them to achieve their lifestyle and nutrition goals. We bring strong market insights and secure supply quality to our customers • The ON brand is one of the world’s most awarded, most reviewed and most nominated sport nutrition brands by consumers. • ON is now a $1bn brand consistently recording strong Net Promotor Scores. • Gold Standard Whey tub certified “Widely Recycled” by How2Recycle. • GN is the ingredients partner of choice to some of the world’s leading brands. • Supporting customer ESG ambition through the provision of transparent, product specific data sharing. • GPN sports nutrition • Ongoing dialogue and Strong and positive community relationships school funding of community Engaging with our local communities during 2023 ensured that we increased our Pages 63,95 • Employee volunteering programme and charitable organisations areas for value creation. understanding of their needs and priorities, addressed any concerns and identified • ESG impact materiality assessment • Capital Markets Day • One-to-one meetings Trust and engagement from the investor community Page 94 • Investor meetings and and calls conferences • Climate Disclosure • Regular externally Project climate change published performance and water reporting and strategy updates • Key investor rating • Perception survey assessments • Annual general meeting • ESG impact materiality Engagement with investors helps us to understand their expectations of our strategic agenda, risk management, financial and ESG performance. During 2023, investor focus continued around the Group’s strategic direction, performance, emissions reduction and employee engagement. assessment associations expert panels assessment • Contractual meetings • Membership in industry • Information requests • ESG impact materiality We engage with suppliers to develop a responsible and sustainable supply chain needed to deliver innovative and sustainable products. During 2023, we specifically engaged with our suppliers to drive improvements across our sustainability priority the value chain areas. audits • Tenders • E-tendering platforms • Assessment and due diligence Pages 56,61,95 • Industry associations • One-to-one meetings • Briefings and direct • Participation in events meetings • ESG impact materiality • Multistakeholder forums assessment Engagement with Government and NGOs Page 95 Our engagement with local and national regulators, governments and industry associations, ensures that we contribute to issues relevant to our activities, improve our sustainability performance and compliance and progress projects for the • Participating in relevant calls for information enhancement of society. Through our memberships and partnerships with NGOs we continue to be involved in developing industry best practices across a range of established sustainability topics and collaborating on integrated solutions across the value chain. • Group strategic agenda/ priorities • Safety and support at work • Smart (flexible) working • Diverse and inclusive workplaces Employees Regular and ongoing engagement with our employees is leadership and key to attracting, developing and retaining a talented, education • Career development • Reward framework dedicated and motivated workforce which ensures the successful delivery of our strategy and achievement of our purpose. Customers and consumers Strong engagement with our customers and consumers our consumers and enables us to operate a customer-centric business model and act as our customers’ most valued partner, creating a customers world of sustainable nutrition. Local communities By fostering strong relationships with the communities in which we operate, we can help support livelihoods and create a better society while protecting the environment. Shareholders Active engagement with our shareholders ensures they are aware of the Group’s business environment, strategy, performance and sustainability commitments. The views of our shareholders help to inform the strategic decision making of the Board. Suppliers and business partners By partnering and engaging with our suppliers, and our value chain partners establishing trusted business partnerships within our value our value chain chain, we enable them to meet our high standards in food partners safety and quality, business ethics, labour, human rights and the environment. • Insights on consumer trends • Stable supply of high-quality products and ingredients • Food safety & quality • Sustainable food with a lower environmental footprint, produced in a responsible way • Economic development of the communities in which we operate • ESG impact on local communities • Strategic agenda/priorities • Governance performance • Portfolio evolution through organic growth, acquisitions and divestments • ESG agenda and priorities • Responsible sourcing and use of raw materials • Long-term, sustainable • Positive environmental and partnerships social impact • Ethical business conduct Government and non-governmental organisations (NGOs) Through active engagement with governments and NGOs we can share valuable insights gained as a global nutrition company on the strategic issues facing our industry, while increasing our understanding of wider issues, enabling us to add value to relevant policy and regulatory debates and and inclusion support industry initiatives. • Regulation across all business activities • Reliable and complete corporate reporting • Contribution to local economy and communities • Climate change and environmental preservation • Responsible sourcing • Human rights, diversity, equity Stakeholder group – why we engage Key topics How we engage Outcomes • Implemented multi-year ‘Grow@Glanbia’ programme, using technology to enable personalised employee development and engagement • Ongoing engagement through one-to-one meetings, team meetings and town halls • Engagement and regular pulse surveys • Connection to the Board through a dedicated Workforce Engagement Director (Group Chairman) • Employee Resource • Groups ‘Speak Up’ and Whistleblowing procedures • Monitoring of actions to address topics raised by employees • ESG impact materiality assessment • Customer relationship development – key account managers, R&D insights and brand teams • Product information on packaging • Customer surveys • GPN sports nutrition • Company websites and school social media • ESG impact materiality • Formal market research • Exhibitions assessment • GPN sports nutrition school • Employee volunteering programme • Ongoing dialogue and funding of community and charitable organisations • ESG impact materiality assessment • Capital Markets Day • Investor meetings and conferences • Regular externally published performance and strategy updates • Perception survey • Annual general meeting • One-to-one meetings and calls • Climate Disclosure Project climate change and water reporting • Key investor rating assessments • ESG impact materiality assessment • Supplier surveys and • Membership of industry audits • Contractual meetings • Tenders • Information requests • E-tendering platforms • Assessment and due diligence associations • Membership in industry expert panels • ESG impact materiality assessment Read more Pages 28-29 Employee attraction, retention and engagement Our approach keeps us connected with our people. It helps attract, develop, retain and motivate our workforce, sustaining our competitive advantage and long- term success. It provides key insights into the effectiveness of employee-related programmes and key focus areas. It also helps us strengthen our approach to diversity, equity and inclusion across our businesses. • Employee engagement score of 72 points (up 1 point since 2022). • Employee survey scores increased across all Business Units on our key focus areas of wellbeing and communication. Engaging with our consumers means we enable them to achieve their lifestyle and nutrition goals. We bring strong market insights and secure supply quality to our customers • The ON brand is one of the world’s most awarded, most reviewed and most Pages 32-39 nominated sport nutrition brands by consumers. • ON is now a $1bn brand consistently recording strong Net Promotor Scores. • Gold Standard Whey tub certified “Widely Recycled” by How2Recycle. • GN is the ingredients partner of choice to some of the world’s leading brands. • Supporting customer ESG ambition through the provision of transparent, product specific data sharing. Strong and positive community relationships Engaging with our local communities during 2023 ensured that we increased our understanding of their needs and priorities, addressed any concerns and identified areas for value creation. Pages 63,95 Trust and engagement from the investor community Engagement with investors helps us to understand their expectations of our strategic agenda, risk management, financial and ESG performance. During 2023, investor focus continued around the Group’s strategic direction, performance, emissions reduction and employee engagement. Page 94 Partnering with our suppliers to make sustained positive impact in the value chain We engage with suppliers to develop a responsible and sustainable supply chain needed to deliver innovative and sustainable products. During 2023, we specifically engaged with our suppliers to drive improvements across our sustainability priority areas. Pages 56,61,95 Industry associations • • Briefings and direct meetings • Multistakeholder forums • Participating in relevant calls for information • One-to-one meetings • Participation in events • ESG impact materiality assessment Engagement with Government and NGOs Our engagement with local and national regulators, governments and industry associations, ensures that we contribute to issues relevant to our activities, improve our sustainability performance and compliance and progress projects for the enhancement of society. Page 95 Through our memberships and partnerships with NGOs we continue to be involved in developing industry best practices across a range of established sustainability topics and collaborating on integrated solutions across the value chain. Glanbia plc | Annual Report and Financial Statements 2023 51 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONSustainability continued Showing respect for all our stakeholders continued Sustainable Development Goals The 17 United Nations Sustainable Development Goals (“SDGs”) are a global call to action to address poverty, injustice, and inequality, while tackling climate change. Our aim is for our business activities to create shared value that is both measurable and makes a recognisable contribution to society. While all 17 SDGs are critical, as part of our sustainability strategy, we have identified six SDGs on which we have the strongest impact through our business actions. These six SDGs and their impact are outlined below. SDG 2: Zero hunger We develop and deliver products with nutritional attributes. We collaborate with organisations to help better meet society’s food challenges. Target area: Glanbia’s approach 2.1 End hunger and ensure access by all people Relating to this target from the respect of access to safe, nutritious and sufficient food, we develop cost effective nutrition solutions, which meet the highest food safety quality standards and are driven by our ‘Better Nutrition’ strategy. 2.2 End all forms of malnutrition Our portfolio of ingredient solutions and brands support the creation of nutritious foods, beverages and supplements that address the most common consumer health and lifestyle needs. 2.4 Sustainable food production systems Working with our suppliers, we encourage adoption of sustainable practices that increase resilience, productivity and help maintain ecosystems. Impact examples We recognise the importance of the highest food safety and quality standards with 100% of our manufacturing sites meeting or exceeding internationally recognised third-party audit standards. Our end consumer product portfolio comprises nine brands – Optimum Nutrition (“ON”), BSN, Isopure, Nutramino, SlimFast, think!, Amazing Grass, Body & Fit and LevlUp, which support a range of nutritional and lifestyle needs. Our products are sold in more than 100 countries worldwide. We partner with EcoVadis to risk assess our supplier base and highlight areas of focus from an environmental, social and governance risk perspective. SDG 3: Good health and wellbeing We take a scientific approach to nutrition, meeting nutritional needs across all stages of life and promoting active and healthy lifestyles. Through our brands and products, we positively impact the health and wellbeing of millions of people around the world. Target area: Glanbia’s approach 3.4 Reduce by one-third premature mortality from non-communicable diseases (“NCDs”) We work with our customers through science-based innovation to enhance the nutrition profile of consumer products, we offer a range of branded consumer products that focus on delivering affordable solutions to support lifestyle nutrition and motivations. Impact examples Within GN we have 15 innovation and collaboration centres across Europe, North America and ASPAC. Within Nutritional Solutions, one area of focus has been on functional and nutritional proteins, by building scale in high dairy protein manufacturing through our dairy plant network, investing in deep research in protein chemistry and applications through our innovation and collaboration centres and adding supporting technologies through acquisitions including Sterling Technology and the bioactive ingredients business PanTheryx. SDG 5: Gender equality We continue to advocate against all discrimination including gender inequality. This is achieved through our internal DE&I programmes, ethical business conduct practices, and fostering an inclusive and continuous learning culture. Target area: Glanbia’s approach 5.5 Ensure women’s full and effective participation and equal opportunities for leadership at all levels of decision-making in political, economic and public life Developing a culture of continuous learning, new skills and strong leadership capabilities are core to our people management approach. We recognise the benefit of a balanced and inclusive workforce and have focused on education, training, and recruitment practices in this regard. Impact examples 40% management roles held by women. At year end 46% of Board of Director roles were occupied by women. Establishment of employee resource groups including Glanbia Network Of Women (“NOW”), True Colours (our LGBTQIA+ group) and Mosaic (our multicultural group) to provide a space to address workplace and career-related strategies through education, conversation, networking, mentorship and professional development. 52 Glanbia plc | Annual Report and Financial Statements 2023 SDG 8: Decent work and economic growth We see it as our responsibility to respect human rights both within our company and along our supply chain. That is why we are dedicated to upholding appropriate and fair labour and social standards. We want to drive sustainable economic growth through progressive resource efficiency. Target area: Glanbia’s approach 8.8 Protect labour rights and promote safe and secure working environments for all workers We actively take steps to protect labour rights and promote safe and secure working environments for all workers, with special attention to vulnerable groups. Our Health and Safety management programme is the bedrock to everything we do and is integrated into all our on-site processes. Within our value chain we are committed to implementing effective due diligence measures to mitigate against forced labour, modern slavery, and child labour. Impact examples Glanbia had zero fatalities or critical work related injuries during the year. We are focused on a ‘Zero Harm’ culture centred around employee engagement and action. For example each site has a Site Safety Committee. These committees consist of a cross-functional group within manufacturing sites where participants meet regularly to identify and mitigate risks. All suppliers are subject to Glanbia’s Supplier Code of Conduct, which sets out minimum standards we expect from those who provide us with goods or services including that all employees work within safe and humane conditions with the provision of effective training and personal protective equipment. SDG 12: Responsible consumption and production We use resources efficiently and reduce waste and emissions. We incorporate this approach in our product development and in our manufacturing activities. We support our dairy suppliers to produce their milk sustainably and efficiently. Target area: Glanbia’s approach 12.2 Achieve the sustainable management and efficient use of natural resources Our sustainability strategy is focused on reducing our impacts on the environment and society, through efficient manufacturing processes and partnership with our suppliers. Our targets relating to energy, water, waste and packaging use all support this objective and drives accountability. Impact examples For our overall impacts refer to Sustainability Report – page 55-60, which outlines our stated targets and performance to date for our most material environment impact topics including: climate change; water; waste; and consumer packaging. SDG 13: Climate action We recognise how deeply connected food systems are to the planet’s resources. We have upgraded Scope 1 and 2 emissions reduction targets to meet a 1.5 degrees Celsius temperature pathway and mapped out a decarbonisation plan to meet this ambition by 2030. Target area: Glanbia’s approach 13.2 Integrate climate change measures into national policies, strategies and planning In relation to our internal impact, we have increased our emissions reduction ambition to align with the Paris Agreement with a focus on on-site energy efficiency and procurement of renewable electricity as core components of this strategy. Our Scope 3 approach is focused on partnership and collaboration. Impact examples Reduced Scope 1 and 2 emissions by 9.1% since 2018 baseline, refer to page 55 for further details. Through the funding of third-party engagements, building an economic model which can be adopted by our dairy suppliers to decarbonise their operations which is also commercially viable and stands up to verification, refer to page 56 for further details. Glanbia plc | Annual Report and Financial Statements 2023 53 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONSustainability continued Identifying our material impacts Last year we updated our ESG impact materiality assessment in line with the GRI framework. To determine our material topics, we followed a process based on the standard ‘GRI 3: Material Topics 2021’ which included a defined process for identifying, assessing and prioritising our greatest ESG impacts, with a prescribed stakeholder engagement process applied to each step. During the year, in the context of our preparation for the upcoming mandatory European Sustainability Reporting Standards (“ESRSs”) we prepared a gap assessment between the GRI materiality approach and that prescribed by ESRS 2. The ESRSs require a double materiality approach to be applied, whereby organisations consider both the impact materiality assessment to our stakeholders (as outlined below) and also the potential financial impact of ESG topics on us as an organisation. As part of this gap assessment we held a cross functional senior leadership workshop, where the impact materiality assessment was reviewed and consideration was given to any material changes to our stakeholder groups, our strategy, operations, supplier, customer and investor base. It was concluded there were no material changes to the impact materiality assessment carried out under GRI. As part of this process we refined our impact assessment listing further, whereby we have incorporated the animal welfare topic within business ethics and trusted business partner topics as part of responsible sourcing to reflect the close alignment between these topics. We will perform a review of our materiality assessment to determine if there are any material changes in advance of ESRS reporting. The table below shows the output of our impact assessment review. The list of material topics was reviewed and approved by Glanbia’s Board of Directors. Topic Summary impact Value chain mapping SDG reference Read more 1. Food safety & quality Impact of our food safety and quality systems, ensuring nutritious quality products are produced Operations and Downstream 2 3 12 Page 62 2. Employee health, safety & wellbeing Impact of our health, safety and wellbeing programmes protecting our people in line with industry best practice Operations 3 8 12 Pages 28-31 3. Climate change Impact of global warming as a result of carbon emissions, and the corresponding emission reduction initiatives within our operations and value chain Upstream and Operations 3 12 13 Pages 55-56 4. Water Impact of water use within our value chain and manufacturing sites and related efficiency initiatives Upstream and Operations 12 13 Page 57 5. Responsible sourcing Impact of Glanbia procurement controls and oversight within our value chain Upstream 6. DE&I 7. Waste Impact of DE&I initiatives for Glanbia’s employees Operations Impact of waste generation within our manufacturing sites and related resource efficiency initiatives Operations Page 61 Page 30 Page 58 8 12 5 8 3 8 12 13 8. Sustainable products & packaging Impact of innovative product and packaging design on resource consumption and environmental impact Operations and Downstream 8 12 13 Page 59 9. Biodiversity Impact of direct manufacturing activities and indirect impact through our supply chain on biodiversity and ecosystems Upstream and Operations 12 13 Page 60 10. Economic contributions Impact of Glanbia’s operations on the economy and government through its economic activities and monetary contribution Operations and Downstream 11. Employee engagement & development Impact of employee programmes to support job satisfaction, a healthy working culture and employee development Operations 8 8 Pages 16-25 Pages 28-29 12. Nutrition Impact of our nutritional products and solutions on our consumers and our customers Downstream 3 12 Page 63 13. Business ethics Impact of strong governance and oversight, fair competitive practices, underpinned by our Code of Conduct Operations 8 Page 71 54 Glanbia plc | Annual Report and Financial Statements 2023 Planet Climate – Scope 1 & 2 emissions Target: 50% absolute reduction in operations’ emissions by 2030 vs 2018 baseline 100% renewable electricity procurement by 2028 Our commitment Our GHG emissions reduction targets validated by the Science Based Targets initiative (“SBTi”) encompassed reductions in Scope 1 and 2 emissions under our operational control. In 2022, we realigned our Scope 1 and 2 target to the accelerated 1.5 degrees climate scenario (“1.5DS”) pathway, in accordance with the Paris Agreement. 2023 progress In 2023, Glanbia continued working towards Scope 1 and 2 decarbonisation in accordance with our Board-approved strategy. The company is currently on track to deliver GHG emissions reduction in line with our transition plan thanks to the energy efficiency initiatives and introduction of advanced energy management systems in partnership with EM3 at Glanbia sites in Michigan, New Mexico and Idaho. We also expanded our Renewable Electricity (“RE”) procurement with GN’s New Mexico site and all GPN sites becoming 100% RE since 2023 through purchasing certified Green-e Renewable Energy Certificates (“RECs”). Focus for 2024 In 2024, we will focus on our near-term objective of reducing Scope 1 emissions by 15,000 tonnes by 2025 through various energy efficiency projects. From a Scope 2 perspective, sustainable execution of our RE continues in 2024 to ensure we are on track to meet our target of 100% RE by 2028. Mitigating carbon emissions will continue standing as a central pillar of our corporate environmental strategy. We also place emphasis on evaluating the multifaceted climate- related risks and opportunities, which are comprehensively detailed in Glanbia’s TCFD report (See pages 64-70). 2023 performance results Energy efficiency at our production sites and renewable energy sourcing is critical to address Glanbia’s Scope 1 and 2 emissions. The proportion of renewables in our electricity supply reached 63% in 2023 representing an 19% increase from the preceding year. Glanbia’s 2023 GHG footprint in Scope 1 and 2 decreased by 15.9% compared to 2022 as a result of energy management system deployment and RE procurement. This achievement represented a 9.1% reduction in the Company’s operational emissions versus a 2018 base year, bringing Glanbia on track to meet the 2030 decarbonisation plan aligned with 1.5DS. The 2021-22 spike in GHG emissions, which came from commissioning a new-to-world dairy processing facility in Michigan, was levelled off by the end of 2023. Glanbia Decarbonisation Plan 2030 for Scope 1 and 2, aligned with 1.5 degrees Celsius SBTi target* GHG Emissions in Operational Control, 2018 – 2023* 350,000 300,000 250,000 200,000 150,000 100,000 50,000 0 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 ) e 2 O C t ( s n o s s m E i i Scope 1 Scope 2 Rebaseline 1.5 degrees Celsius 2023 2022 2021 137,217 83,936 11,969 138,897 123,930 13,286 139,943 149,138 13,132 2020 104,802 119,206 15,659 2019 99,538 123,203 11,956 2018 113,864 129,485 10,174 Scope 1, MtCO2e Scope 2, MtCO2e Biogenic Emissions, MtCO2e * GHG emissions adjusted for divestments and projected footprint of the acquisitions contracted by Glanbia with the exception of the acquisition of the bioactive ingredients business of PanTheryx completed in quarter four, 2023. Scope 2 GHG emissions were calculated using the market-based approach, accounting for procured renewable electricity (including RECs), energy providers’ and Green-e® Residual Mix Emissions Rates where appropriate. 2022-2023 site-specific averages were used to estimate energy consumption where factual data was incomplete. Glanbia plc | Annual Report and Financial Statements 2023 55 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION Sustainability continued Climate – Scope 3 dairy emissions Target: 25% reduction in dairy emissions intensity by 2030 Scope 3 project – core elements and key focus areas otprin ti n o F R e p o r ting g Econo Scope 3 project Core elements m i c i m p a c t P r i m a ry data Footprinting • Delivered carbon baseline assessments of 5 representative farms in Idaho. • Tailored decarbonisation road-maps for each farm including financial and environmental impacts. • Aggregated recommendations for wider milk pool. Reporting • Produced a Scope 3 emissions reduction model for SBTi assurance. • Advised on the implications SBTi guidance for forest, land and agriculture sector (“FLAG”) and non-FLAG, supported by a complete value chain model. • Developed a sample size assessment protocol in line with GHG protocol. 1 Carbon insetting is the implementation of practices that reduce an organisation’s carbon footprint outside of its direct operations but within its own supply chain. Our commitment Glanbia’s carbon emissions are woven throughout our entire value chain, signifying that emissions emanate not only from our core operations but also stem from both upstream and downstream activities that collectively contribute to the environmental footprint of our business. Approximately 90% of our emissions can be directly attributed to the dairy production facet of our supply chain, the decarbonisation of which remains our primary focus. In 2023, Glanbia started a new phase of climate target-setting work to develop a plan for aligning with the recently published SBTi Forest, Land and Agriculture (“FLAG”) guidance. This work will result in upgraded targets for Scope 3 that will be presented to the Board and submitted for SBTi validation by the end of 2024. US Dairy production is well placed to deliver low carbon products, with the Innovation Center for US Dairy’s Net Zero Initiative providing a roadmap supported by significant investments in research. The Inflation Reduction Act is incentivising action and supporting technology implementation. For dairy supply this is evidenced by the US Department of Agriculture programmes in recent years and, in particular, the Regional Conservation Partnership Program (“RCPP”) in 2023 where Glanbia is participating in a supply chain project aimed at reducing on-farm emissions in Idaho. 2023 progress In 2023, working with industry experts, we invested in an extensive Scope 3 project. This was designed to deliver a dairy decarbonisation roadmap based on the identification of commercially viable interventions and revenue streams. In the context of a rapid evolution of farm emissions reduction technologies, incentives, carbon market credits and finance opportunities, to ensure dairy farmers are presented with the clearest analysis on the options and cost benefits of technology adoption. This also included engaging with a number of supply chain partners, and factored in their own carbon accounting expertise in developing a strategy for supply chain carbon insetting partnerships. The project is informed by robust primary data and supported by industry recognised standards and protocols. 56 Glanbia plc | Annual Report and Financial Statements 2023 Economic impact • Developed an economic ESG impact model assessing viability and cost effectiveness of GHG interventions on dairy farms. • Determined a carbon “insetting”1 strategy for claiming reductions within the dairy supply chain. Primary data • Idaho: focus on robust primary data sets. Completed GHG footprints using the National Dairy Farmers Assuring Responsible Management (“FARM”) Environmental Stewardship (“ES”) programme. • Joint Venture Engagement: sharing experience and best practice as well as data from our milk pools. • GPN Supply: requested the emissions data from each material dairy ingredient supplier, supporting the understanding of current state emissions, related low carbon opportunities contributing to our SBTi target achievement. C A S E S T U D Y Dairy industry partnership to reduce GHG emissions on Idaho dairy farms In 2023, the US Department of Agriculture awarded funding to a Newtrient led project proposal aimed at reducing dairy methane emissions in Idaho. Glanbia Nutritionals is a partner in the project. With $3.1m in Regional Conservation Partnership Programme (“RCPP”) funding and $1.6m in partner contributions from McDonald’s, Schreiber Foods, Glanbia Nutritionals and Athian, the project seeks to reduce methane emissions targeting manure management and feed management practices on Idaho dairy farms, with the ambition of reducing 37,500 tonnes of carbon dioxide equivalent. This project is proof of concept of how dairy farmers, co-operatives and companies can work together to reduce the environmental footprint of dairy. Water Target: 10% reduce freshwater use by 10% by 2025 versus 2021 baseline 3.44% reduction in freshwater use in 2023 vs 2021 base year Glanbia is dedicated to water conservation across all our facilities in line with the Board-endorsed ambition of lowering freshwater use by 10% by 2025 from a 2021 baseline, which equates to over 500 million litres annually. In 2023, Glanbia achieved a 3.44% decrease in absolute freshwater withdrawal, and reduced freshwater use intensity by 6% compared to a 2021 base year. This improvement resulted from water efficiency initiatives, including polished water reuse and further optimisation of the clean-in-place (“CIP”) activities. Our practice of recovering water from milk by separating it from solid constituents and putting it into circular processes continues to enable freshwater preservation in our dairy operations. Thanks to milk water polishing, 5,514 mL of retrieved water was used in our dairy processing operations in 2023, preventing an equivalent volume of freshwater withdrawals throughout the year. Glanbia is closely monitoring water stress levels in the locations of primary importance for our operations and supply chain sustainability. In 2023, GN’s bottling facility in Corona, California, was divested. Therefore, Glanbia’s list of high water stress areas previously identified using the World Resources Institute (“WRI”) Aqueduct tool was reduced to one site in Clovis, New Mexico. Our Southwest Cheese facility in New Mexico consistently drives effort for milk water recovery and has the best polished water to freshwater ratio among all Glanbia sites. In 2024, we will refresh WRI Aqueduct water stress assessments for all Glanbia production facilities, re-examining high stress locations and also bringing medium-high stress areas into focus. As a part of our target setting process, Glanbia will review and evaluate the new paper from Science-Based Targets Network’s Freshwater Hub, outlining the concept and principles of corporate water stewardship and science-based targets for freshwater. Working on defining our ambition for the time period beyond 2025, we are committed to using the most advanced frameworks, guidance, and tools for water impact assessment, management, and disclosure. 2023 Water use and discharge, mL 9,255 5,277 5,514 Freshwater Polished Milk Water Water Discharge 2021-2023 Freshwater Withdrawal*, mL 5,500 5,400 5,300 5,200 5,100 5,000 5,465 5,310 5,277 2021 2022 2023 * Water metrics were calculated on a Like-for -Like (LFL) basis accounting for Glanbia divestments and acquisitions with the exception of the acquisition of the bioactive ingredients business of PanTheryx completed in quarter four, 2023. 2022-23 site-specific averages were used to estimate water use where factual data was incomplete. C A S E S T U D Y Water conservation in action At Glanbia we have a strong track record of water conservation. Our relentless focus on water use efficiency continued in 2023 with our award winning Michigan site reducing water use consumption by 10.42% from a 2021 baseline. Since 2022 the site has invested in projects that will deliver an estimated saving of nearly 530,000 litres of water per day focusing on water silo modifications, wastewater treatment plant routing improvements, and improved polished water utilisation for cleaning. The reductions, effected across several focus areas, were informed by water metering improvements that deliver actionable insights to our operations’ leadership teams. In 2024 we will continue to seek improvements, driven by data and leveraging learnings across operation sites as we close in on our 2025 target of 10% reduction. Glanbia plc | Annual Report and Financial Statements 2023 57 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONSustainability continued Waste Target: 100% Glanbia sites achieving TRUE Zero Waste certification by 2025 50% reduction in food waste by 2030 vs 2021 baseline 2023 Food waste recovery 1,2 (%) Our actions and impact As part of our circularity strategy, Glanbia is committed to getting all production sites certified in accordance with TRUE Zero Waste standard by 2025. In 2023, our True Champions team worked hard to create roadmaps for all manufacturing facilities and achieve certification for our first pilot sites. As a result, a piloting GN site, Sioux Falls, was granted a gold level certification under TRUE Zero Waste initiative in 2023. Four other sites, representing both GN and GPN Business Units, started their submission process and look forward to getting certified in early 2024. In 2024, our team will continue working towards reducing waste generation, maximising diversion from landfill and incineration, and implementing TRUE requirements at all sites. 2023 Waste diverted from landfill and incineration1 (%) 98% 97% 88% 54% GPN GN Dairy GN Specialty Glanbia Total Other <1% Anaerobic Digestion 1% Recycling 2% Animal Feed 97% 1 Waste metrics were calculated accounting for Glanbia divestments and acquisitions with the exception of the Foodarom Bremen site and the bioactive ingredients business of PanTheryx. 2022-23 site-specific averages were used to estimate waste generation and disposal where factual data was incomplete. In 2023, we changed our methodology for calculating food waste in accordance with TRUE Zero Waste Guidance to account for liquid food waste. As the majority of liquid food waste is converted into animal feed, this correction resulted in a significant increase of animal feed recovery in 2023. 2 C A S E S T U D Y Glanbia’s site portfolio receives TRUE certification flow across to other facilities as they continue their journey to become certified. Our ambition to achieve TRUE Zero Waste certification across all our sites by 2025 requires a strong collective effort across the business, and our people are rising to the challenge. In 2023, 21 Glanbia employees across different functions including Environmental Health & Safety, Plant Management, Engineering and Procurement completed training and passed the exam to become certified TRUE Advisors. These agents for positive change will champion the TRUE certification process and deliver training across our operations sites to galvanise action behind our efforts. with the requirements prescribed in the TRUE rating system. This is an important milestone in our journey as it will simplify and streamline the process for submitting the information and data required for certification at each site (project). There are four levels of TRUE certification: Certified (31-37 Points), Silver (38-45 Points), Gold (46-63 Points) and Platinum (64-81 Points). In December GN, Sioux Falls became the first Glanbia site to be awarded TRUE Certification and was awarded the gold level with 55 points awarded. In November the Glanbia’s site portfolio received TRUE Portfolio Certification which is official recognition from the Green Business Certification Inc. (“GBCi”) that the portfolio complies This is a significant milestone for delivering our waste management ambition and commitment. The process and behavioural changes identified and implemented in Sioux Falls will 58 Glanbia plc | Annual Report and Financial Statements 2023 Consumer packaging Target: 100% recyclable, reusable or compostable consumer packaging by 2030 Our actions and impact GPN with the support of a dedicated sustainable packaging working group made strong progress towards its packaging recyclability goals achieving 76% global recyclability, by weight, and is on track to meet the longer term 2030 target of 100% of consumer packaging recyclable, reusable, or compostable. Consumer packaging remains a primary focus for GPN as it represents approximately 11% of our associated carbon footprint. GPN distributes packaged sports, weight management, and lifestyle nutrition products to consumers globally which makes packaging sustainability a dynamic process as relevant policy and environmental programmes across all markets vary. To aid in guidance, GPN continues building partnerships with widely recognised organisations in each market to help guide design and consumer labelling. Our Optimum Nutrition portfolio, is transitioning to widely recyclable packaging with on-pack How2Recycle® instructions that empower consumers to make eco-conscious disposal choices in the US and Canadian markets. The UK market will experience complementary consumer labelling through partnership with On-Pack Recycling Label (“OPRL”) that helps further simplify the recycling process for consumers. Additional partnerships are being evaluated throughout the globe in all major markets. The collaboration with these organisations helps ensure packaging circularity, eco-friendly designs, and a continued reduction of impact on the environment. Globally the team was successful in implementing various packaging projects that will reduce virgin plastic consumption by 20 metric tonnes and paper usage by 50 metric tonnes. At the end of 2023 Optimum Nutrition launched a trial refillable bag programme on the Optimum Nutrition website for its 2 Pound Whey Gold Standard protein in select markets. This new format targets consumers reuse of previously purchased containers and scoops. This new offering yields an 85% reduction in virgin plastic and convenient delivery via Optimum Nutrition ’s direct-to-consumer sales channel. The sustainable packaging working group continues evaluating materials and designs to ensure progression towards our ambitions while balancing and achieving alignment between purchasing, operations, marketing, and environmental teams. The group has a continued focus on the development of food grade bags, recyclable wrappers, and evaluation of post-consumer recycled (“PCR”) content in each major market GPN packaging recyclability rates (% by weight) Target recyclability rate: 2025 Target: 83% 2030 Target: 100% 2023 Actual: 76% C A S E S T U D Y Optimum Nutrition and How2Recycle® In 2023, GPN partnered with How2Recycle®, a leading organisation based in the US and Canada dedicated to simplifying the recycling process. How2Recycle® promotes a standardised labelling system that enables brands to clearly communicate proper disposal methods; ultimately enhancing the validity, completeness, and providing transparency of recyclability claims. How2Recycle® standards for recyclability consider factors such as applicable law, consumer access to collections, materials used, sortation capabilities, reprocessing, and overall environmental impact. During 2023, GPN was assigned on-pack label designation – ‘Widely Recyclable’ – for Optimum Nutrition powder products and drinks, SlimFast ready to drink products, Isopure powders and an additional range of products are under evaluation. Working with How2Recycle®, GPN focused on our flagship Optimum Nutrition product, 100% Gold Standard Whey. Although the current black plastic tub is recyclable, an in-house cross-functional technical team further enhanced the recyclability of the iconic packaging through colourant and label substrate changes. These changes will improve the circularity of plastics used in the packaging and led to the ‘Widely Recycled’ designation. The How2Recycle® label helps consumers to contribute to the recycling process effectively by providing easy to follow instructions on proper disposal. GPN will continue to work with How2Recycle®’s standards for US and Canadian produced products to verify that our packaging is recyclable. This partnership is the first of many packaging initiatives that supports our journey towards our 2030 goal: 100% of our packaging being Recyclable, Reusable, or Compostable. Glanbia plc | Annual Report and Financial Statements 2023 59 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONSustainability continued Biodiversity In 2023, our focus was on assessing our value chain and related biodiversity impact to better understand where to best focus our efforts. We will build on this work in 2024 aligning with the Taskforce for Nature-related Financial Disclosures recommendations and criteria to support our evaluation Our actions and impact Biodiversity has emerged as a critical consideration in Glanbia’s sustainability agenda, with the 2022 Living Planet Index emphasising the alarming decline in global wildlife populations. Glanbia recognises the pressing need to address biodiversity risks and impacts within its value chain. This commitment aligns with broader sustainability initiatives, emphasising the interconnectedness of environmental challenges and the company’s role in safeguarding biodiversity. Given the heavy reliance of agriculture and food processing on ecosystem services, the preservation of biodiversity is not just a responsible business practice but a strategic necessity. As a member of The Carbon Disclosure Project (“CDP”), Glanbia welcomes CDP alignment with The Taskforce on Nature-related Financial Disclosures (“TNFD”) and will be using TNFD recommendations and criteria for further evaluation and subsequent strategy development. In 2023, Glanbia initiated a project to assess the company’s activities and parts of the value chain that might have links to significant biodiversity impacts. Given the nature of our products and the presence of agricultural supply, our efforts were focused on identifying purchasing categories and specific agricultural commodities within them that would be material from a nature-related risks and impacts perspective. This work included our sports nutrition and cheese and nutritional solutions businesses. As a result of this value chain analysis, we identified high-priority areas where we will focus our future research and efforts, which include sustainable sourcing of raw materials and ingredients such as cocoa, vanilla, soy, palm oil, caffeine, dairy products, and timber-based packaging. Focus for 2024 In 2024, Glanbia will continue its value chain analysis to add more granularity to the data we have on each of the above categories, and start developing a roadmap to ensure responsible supply chains for each of them. We will also evaluate potential partnerships and certification options that would positively complement our efforts. Glanbia is committing to aligning its practices with evolving global benchmarks, ensuring a robust and adaptive approach to biodiversity conservation. We will report on our progress in the next Annual Report and through the CDP platform. Summary of key environmental impact metrics performance Impact Area Scope 1 Scope 2 Scope 1 & 2 Renewable electricity Total electricity Total energy consumed Energy intensity Total renewable energy Freshwater withdrawals Freshwater intensity L/Kg produced Freshwater intensity in high risk areas L/Kg produced Waste diversion rate from landfill and incineration GPN consumer packaging – recyclability rate % % Units MtCO2e MtCO2e MtCO2e % MwH MwH 2023 137,217 83,936 221,153 63% 2022 138,8972,3 123,9302,3 262,8272,3 44%2 344,913 345,1122,3 1,149,609 1,164,9632,3 KwH/Kg produced 0.76 0.772 MwH mL 283,852 228,1352 5,277 3.48 1.97 97%2 76% 5,3102 3.522 1.822 96%2,4 62% Change vs base year1 Base Year Value 21% -35% -9% 25% 26% 24% -8% 76% -3% -6% 13% 17% 14%5 113,864 129,485 243,349 38% 272,757 925,886 0.83 160,858 5,465 3.70 1.74 80% n/a5 1. Base year: GHG Emissions and Energy and Electricity metrics – 2018 base year; Waste and Freshwater metrics – 2021 base year. 2. The 2022 reported number has been restated to reflect acquisitions and divestment. 3. In 2021, a new-to-world dairy processing facility was commissioned in Michigan, resulting in an absolute Scope 1 and 2 GHG emissions increase. Emissions in 2022 increased relative to the 2018 baseline due to the addition of this Michigan site. In 2023, we changed our methodology for calculating food waste in accordance with TRUE Zero Waste Guidance to account for liquid food waste. The prior year number was also adjusted to reflect this change in methodology, refer to page 58 for further details. 4 5. Recyclability percentage result represents the total weight of recyclable consumer packaging over the total weight of consumer packaging purchased in the year. 60 Glanbia plc | Annual Report and Financial Statements 2023 Society See People section (pages 28-31) to learn more Responsible sourcing Our ambition is to hold EcoVadis scorecard for all ‘high’ and ‘medium-high’ risk suppliers that Glanbia has an ongoing trading relationship with Glanbia’s procurement teams are dedicated to partnering with key stakeholders to support the delivery of Group and Business Unit ESG strategies and commitments. This involves driving greater awareness across our procurement teams of responsible sourcing practices; and partnering with suppliers who can make a positive contribution towards Glanbia’s sustainability commitments; applying responsible sourcing criteria to our supplier selection decisions and incorporating responsible sourcing principles into our Global Procurement Policy; requiring: • all suppliers to agree to comply with laws and regulations of the countries in which they operate; • all suppliers to agree to comply with all human rights, labour, food safety, environment and health and safety regulations; • suppliers, as requested, to engage with Glanbia’s selected partner EcoVadis for assessment (or equivalent assessment as deemed appropriate) in line with Glanbia’s Responsible Procurement Programme; and • suppliers to comply with necessary corrective actions that arise as a result of the above assessment. Glanbia purchases only from approved suppliers. Buying from the right suppliers is critical to ensuring Glanbia receives high quality goods and services at the right price and time while mitigating risk to the organisation. Our Group-wide Responsible Procurement Programme sets out our supplier selection criteria and integrates sustainability into our procurement processes, procedures and systems. We focus on ensuring and re-enforcing compliance with all applicable laws on anti-slavery and human trafficking, requiring our suppliers to confirm acceptance and conformance with the relevant Glanbia policies. For further information refer to Glanbia’s annual statement on Modern Slavery and Human Trafficking located on our website www.glanbia.com. Glanbia partners with EcoVadis – a global trusted provider of business sustainability ratings. In 2023, we continued to complete a risk assessment of our supply base assessing ESG and procurements risks. The results of this risk assessment enable us to prioritise the suppliers that require a more in-depth assessment using the EcoVadis platform (referred to as scorecards). Our approach is to focus on all ‘high’ and ‘medium-high’ risk suppliers that Glanbia has an ongoing trading relationship with. This equates to 50% of Glanbia’s total spend (both direct and indirect). To- date, across all risk categories, Glanbia has EcoVadis scorecards for 54% of all its spend, with a further 6% being onboarded. The target set for 2023 was 50% of total spend. C A S E S T U D Y Supplier risk assessment Glanbia trades with in excess of 6,000 suppliers globally. One of the challenges that Glanbia faced was to identify where the sustainability risks were in its supply chain. Using the EcoVadis IQ module to assess risk based on the supplier’s industry and countries of operations has helped Glanbia risk categorise its suppliers. Glanbia has focused on the high and medium-high risk suppliers. Our aim was to gain a more insightful view of the supplier sustainability credentials, by inviting them to participate in the EcoVadis process and to obtain their own scorecard. EcoVadis assesses sustainability management systems (policy, actions and results) on four themes (environment, labour and human rights, ethics, and sustainable procurement). This identifies their sustainability risks and strengths and helps us to focus on where to improve. It also enables Glanbia to collaborate with suppliers on the sustainability risks that are important to both of us. Overall 75% of Glanbia’s suppliers are assessed as performing well on the EcoVadis scorecard methodology with 55% of suppliers classified as ‘Good’, while just over 20% are classified as ‘Advanced’. This leaves approximately 25% of our suppliers where further engagement and collaboration is required. Glanbia plc | Annual Report and Financial Statements 2023 61 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONSustainability continued Society continued Food safety and quality Target: 100% of sites to maintain a globally recognised third- party certificate for food safety and quality Food safety and quality is a non- negotiable at Glanbia and we consider it as an inherent part of our values and commitments to our customers and consumers. The importance of food safety and quality is further reflected in our impact materiality assessment (see page 54). To meet this commitment, Glanbia has built a comprehensive food safety and quality programme, referred to as Glanbia Quality System (“GQS”). This programme ensures governance and compliance to the highest standards of food safety and quality so that we are able to meet our obligations and keep the trust of our customers and consumers. The GQS has a hierarchical structure, based on principles, policies and standards. There are seven GQS principles, organised along the value chain, which is purposely built to be dynamic and bring improvements with advancement of scientific knowledge, product portfolio and annual review by the Quality Leadership Team. Governance and external certification A key feature of the GQS is a built-in check and balance programme to verify and validate that all of the elements of our GQS are working as designed and meeting our expectations. This is achieved by a combination of self–assessment, internal audits and external review. Each of our manufacturing sites are audited on an annual basis with internationally recognised audit schemes such as Global Food Safety Initiative (“GFSI”) and National Sanitation Foundation (“NSF”). All Glanbia sites have maintained compliant or above audit scores. Compliance We monitor compliance within our programme through key performance indicators (“KPIs”) at Business Unit and Group level. KPIs are reviewed by Glanbia Leadership at ESG and Audit Board Committees level on a regular basis to ensure all programmes are operating as designed and that the results are in line with standards and targets set. FY 2023 GQS KPIs included: • 100% of sites certified to an external food safety certification (i.e. GFSI, NSF); • Number of major findings from External Food Safety Certification audits: Zero; and • 95% of sites at or better than the GQS benchmark. Marketing and labelling Product quality and safety is supported by effective marketing and labelling. We provide our customers and consumers with accurate and adequate information across a range of product categories. For our GN business-to-business customers, we provide details of the products purchased to ensure they have the appropriate information to manage and communicate effectively to their stakeholders and feed into their own internal processes and standards. For our GPN consumer facing business, we have a dedicated management system and associated processes to ensure our products are marketed and labelled accurately in line with regulatory requirements. C A S E S T U D Y Farm to fork – global expertise in dairy proteins Glanbia is a unique organisation with both ingredient and branded businesses flourishing under one umbrella in a global footprint. This unique structure has allowed us to build key technical expertise with respect to dairy and dairy proteins for our customers and end consumers. The Group has evolved from co-operative dairy roots to become a leader in better nutrition and a trusted innovation partner for the global food industry. The bedrock of this evolution is our best-in-class food safety and quality programmes. The 7 Principles of the GQS Value Chain Lead Plan Design Source Make Deliver Glanbia Quality System (GQS) Learn 62 Glanbia plc | Annual Report and Financial Statements 2023 Nutrition and Community impacts Nutrition and Community impacts: In 2023, we sought to define our nutrition promise as well as the impacts of our nutritional products on our consumers and customer. We also focused on the social and economic impact we have on our communities globally. In 2024 we will continue to develop a programme of activities to build on this progress. Our nutrition promise We create products and solutions to help our customers and consumers to achieve their health and nutrition goals. Glanbia exists to deliver better nutrition for every step of life’s journey. For us, better nutrition is about running our business in a way that’s better not just for our consumers, but for our communities, our planet, and for wider society. As part of our purpose, we are committed to ensuring that the brands, ingredients and solutions we provide are contributing to good nutritional outcomes in the world, including being responsible about our overall portfolio, the health and nutrition profile of our products, how our ingredients and solutions are used, and our marketing. In 2023, we sought to define our nutrition promise as well as the impacts of our nutritional products on our consumers and customers. We will continue to develop this programme of activity in 2024, with the intent to develop focus areas and corresponding goals and targets around our nutrition portfolio. Better for communities We aim to strengthen the communities in which we live and work by providing safe and inclusive workplaces; by building sustainable supply chains; and by delivering programmes to support health and wellbeing in our local communities. In 2023, we reviewed our community impacts. Reflecting on our purpose of delivering better nutrition, we recognise and define our communities as those encompassing the geographic areas in which we operate, source raw materials, and provide employment. Our commitment to better people, planet and performance focuses on the wellbeing and prosperity of the communities directly affected by our activities within our operational regions, supply chains, and employment areas. In 2024, we will develop criteria to define ‘Better for Communities’ work that aligns with our purpose and we will establish a longer-term strategy for community impact. Giving back to our communities In 2023, we continued to take action to create a positive social and economic impact on our communities globally. In its 30th year, GN’s Annual Charity Challenge raised $208,500 for local organisations in the Magic Valley region, ranging from food banks, senior centres, critical services and mental health services to community resource centres. The initiative has raised a total $3 million dollars for non-profit organisations in the region since its inception. GPN sponsored the Northern Illinois Food Bank Fight Hunger race, which saw runners and walkers come together to raise awareness and fundraise for this worthy non-profit. Northern Illinois Food Bank was able to help provide over $2 million worth of groceries to its neighbours with dignity, equity and convenience because of the event. In Ireland, we continued our partnership with Breast Cancer Ireland in 2023, sponsoring the Great Pink Run which raised €530,000 for its pioneering research into innovative treatments for breast cancer. C A S E S T U D Y Combatting food insecurity in Chicago Bigger Table is a non-profit organisation which brings together the food and beverage industry to address hunger, unemployment, and inclusive economic development in Chicagoland. It explores industry-based approaches to addressing growing food insecurity. Through donated ingredients and expertise, Bigger Table has donated nearly three million servings of food to Chicagoland food banks since 2020. In 2023, building on our existing partnership, Glanbia Nutritionals partnered with Bigger Table and donated whey protein to create a nutritious protein smoothie mix. This resulted in 450,000 servings being produced and distributed through partner organisations looking to reduce food insecurity in the region. Without Bigger Table, none of these donated food products would exist and, in many cases, the ingredients would have become food waste. Bigger Table’s mission aligns closely with Glanbia’s purpose of delivering better nutrition for every step of life’s journey. We look forward to continuing our partnership with Bigger Table. Some of the thousands of participants taking part in Breast Cancer Ireland’s Great Pink Run. Glanbia plc | Annual Report and Financial Statements 2023 63 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONSustainability continued Task Force on Climate-related Financial Disclosures Report Task Force on Climate-related Financial Disclosures Report Glanbia recognises that measuring, managing and reporting environmental impact is not only important for the planet and communities in which we work, it is essential for the future growth of our business. We have identified and assessed our climate-related risks and opportunities and continue to monitor and embed the identified impacts within our governance, operations and strategic model and risk management system. Glanbia has complied with all of the requirements of LR 9.8.6R by including climate-related financial disclosures in this section (and in the information available at the locations referenced therein) consistent with the Task Force on Climate-related Financial Disclosures (“TCFD”) recommendations. Glanbia plc has authority to introduce and implement operating policies in accordance with our sustainability strategy. This statement pertains to the parts of the business over which Glanbia has operational control. This includes the Group’s wholly-owned operations as well as the MWC-Southwest Holdings LLC joint venture operations where The below table summarises where we have addressed the four areas of TCFD focus, with the 11 associated recommended disclosures, detailed throughout the annual report. Governance Disclose the organisation’s governance around climate-related risks and opportunities Board’s oversight of climate-related risks and opportunities Risk management section; Audit Committee Report; ESG Committee Report; Corporate Governance Report Management’s role Strategy Chief Executive Officer’s review; Risk management section; ESG Committee Report 72-75, 111-112, 117-120, 101 14, 73, 117-120 Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation’s businesses, strategy, and financial planning where material Risks and opportunities over the short, medium, and long-term TCFD Report Impact on business, strategy and financial planning Resilience of strategy considering different climate-related scenarios Risk Management TCFD Report, Sustainability section; ESG Committee Report TCFD Report 65-69 65, 70, 55-60, 117-118 67-70 Disclose how the organisation identifies, assesses, and manages climate-related risks and opportunities Climate-related risks and opportunities identification and assessment TCFD Report, Risk management section; Audit Committee Report; ESG Committee Report 65-67, 72-79, 110-112, 120 Climate-related risk and opportunities management TCFD Report; Risk management section; Audit Committee Report; ESG Committee Report 67-70, 74, 120 Integration of processes into overall risk management Metrics and Targets Risk management section; Audit Committee Report; ESG Committee Report Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities Metrics used to assess risks and opportunities in line with strategy and risk management process Sustainability section Sustainability section; Key Performance Indicators 74-79, 111-114, 119-120 55-60 55-56, 25 Sustainability section; Remuneration Committee Report 55-60,140-145 Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (“GHG”) emissions and the related risks Targets to manage risks, opportunities, and performance against targets 64 Glanbia plc | Annual Report and Financial Statements 2023 Our approach Climate-related risks and opportunities are assessed and managed as a fundamental part of our governance and business management processes. Central to our response has been the building of our sustainability strategy including setting Scope 1, 2 and 3 carbon emission reduction targets and building robust roadmaps for their delivery. Refer to the Sustainability section 53-58 for details on this strategy and performance to date. In the ESG Committee Report on page 120 we describe the Board’s oversight of climate-related risks and opportunities and the role of management in assessing these. In the Risk Management Report on page 74, we explain how climate-related risk is integrated into the risk processes that operate throughout the Group. Included on page 66 in the ‘Assessing climate-related risk’ section we describe our assessment of the physical and transitional impacts of climate change on the Group’s operations in terms of both risks and opportunities. On pages 67-69 we describe the potential impacts of such risks and opportunities under different scenarios, and on page 70 we outline the resilience and associated actions to mitigate against the risks identified and capitalise on the opportunities. Focus on climate impact Glanbia’s vision is to be ‘one of the world’s top performing nutrition companies Risk Assessment TCFD Category Risk Area(s) trusted to enrich lives every day’. Our business strategy is focused on delivering this ambition, with the integration of our sustainability strategy and associated commitments, a key lever to accelerate performance within the markets in which we operate. We keep our climate commitments under ongoing review, aligning with a science-based approach and focusing on delivery of our stated Scope 1 and 2 transition plan. We are focused on: • stated commitments to drive operational efficiency, reduce our impact and grow financial performance to ensure we remain a sustainable enterprise. • the ability to innovate and collaborate with our customers and anticipate and monitor consumer market trends to create sustainable products that meet the required nutritional needs. We recognise the impact that climate change can play in influencing the delivery of our business strategy. This is dependent on the global actions and the associated impacts observed, including social economic impacts as the globe transitions to a low carbon economy, with physical risks accelerating where global temperatures continue to increase. We continue to assess the potential climate- related risks and opportunities for our business, ensuring that we maintain a focus on reducing our emissions while adapting to these changing external conditions. We also recognise the interrelated risks to natural resources that are critical to our ingredients and the importance of supply chain partnerships to deliver scalable solutions. Identifying and reviewing climate-related risks and opportunities Glanbia, in conjunction with independent external experts and through executive- led workshops, assessed the impact of climate change on the Group to identify the most relevant climate-related risks and opportunities. The risks are incorporated into the Group Sustainability Risk Register and are updated and reviewed periodically throughout the year, assessing impact scale, likelihood and velocity in conjunction with our internal subject matter experts. Mitigation measures are considered as part of this process to evaluate the potential residual risk. The evaluation forms part of the wider Group Risk Management Framework, with noted threshold deviations including an expanded time horizon view on velocity to account for the more gradual nature of physical climate- related risks. Refer to page 74. As part of this process we assess our business readiness to respond to such risks and review our mitigation measures and strategic plans in place to support our resilience assessment. Refer to page 70 for details on our key resilience factors and page 67 for details on the potential opportunity impacts we are monitoring. Glanbia Response Time Horizon Medium Business Readiness Assessment Further Information/ Relevant Metric In Plan 55-56, 66 Transition Market Changing customer/consumer behaviour impact Reputation Shifting customer requirements not met Medium In Plan Policy Direct/indirect cost of regulation on operational inputs Short – Medium Monitored Technology Investment in operational decarbonisation Short – Medium In Plan Physical Risks Chronic Impact of water stress on key operational sites Medium In Plan Impact of weather pattern variability on dairy supply and dependent inputs Long Monitored 55-56, 66 55, 59, 66 55, 66 57, 66 56, 66 Acute Impact of extreme weather on dairy supply Long Monitored 56, 66 Time horizon Short: Up to three years. Aligned with our Group strategy cycle where we develop detailed financial projections and use them to manage performance. Medium: From three to 10 years. Nearer term to primarily capture transition risks and opportunities, embedded with our sustainability strategy. Long: Beyond 10 years. Greatest level of uncertainty associated with these climate-related risks and opportunities, primarily linked to the physical risks identified. Business readiness In plan: Related response to risk has been built into Glanbia’s sustainability strategic plan, with a view to operationalise based on output of relevant scoping and feasibility assessments. Monitored: Recognition that associated risks may require action but currently based on level of uncertainty being monitored with a view to incorporating into our strategic plan where appropriate. Glanbia plc | Annual Report and Financial Statements 2023 65 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONSustainability continued Task Force on Climate-related Financial Disclosures Report continued Assessing climate-related risks and opportunities To further enhance our understanding of the potential impact of increasing temperatures on our business, operations and strategy we carried out scenario analysis drawing on climate science and scenario data. We assessed in greater detail the potential impact that scenarios relating to our identified climate-related risks and opportunities could have. A detailed modelling approach was used to quantify the potential financial implications of the identified climate- related risks and opportunities on Glanbia’s operations and wider value chain. Transition risks and opportunities were modelled in line with a 2030 timeframe, while physical risks were modelled until 2050, due to their longer- term impact. The output of this analysis provides an assessment of the nature and potential scale of Glanbia’s most relevant climate-related risks and opportunities. This assessment outlines any potential risk hotspots; challenges our business readiness to respond to these risks; identifies how we can capitalise on potential opportunities; and reviews current strategy and business continuity plans against a set of defined scenarios. Refer to scenario analysis section on pages 67-69 for details on the scenario approach adopted and the assessed potential impact. Transition risk Glanbia understands that transitioning to a lower carbon economy will entail extensive market, policy, and technology changes. Depending on the nature, speed and focus of these changes, transition risks may pose varying levels of financial and reputational risk to organisations. Market In a Glanbia context this risk relates to changing customer and consumer preferences and consumption patterns, with a reduction in dairy consumption. We closely monitor this risk through our own market insights team and direct engagement with our customers including via questionnaire and data requests and directly through our commercial management team. Our dedicated market insight team use demographic analysis and market insight tools to track end-consumer sentiment and emerging trends toward dairy, which feeds into our overall product strategy and research and development pipeline. We monitor global and regional dairy market performance directly through our dairy economics and procurement teams with insights from our memberships of dairy industry associations, including the US Dairy Export Council and the International Dairy Foods Association. Reputation We recognise that climate change also represents a potentially significant reputational risk for us. Glanbia works with the world’s leading food and beverage brands, who have made their own commitments on climate change to deliver solutions. They increasingly seek out partners that are aligned with their own objectives and who can support them in achieving their targets. Failure to take adequate action on climate change could mean a loss of reputation and damage to commercial and other important stakeholder relationships. Policy The risk of current and emerging regulation is a key climate consideration for which Glanbia is closely monitoring the potential impacts. This includes regulations and policies which have a direct impact on us such as carbon taxes as well as those that indirectly impact us through our supply chain, particularly in the carbon intense dairy supply chain. Glanbia will be subject to the EU Corporate Sustainability Reporting Directive, which introduces mandatory sustainability reporting requirements, including a dedicated standard relating to climate change. We note that for many of our key strategic customers, as a component of their value chain, they will require more information from us to fulfil their regulatory reporting and external commitments also. We have prioritised ingredient and product footprinting, working with third-party experts to ensure robust data sets which are feeding into a Group-wide data and system architecture project to support the upcoming regulatory and commercial reporting requirements. Technology Our assessment of technology risk focuses on the required investment to fulfil our stated Scope 1 and 2 emission reduction targets. We have integrated these requirements into our business strategy and also include consideration of impacts to our sustainability strategy within our capital expenditure and acquisition due diligence procedures. As a result we have not included this risk area within our scenario modelling, but rather classify the actions associated with this risk area as a key mitigant to the market and policy risks identified. 66 Glanbia plc | Annual Report and Financial Statements 2023 Physical risk As part of our physical risk assessment process, we considered a range of physical risks which could potentially impact our operations and supply chain. These risks included drought, water stress, coastal flood, cyclone, extreme heat and wildfire. We reviewed both potential chronic and acute type risks as part of this exercise. In conjunction with third-party experts and using supporting external models and analysis, we evaluated the risk exposure to these specific climate hazards. Through this exercise, a small number of locations within the North America region (relating to our main manufacturing and dairy supply chain) were prioritised and the likely physical risks assessed for more detailed review. Following this review it was concluded that in the medium to longer term, in the event the world does not take action, it is likely that increased temperatures will lead to water scarcity in two locations, with the Corona, California site divested during the year, leaving one site (Clovis, New Mexico). This site is already identified as a high water stress area using the World Resources Institute Aqueduct tool and as a result water scarcity risks are integrated into the existing continuity plan, with a focused water management programme in place. Increased temperatures are estimated to negatively impact our dairy supply base when considering scenarios such as reduced dairy productivity, increasing input costs such as feed due to deteriorating growing conditions or reduced milk yields due to extreme heat conditions. We will adapt our assessments as scientific knowledge advances and enhance our internal expertise by utilising national data sources. Refer to page 56 which outlines the measures in place internally to monitor our dairy supply chain and the partnership approach adopted to ensure the long-term security and viability of the dairy sector. Opportunity While climate change poses a potential risk to the sector in which we operate, we also see opportunities with immediate impacts such as driving operational efficiencies, waste reduction and efficient resource use to longer term commercial opportunities. A qualitative assessment of these potential opportunities and associated impacts is included on the next page. These include supporting our customers in meeting their emission reduction commitments as part of their value chain, or accessing new revenue streams by investing in low carbon market opportunities. Opportunity impacts Impact of resource usage efficiency on operating costs Time Horizon Short – Medium Potential impact A key lever in the achievement of our 2030 Scope 1 and 2 targets is an ongoing focus on energy efficiency through use of energy management systems, targeted upgrades in our plant equipment and transitioning from fossil based energy to renewable alternatives. Given energy price volatility, this increase in efficiency provides a potential opportunity for reduced energy costs and lower emissions, which helps reduce our exposure to carbon pricing. Impact of low carbon market opportunities on revenue growth, including those from the delivery of lower carbon products through fulfilling our sustainability commitments and partnership Time Horizon Short – Medium Potential impact Comprehensive Scope 3 roadmaps to deliver on our science-based target decarbonisation commitments, together with detailed primary data associated with our value chain, position us to partner with our customers to deliver low carbon products, potentially expand our customer reach and increase associated sales. Our detailed product carbon footprinting work will deliver assurance to our supply chain partners on the robustness and traceability of our Scope 3 data. In 2023, we partnered with McDonald’s and Schreiber Foods in a Newtrient led US Department of Agriculture Regional Conservation Partnership Programme (“RCPP”) project proposal that provides proof of concept for on-farm emission reductions that make economic sense to our farmer suppliers and deliver certified carbon reductions within our dairy supply chain (carbon insetting). Our carbon footprinting work is also assessing non-dairy ingredients emission profiles to support our customer base on their emissions reductions. Impact of new income streams by access to low carbon markets Time Horizon Medium – Long Potential impact Access to additional income streams through low carbon markets. For example the maximisation of biogas return from anaerobic digesters at Glanbia’s sites as a renewable source of energy and in reducing methane emissions from Glanbia’s operations. Glanbia is seeing the impacts of the Inflation Reduction Act funding delivering tax credit incentives for low carbon energy generation. Our energy teams are assessing opportunities on an ongoing basis as vendors present solutions supported by Inflation Reduction Act investments. In this transition phase, these potential strategic investments and opportunities are dependent on feasibility studies of technological, operational and commercial suitability for Glanbia and are under consideration as part of our medium to longer term strategy, with a similar estimated time horizon impact. Scenario analysis We have examined our business under a range of scenarios, modelling different climate pathways to test the nature and magnitude of potential climate-related risks and opportunities. A bespoke model was created for each risk and opportunity, incorporating relevant economic factors such as price and demand, and applying two climate scenarios: current policies and a stress scenario. It should be noted that there are many varying factors affecting how climate change may impact the world, as a result it is difficult to quantify the timing and impact of climate-related risks and opportunities on our business, therefore scenario analysis is not a forecast and the output from our analysis should be viewed accordingly. Early policy action: Transition risk scenario Physical risks Transition risks Stress scenario: Ambitious low-carbon transition where a coordinated action is taken within society to reduce carbon emissions. The analysis prioritised scenarios aligned with a Net Zero or 1.5°C target, while well-below 2°C or 2°C aligned scenarios were used when scenario data around more ambitious pathways were not available. Time Horizon Considered – Up to 2030 Limited policy action: Physical risk scenario Stress scenario: Limited action taken to reduce global emissions. Based on high-emissions scenarios associated with significant increases in temperatures, aligned with the Shared Socio-economic Pathway SSP5-8.5. Time Horizon Considered – Up to 2050 Current policy action: Business as usual scenario Current policies: Relate to the Network for Greening the Financial System (“NGFS”) scenario projections, where the world does not take any further action than what has been already stated and planned for implementation. Physical risks will be the least extreme under this scenario. Under this scenario we will experience high transition risks unless mitigated. Physical risks will be the most extreme under this scenario. Limited transition risks expected due to a lack of policy changes and regulation. Physical risks will become more prevalent over time as temperatures increase due to a lack of policy intervention and action to reduce global warming. Moderate transition risks based on existing policy and regulations in place. Glanbia plc | Annual Report and Financial Statements 2023 67 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONSustainability continued Task Force on Climate-related Financial Disclosures Report continued Scenario model details Transition risk Impact assessment Dairy market decline: End-users and consumers decreasing dairy consumption in favour of non-dairy alternatives to decrease their carbon footprint, and Glanbia’s customers, who have science- based targets in place, opting for alternative suppliers if Glanbia does not decrease emissions in line with our science-based target commitments. As one of the key cross-cutting mitigation measures, the cost of implementing Glanbia’s science-based target was modelled as part of this risk area. Potential impact: revenue growth TCFD category: market, reputation In both a current policy and stress scenario the impact is estimated to be low based on the assumption that Glanbia delivers upon its stated reduction commitments which meet customer and consumer requirements. We further corroborate this conclusion with ongoing market insights and trend analysis that is overseen by our dedicated market insights team, augmented by expert analysis from our industry associations (US Dairy Export Council and the International Dairy Foods Association), which shows a robust market for our existing product offerings. Climate regulation on dairy: Impact of stricter regulation of on-farm emissions increasing the cost of milk. It is expected that agriculture, as one of the key sources of global emissions, will face stricter regulation. This will particularly concern methane and nitrous oxide emissions. The scenario model assumes that the US government will follow a strategy to align decarbonisation levels to limit global temperature rise to 1.5 degrees Celsius. The cost implied for dairy farmers to decarbonise in line with new regulation is based on a marginal abatement cost estimate, looking at productivity improvements, and technologies such as feed additives and anaerobic digesters. Potential impact: operating costs TCFD category: policy Increasing energy prices: Energy prices (natural gas, biogas, and electricity) are impacted by regulatory and market changes. The model evaluated the impact of changes in energy prices applied to current energy spend. It was assumed that Glanbia’s energy consumption does not change from current levels. Potential impact: operating costs TCFD category: policy We acknowledge that consumer trends may evolve over time, and recognise this as a market opportunity. Refer to ‘low carbon markets’ for further details on the next page. Under the current policy scenario there is no expected impact as the underlying assumption is that no additional regulations other than those stated or planned will occur. While under the stress scenario the impact is estimated to be low in the context of successfully meeting our Scope 3 commitments. Furthermore, the current US approach sees significant incentivisation for on-farm decarbonisation funded through the Inflation Reduction Act. The assessed impact under both climate scenarios modelled is expected to be low when key mitigation measures are considered including the efficient management of our energy use through installed energy management systems within our largest sites and the implementation of our Scope 1 and 2 transition plan. Our energy providers, given state specific emissions ambitions and fuelled by federal incentives, are regularly providing renewable energy supply opportunities at our major sites. Sustainable trends in packaging: The expected increase in demand for sustainable packaging alternatives (secondary plastics) and the associated increased costs associated with these alternatives. This model incorporates a 35% increase in costs and assumes quantity consumption remains at current levels, with GPN as a consumer facing business most significantly impacted. The assessed impact under both climate scenarios modelled is expected to be low, with potential price increases modelled having a low impact on cost per unit of product. This risk is further mitigated through measures including packaging redesign, pilot refill programmes and dedicated procurement focus on packaging supply. Potential impact: operating costs TCFD category: policy Direct and indirect carbon taxes: Indirect increase in the costs of fuel due to the removal of fossil fuel subsidies and a direct increase due to the implementation of carbon taxes. It was assumed Glanbia’s fuel usage remained at current levels. Potential impact: operating costs TCFD category: policy Under the current policy scenario there is no expected impact as the underlying assumption is that no additional regulations other than those stated or planned will occur, while under the stress scenario the impact is estimated to be low in the context of improving resource efficiency at a distribution level through our fleet management system and the ability to pass the cost through. 68 Glanbia plc | Annual Report and Financial Statements 2023 Transition opportunity Impact assessment Low carbon markets: This scenario recognises the development and growth of carbon credits and clean energy markets. Both opportunities are of high relevance to Glanbia as they can be generated through the use of anaerobic digesters which some Glanbia sites are currently using. Maximising the return of biogas from our on-site operations in conjunction with reducing our emissions in line with our Scope 1 and 2 roadmaps, optimising energy efficiency informed by energy management systems contribute to low carbon opportunities within the value chain. Potential impact: revenue growth TCFD category: market, reputation We consider that a market for low carbon and carbon certified ingredient and consumer end products will likely develop over the medium to long-term. We are seeing customers assessing their supply chain and proposing partnerships for carbon reduction. The evolution of this market represents an opportunity to continue to invest on-site, to reduce carbon emission footprint and create additional revenue streams, while delivering an improved product/ingredient carbon footprint. Physical risk Impact assessment Effect of temperature increases (both acute and chronic) on key aspects of Glanbia’s dairy supply chain: Three separate models were constructed to evaluate the impact of increased temperatures on our dairy supply chain. Under both climate scenarios the impact is expected to have a longer term impact horizon beyond 2030, with quantification of such impacts challenging given the level of inherent uncertainty associated with future global warming. In the short to medium term Glanbia is protected against milk supply shortages, and associated price increases due to milk supply agreements, joint venture business model structures in place and the milk and cheese market conditions in which Glanbia operate. However, Glanbia acknowledges the existence of tipping points in the longer term that may occur in the event prolonged physical impacts emerge which make dairy production unviable at farm level which impact milk supply and cost. We analyse comprehensive dairy production data in our supply chain on an ongoing basis and leverage US Department of Agriculture datasets to track productivity and trends. The sites identified from this analysis are already within the Group’s priority locations for water risk with efforts already underway to manage water use at these sites. The following areas were considered: • dairy productivity (chronic); • milk yields (acute); and • crop yields – a key input into animal feed (chronic). These models considered the potential impact of such conditions on dairy suppliers margins and or the price of milk as an input cost, potentially resulting in an increased product cost to recoup via the market or through required production efficiencies to maintain product margins. Potential impact: operating costs TCFD category: chronic and acute Water scarcity: Increasing water scarcity in certain regions caused by droughts, increased temperatures, heatwaves, and increasing demand for water will affect the water availability in most US states. Modelled using the WRI Aqueduct to project water stress levels we calculated the change in water scarcity until 2050 for Glanbia’s top seven manufacturing sites (covering about 94% of total water consumption) for each scenario. The increase in water scarcity in the regions where Glanbia’s manufacturing sites are located could lead to a cumulative increase in Glanbia’s operational costs for the current policies and stress scenarios respectively until 2050. Potential impact: operating costs TCFD category: acute Glanbia plc | Annual Report and Financial Statements 2023 69 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONSustainability continued Task Force on Climate-related Financial Disclosures Report continued Future focus Glanbia recognises the importance of evaluating the impact of climate change on our business and strategy. Our disclosures in this regard are intended to assist our stakeholders in understanding the potential impacts and opportunities of climate change on our business over the short, medium and long-term. We acknowledge in the context of an evolving regulatory reporting environment, and with improving scientific climate resources there will be a need for further analysis and detailed disclosures to support our stakeholders in this regard. We as a nutrition business recognise the deep and intricate connections between food systems and the planet’s health, as well as the impact of a changing climate for the future. We are focused on managing our impacts within our own operations, in particular relating to our Scope 1 and 2 emission targets by meeting key elements of our transition plan; to progressively shift towards 100% renewable energy procurement (Scope 2) by 2030 and reduce on-site emissions (Scope 1) through operational efficiencies and capital investment. Refer to pages 55-56 for more information on the Group’s targets and progress to-date, and page 65 which outlines how these metrics form part of our strategic response to the risks identified. We acknowledge the material impact of our Scope 3 emissions and have a roadmap in place with our key dairy supply stakeholders, which will deliver a detailed transition plan to meeting our Scope 3 commitments. Refer to page 56. This plan will be presented to the Board in 2024, with our performance against this plan reported externally. The impact of climate change on our financial statements We considered the potential impacts of climate change risks when preparing our Consolidated Financial Statements and have determined that there is no material impact on the financial reporting judgements and estimates and as a result there is no impact on the valuations of the Group’s assets and liabilities from these risks as at 30 December 2023. Refer to pages 186 and 215 within the financial statements for further details. Resilience and associated strategic actions We continue to monitor the resilience of the organisation with due regard for the climate-related risks and opportunities that the business faces. Under current policies and a transition scenario, Glanbia is sufficiently protected against climate-related risks that may impact the value chain, due to its market position, business partnerships, contractual relationships, as well as existing and planned mitigation actions. Sustainability strategy Alignment with, and delivery of, science- based targets across Scope 1, 2, and 3 is considered a key mitigant against the impact of the transition risks identified, including risks associated with potential dairy market decline and changing consumer preferences. For the risks that have a direct operational cost impact such as direct and indirect carbon taxes, increasing energy prices and sustainable trends in packaging, we demonstrate resilience through improving resource efficiency at the production and distribution level, cost pass-through and fulfilment of our stated packaging commitments. Emission impact and associated technology requirements will continue to be an important consideration for the Group in delivering on our strategy, as reflected in the Group capital investment policy evaluation criteria of any new acquisition or strategic capital investment. Innovation and market Glanbia’s growth is built on integrating innovative business models and expertise into our strategy. We pride ourselves in our agility to meet the varied nutritional requirements and needs of our customers and consumers. We recognise the commercial value in aligning with a low carbon transition. We hold a strong brand portfolio with a loyal customer base, offering a range of ingredient choices. Our market insight teams anticipate and monitor ever-changing market trends, through the development of new branded products and ingredients. For example, in response to these trends we have developed and hold a range of non-dairy protein alternatives including within our leading consumer brand Optimum Nutrition, ‘Gold Standard 100% Plant’ and our Amazing Grass product range. Further down the value chain, our geographical footprint, diverse customer base and range of channels and products helps to reduce the risk associated with any specific category or market segment and provides an opportunity for innovation across multiple end-use markets. Physical risk insights Our physical risk assessment has provided valuable insight into the longer- term risks across our operations and supply chain. It has sign-posted areas for further analysis and monitoring. Immediate steps taken as a result of this analysis include integration of specific climate-related risks within business continuity planning for higher risk sites and reviewing public policy for areas where a broader response is needed with a particular focus on water stress areas. Refer to page 57. We acknowledge that long-term shifts in climate patterns and increased occurrence of extreme weather events may have a significant impact on the dairy supply chain. This requires close monitoring to ensure existing mitigation factors remain viable, and that our strategic and operational plans remain alert to the challenges associated with such risks. Dairy partnership Our dedicated milk procurement and dairy economics teams support our dairy suppliers, and closely monitor production levels, supplier trends etc. We take a partnership approach with our dairy suppliers to improve and build resilience. Refer to page 56. Responsible sourcing For all raw materials, our global procurement and responsible sourcing commitments are important to help manage potential future risks to availability of key commodities as regional climatic impacts take effect. This includes analysis of single source suppliers, risk profiling of sourcing regions and use of third-party risk analysis such as EcoVadis to support our assessment. 70 Glanbia plc | Annual Report and Financial Statements 2023 Performance To embed our approach, Glanbia’s Better Nutrition, Better World strategy is embedded from the Board to the ESG Committee and is integrated via the Group Operating Executive and ESG Centre of Excellence into all aspects of the business through specialists and cross-functional teams and workstreams. This approach provides oversight, and balances the focus on programme delivery, required due diligence procedures and increased reporting and disclosure obligations. See more on pages 116-120. At Glanbia, we are committed to conducting business in the right way, complying with the law and working responsibly. Glanbia has made our core governance policies publicly available including our Code of Conduct, Supplier Code of Conduct and Anti-bribery and Corruption policy, Human Rights and Speak Up policies. We support the integration of these policies through appropriate training programmes including a Group-wide Code of Conduct training module. The Group has a zero- tolerance approach to bribery or any form of corrupt practices and actively encourages all workers and third parties to speak up through our dedicated whistleblowing line if they have any concerns. See more on page 113. Glanbia complies with the European Union (Disclosure of Non-Financial and Diversity information by certain large undertakings and groups) Regulations 2017. The table below is designed to help stakeholders navigate to the relevant sections in this Annual Report to understand the Group’s approach to these non-financial risks. Many of our policies can be viewed on www.glanbia.com. Reporting requirement Policies and standards which govern our approach Risk management and additional information Environmental matters • Environmental policy • Supply chain and responsible sourcing and on-farm sustainability • Animal welfare policy Employee matters Social matters Human rights • Culture and engagement • Group code of conduct • Whistleblowing policy • Diversity, equity and inclusion policy • Health and safety policy • Education initiatives • Community support • Food safety and quality policy • Anti-slavery and human trafficking statement • Supplier code of conduct • Human rights policy • Environment section – pages 55-60 • Responsible sourcing – pages 56 and 61 • ESG Committee report – pages 116-120 • Task Force on Climate-related Financial Disclosures (TCFD) Report – pages 64-70 • Risk management – pages 72-85 • Employee engagement survey – pages 28-29 and 50-51 • Whistleblowing and fraud – page 113 • UK Corporate Governance Code – pages 89 and 108 • Diversity, equity and inclusion – page 30 • Health and safety – page 31 • GPN sports nutrition school – page 51 • Community and charity support – page 63 • Food safety and quality – page 62 • See page 61 and 113 and our policies can be viewed on www. glanbia.com/about/corporate-governance/our-policies Anti-bribery and corruption • Group code of conduct • Anti-bribery and corruption policy • See page 113 and our policies can be viewed on www. glanbia.com/about/corporate-governance/our-policies Description of principal risks and impact of business activity • Principal risks and uncertainties – pages 76-83 Description of the business model Non-financial key performance indicators (KPIs) • Business model – pages 22-23 • Key performance indicators – page 25 Consolidated disclosures pursuant to Article 8 Taxonomy Regulation Following consideration of the ‘EU Taxonomy Compass’, and detailed review of the economic activities’ descriptions and NACE code definitions as referenced within it, the Group concludes that our core economic activities of food processing and manufacturing are not included within the six environmental objectives of the EU Taxonomy and consequently are Taxonomy non-eligible. Refer to pages 155-165 for Glanbia’s consolidated disclosure in accordance with the EU Taxonomy Regulation. Glanbia plc | Annual Report and Financial Statements 2023 71 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONRisk management Continuous monitoring of risk to achieve our strategic objectives Managing our risks Geopolitical risks, such as the war in Ukraine, escalating tensions in the Middle East, relations between the US and China, and their related macroeconomic impacts, continue to remain some of the biggest threats to the Group achieving its strategic objectives. While overall the Group navigated the evolving risk environment well in 2023 with no material negative impacts to the Group’s performance; as 2024 progresses, the Group will need to remain alert to changes in risks that may impact the delivery of the Group’s strategic objectives. The effects of the primary geopolitical and macroeconomic conditions on the business are explained in various sections of the Strategic Report and consequently, the narrative included in the Chief Executive Officer’s Review, Chief Financial Officer’s Review and Operations Review should be read in conjunction with the below disclosures to provide an overall understanding of the risks, economic uncertainties and challenges which will continue in 2024. Assessment of the effectiveness of risk management and internal controls The Audit Committee on behalf of the Board, has responsibility for monitoring the Group’s systems of risk management and internal control. The risk management framework, as outlined below, was reviewed by the Audit Committee to consider the breadth and depth of information (financial, operational and compliance) provided to the Committee through direct presentations from senior executives and functional heads, risk management report submissions and Committee updates received from the internal and external auditors. No instances of significant control failings or weaknesses have been identified as part of this review. Risk management framework Our risk management framework is designed to ensure that risk management is embedded into our culture, policies and practices. There is input across all levels of the business to enable the Group to remain responsive to the ever-changing operating environment. An overview of the Group’s risk management and internal control framework is outlined in the diagram below. Top Down Risk Board underpinned by: Our Purpose Our Values Our Code Our Strategic Priorities Grow the core Optimise our business Disciplined capital allocation Oversight Identification Assessment Mitigation Including the identification and mitigation of emerging risks Governance supported through: Audit Committee ESG Committee Group Operating Executive Group Internal Audit Oversight Identification Assessment Mitigation At Business Unit and Group functional level Including the identification and mitigation of emerging risks Senior Leadership Team driven by: Risk awareness Risk ownership Risk monitoring Risk reporting Bottom Up Risk 72 Glanbia plc | Annual Report and Financial Statements 2023 Risk oversight Board of Directors The Board has overall responsibility for determining the nature and extent of the significant risks it is willing to take in achieving the Group’s strategic objectives. The Board has an overarching Group risk appetite statement in place and applies a balanced approach to risk, embracing risk in areas in which management has the appropriate skills, knowledge and experience to take advantage of the opportunities presented, whilst limiting risk in other areas. As part of the annual Group strategy process, the Board conducted a detailed assessment of the impact of the Group’s principal and emerging risks, together with the methods employed to manage these risks. The Board and management use the same process to assess and manage risks within our joint venture operations as it does for the wholly-owned areas of the Group. In 2023, we held board positions in all such entities. The Board conducted a formal half-year and full-year review of the risk register summary reports prepared by Group Internal Audit to ensure that the Group’s principal risks and uncertainties, as outlined on pages 76 to 83, effectively describe the nature and extent of the Group’s principal risks. The Board is satisfied that its risk management systems and internal control processes are effective and will further enhance monitoring controls in 2024 with more frequent risk dashboard reporting. Audit Committee The Audit Committee on behalf of the Board, has responsibility for monitoring the Group’s systems of risk management and internal control including the review of their effectiveness. In 2023, the Committee received updates from senior executives and detailed presentations from Group functional leads including IT, Treasury, Legal, ESG, Financial Reporting and Taxation. These presentations typically provide the Committee with the opportunity to review the Group’s risk appetite statements in relation to the principal and emerging risks being examined. Environmental, Social and Governance (“ESG”) Committee The ESG Committee supports the Group’s ongoing commitment to environmental, corporate social responsibility and governance matters. The Committee is responsible for monitoring and reviewing current and emerging ESG trends, relevant international standards and legislative requirements and identifying potential impacts to the Group. In January 2024, the Audit Committee and ESG Committee held a joint information session with regard to ESG related matters to facilitate risk awareness regarding the upcoming ESG reporting obligations. Group Operating Executive The Group Operating Executive forum as outlined in the Corporate Governance Report on pages 100 to 101 also acts as the Group Risk Committee and supports the Audit Committee in the risk management process through the ongoing monitoring of the risk environment and the effectiveness of the controls in place. Risk reporting Group Internal Audit (“GIA”) GIA assists in the process by preparing regular Group summary risk management reports based on information submitted by management throughout the year. These reports include: • An analysis of key Group risks in terms of impact (assessed over the following 12 months within defined monetary terms), likelihood of occurrence (using defined probabilities of occurrence) and velocity (speed at which the impact of the risk could materialise). The climate related deviations are outlined on page 74; • A summary of the key movements in the identified risks, with a particular focus on highlighting new or emerging risks; • A summary of management action plans (“MAPs”) to manage potential significant risk exposures; and • An overview of organisational, business and emerging risks. The Audit Committee and Board perform bi-annual reviews of these reports, with interim updates received from management as required. Group Senior Leadership Team (“SLT”) The identification of risk is based on a Group-wide approach. The management team of each business segment and the Group functional leads are required to maintain and submit a risk register. The register ensures consistency of approach in the reporting of risks in accordance with Group defined guidelines. The quality and consistency of SLT risk reporting is supported by a number of other monitoring and reporting processes including: • Group strategy process and Board review of financial and operational performance, including detailed finance, capex planning and expenditure reviews; • KPI tracking of health and safety and environmental reporting within the Group’s environmental management system; • Bi-annual control self-assessment and management representation letter processes; • Post-acquisition completion and capex project reviews; • Risk-focused Group Internal Audit plan; and • The externally assessed Glanbia Risk Management System (“GRMS”) reviews, which assess operational risks across the Group and the internal Glanbia Quality System reviews. Glanbia plc | Annual Report and Financial Statements 2023 73 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONRisk management continued Identifying and assessing climate risk The identification, assessment and management of climate-related risks follow the Group’s existing risk management framework, however, the time horizons have been extended to allow for the longer-term impacts of climate change. This work has been supported by third-party experts and executive-led workshops, which has helped to define a focused set of risks for detailed analysis, as outlined on page 65 of the TCFD Report. Managing climate risk As outlined on the previous page, the Audit Committee is responsible for providing structured and systematic oversight of the Group’s risk management and internal controls, while the ESG Committee supports the Group’s ongoing commitment to our ESG strategy, including our environmental strategy. For further details on our approach to managing climate change and the related risks and opportunities, refer to pages 64-70. The Group considers insights obtained through our reporting on TCFD climate-related risks and opportunities identification, prioritisation process (likelihood and velocity) and financial quantification assessment (materiality), post the consideration of available mitigation measures. Key outputs of this process are summarised within the TCFD Report on pages 64-70, and assessed through the Group risk register process. The register includes the estimated likelihood, velocity and financial materiality of the climate- related risks and opportunities assessed, which is a key component of our risk management framework and also documents the identified Group-wide controls and actions to mitigate against the respective risks to evaluate the potential residual impact encompassing both transition and physical risks. These risks are consolidated as one principal risk ’Climate Change’. Climate-related risks and opportunities The processes for identifying, assessing and managing climate-related risks are incorporated within our risk management framework. As part of this framework, we have a clear approach for defining risk appetite and guidance to support the assessment of materiality. The Group’s risk appetite is agreed annually with the Board and regularly monitored to ensure climate-related risks remain within the Group’s risk appetite without unduly impacting the ongoing success of our business. The management of these climate-related risks is undertaken within the function where the risk may occur, for example, raw material risks are primarily managed by procurement. Actions taken are monitored to retain climate risks within the agreed risk appetite for the Group with the CEO for GN having executive responsibility for climate change mitigation measures. He is supported in this work by the Group Operating Executive as outlined on page 119. TCFD reporting In line with the recommendations of the TCFD reporting requirements, the Group has considered climate-related impacts within the organisation under the pillars of Governance, Strategy, Risk Management and Metrics and Targets as outlined on pages 64 to 70. As detailed in our 2022 Annual Report, the Group engaged the Carbon Trust, an independent sustainability consultant, to conduct a comprehensive climate change risk assessment of the parts of the business over which Glanbia has operational control. The identified climate-related risks and opportunities were prioritised by their likelihood, velocity and estimated financial materiality (prior to the consideration of any mitigation measures). This allowed us to better understand the potential impacts from physical climate change risks and opportunities associated with the transition to a decarbonised economy. Further analysis was carried out to assess, in greater detail, the potential impact that Glanbia’s top climate- related risks and opportunities could have on our business, operations and strategy, drawing on climate science and scenario data. Two scenarios were considered for each risk and opportunity; a current policy scenario and a stress scenario. The material risk and opportunity themes that were reviewed as part of assessing the potential impact of climate change, along with the expected timelines are outlined on pages 67-69 of the TCFD Report. In line with the Group’s risk management framework, the risk and opportunity themes were assessed for likelihood, velocity and materiality (impact). The methodology applied to climate risk themes differed from the standard framework definitions as follows: 74 Glanbia plc | Annual Report and Financial Statements 2023 • Velocity: To reflect the nature of climate change, the time horizon applied to velocity was short term up to 3 years, medium term from 3 to 10 years and long term beyond 10 years as opposed to the Group approved thresholds which assess velocity as very rapid if the impact of the risk is felt within 1 month, rapid if within 1 quarter and slow if it extends beyond 1 quarter. • Likelihood: Under the assessment, this is based upon the certainty of outcome across the different climate scenarios analysed. Where there is a highly consistent outcome under all scenarios, the relevant risk or opportunity is categorised with a higher likelihood and conversely, where the outcome is only expected under stress scenarios the risk or opportunity is categorised with a lower likelihood. The standard Group approach to likelihood is measured as a percentage of possible occurrence over a three- year period in line with the Group’s strategic plan. The Directors consider these deviations from the standard risk framework to be appropriate given the nature of the specific risk. The controls for this principal risk are aligned with our strategy and regulatory framework requirements. They include controls relating to governance, leadership and climate adaptation. Climate change risks are also considered when assessing other principal risks including, but not limited to: Economic and Industry; Market Disruption and Acquisition/Integration. For example, this includes involving the relevant internal functional experts when making acquisition or capital investment decisions or impairment review decisions where required. The Group concluded that climate change is not expected to have a material impact on the viability of the Group in the short term and summarised the material climate risk themes which will require close monitoring going forward as outlined on pages 64 to 70. Glanbia also has a continuing engagement with the Carbon Trust who provide technical expertise on the Group’s carbon footprint mapping, and identification of key carbon reduction projects. The Group plans to continue this work and has committed to building on the progress achieved in 2023 in relation to our climate impact. Strategic/External Technological Operational/Regulatory Financial Mainly external risks associated with our operating environment The systems we use to drive the business and the data they hold The people and processes we use to power our business model Our financial status and internal controls  Geopolitical  Economic and industry  Market disruption  Customer concentration  Climate change  Digital transformation  Cyber security and data protection  Talent management  Health and safety  Supply chain  Product safety and compliance  Acquisition/Integration  Taxation changes Risk trend  Increasing  Stable  Decreasing Risk categories Our approach recognises the external risks associated with our operating environment, which are typically considered and managed through our strategic processes, and the primarily internal risks associated with our people, processes and systems which are managed through our internal controls. Emerging risks with the potential to impact our longer-term success are also considered to ensure that we plan appropriately to respond to them over time. No new emerging principal risks were identified in 2023. Identifying our principal risks and uncertainties The Directors have carried out a robust assessment of the Group’s principal risks, including those that may threaten our business model, future performance, solvency or liquidity and reputation. Key risks are identified based on the likelihood of occurrence, potential impact and velocity on the Group using the process outlined on pages 72 to 75. Risks are reported on a residual risk basis and represent a snapshot of the Group’s principal risk profile. This is not an exhaustive list of all the risks faced by the Group, there may be other risks and uncertainties that are not yet considered material or not yet known to us. 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 management actions are implemented or changes in the operating environment occur. The Board also fully recognises that many risks do not exist in isolation and that one or more risks may crystallise at the same time which could increase the impact to the Group. The interactions and relationship between such risks are discussed and considered by the Board throughout the year. Risk benchmarking is completed, which includes a review of external risk publications and emerging risk trends against the Group’s risk landscape. In 2023, discussions included a consideration of the consequences of geopolitical tensions, persistent inflationary, energy rate and interest rate pressures, cybersecurity threats and climate change risks. Principal risks and uncertainties Changes to risks during the year The Directors have considered the Group’s principal risks and uncertainties and have determined that the risks and uncertainties reported in Glanbia plc’s 2022 Annual Report remain relevant with one revision. The principal risk Economic, Industry and Political risk, reported in 2022, has been split into two principal risks with the political narrative now captured within a new Geopolitical principal risk and the Economic and industry risk remaining as a standalone risk. Some fluctuations in risk trends did arise in 2023 including: • Geopolitical risk: As geopolitical tensions escalated and became more widespread globally, the Directors have determined that this risk area now warrants a standalone principal risk. The market consequences of the war in Ukraine and tensions in the Middle East continue to create volatility. The Board is also closely monitoring tensions in key trading regions, particularly between China and Taiwan, where any potential conflict, economic sanctions or trade rulings would impact Glanbia’s growth objectives. The upcoming US presidential election also has the potential to create short-term uncertainty. • Economic and industry: the macroeconomic environment continues to show volatility with recessionary conditions which impacted some countries in 2023 looking set to continue in 2024. • Market disruption risk continues to trend upwards. Adverse changes in economic conditions, persistent inflation, energy and interest rate pressures have continued to increase the cost of living and could result in reduced consumer spending which may disrupt demand and further increase operational and financial costs. • Climate change risk continues to trend upwards due to the evolving climate landscape, expected future developments in ESG regulations, the increasing stakeholder reporting expectations and the other climate change risks disclosed in the TCFD Metrics and Targets disclosures on page 64. • Cyber security and data protection risk continues to trend upwards due to rapidly accelerating technological changes in areas such as artificial intelligence (“AI”) and growing global cybersecurity control threats. • Supply chain and Talent management risks have stabilised as supply chain risk mitigation measures have been successfully deployed, and labour market conditions continue to normalise. • The remaining principal risks continue to trend as stable due to the mitigation activities in place by the Group as outlined on pages 76 to 83. The Group actively manages these and all other risks, inclusive of emerging risks, through its risk management and internal control processes. Glanbia plc | Annual Report and Financial Statements 2023 75 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONPrincipal risks and uncertainties Link to strategic priorities (see pages 15 to 18) Grow the core Optimise our business Disciplined capital allocation Risk trend  Increasing  Stable  Decreasing Risk Potential impact Mitigation Developments in 2023 2024 focus areas Strategic/External Geopolitical  Geopolitical events and developments may have the potential to create global or regional instability that could impact on our growth objectives. Political instability, civil disturbance, conflicts, trade tensions and regulatory changes may negatively impact performance. Geopolitical tensions in the regions where we operate may pose potential challenges that could adversely affect our pursuit of growth objectives. The Board conducts a thorough assessment of geopolitical risks, particularly in the regions where we operate, and regularly updates risk profiles to stay informed about changing dynamics. The Group’s strategy is aimed at spreading our business activities across diverse regions to reduce dependency on any single geopolitical area, minimising the impact of localised disruptions. The Board and Group Operating Executive are kept informed about geopolitical risks through regular Group risk and business segment operational updates. Economic and industry  Our performance is influenced by global economic conditions, consumer confidence and the stability of the markets in which we operate. Deterioration in economic growth or consumer confidence, or significant currency movements may impact performance and the achievement of growth targets. The Board regularly assesses key market trends, the current economic environment and the related implications on Group performance and strategic objectives. The Group’s strategy is aimed at the continued expansion of the Group’s geographic reach, focusing on key customer relationships and investment in new product development which helps to protect the Group from significant economic fluctuations and material rapid changes in the external environment. Market disruption  Inflationary pressures may create further headwinds for the business. Increasing competition across certain channels through high promotional activity, competitor product innovation and channel shifts provide an ongoing challenge. Continued inflationary pressures above expectations may disrupt demand due to consumer price elasticity. Failing to recognise or obtain accurate and relevant competitive and environmental intelligence may result in the adoption of incorrect business strategies. Significant actions to mitigate cost inflation were implemented across a range of initiatives including pricing, revenue growth management and efficiency programmes. The GPN team continues to enhance in-house capabilities to assess market trends, ensuring improved accuracy and relevance of data for the Board and management’s decision making. GN has focused on differentiating its capabilities from competitors through innovation to enable it to become the preferred partner of choice for nutritional and functional solutions in both the dairy and non-dairy segments. The Group allocates resources to research and development for value-added, customer-specific solutions and invests in necessary promotional activities, where required. Customer concentration  The Group benefits from close commercial relationships with a number of key customers and adverse changes could materially impact the Group. The loss of, or material disruption with, one or more of these customers, or a significant deterioration in commercial terms, could have a material impact on Group profitability. Pricing risks associated with the growth of the online channel could impact the Group. The Group has strong relationships with key customers through superior customer service, quality assurance and cost competitiveness. Continued focus remains on new customer and channel development opportunities. Consistent and effective implementation of the GN commercial team’s ‘one face to the customer’ approach. The Board regularly reviews its exposure, including credit exposure, to individual customers and considers the impact of acquisitions where relevant. The Board considers various geopolitical scenarios and their potential The Group will continue to monitor geopolitical tensions closely where any impact on the business as part of strategy discussions. This enables the potential conflict, economic sanctions or trade rulings may impact the Board to develop proactive strategies and responses to different situations. growth objectives of the Group. Management aims to stay abreast of and comply with international and The Group will continue to monitor the upcoming US presidential election, local regulations, maintaining relationships with local and international should it cause short-term uncertainty and/or instability to the markets stakeholders and consulting with external advisors, where appropriate, to where we operate. stay informed about political developments and foster cooperation. Potential geopolitical impacts will continue to be assessed as part of the Senior leaders from our core segments updated the Board/Audit Committee Group’s strategic discussions and capital allocation decisions, particularly in on segment performance during 2023. This included consideration of relation to acquisition activity and strategic capital expenditure. geopolitical impacts, where appropriate. The macroeconomic environment continued to be uncertain as some markets entered recession in 2023. There is continuing pressure from The macroeconomic environment remains uncertain prompting continuing review throughout 2024. The Group will proactively review and implement high interest rates, monetary tightening by central banks and currency mitigating actions to address challenges such as cost inflation and the fluctuations, which the Group continues to navigate and mitigate where impact of high living costs, ensuring a responsive and adaptive approach as possible. needed. Increased promotional activity and the careful management of price increases were required to address inflationary challenges and other macroeconomic factors. To date, customer demand has sustained these price increases. The impact of any potential future price increases will continue to be assessed for elasticity effects. Our strategic portfolio review continued in 2023 resulting in divestment While energy prices have shown signs of stabilising, food prices remain decisions around non-core assets as outlined in the Chief Financial Officer’s elevated and further shocks from geopolitical tensions may contribute to review on pages 40 to 45. The impact of increasing inflationary pressures and supply chain volatility have been mitigated by price increases and this balance will continue to be closely monitored in 2024. Marketing spend has continually focused on the areas/brands where recovery momentum is strong. further inflationary pressures. The Group will continue to monitor this and any other adverse changes in economic conditions, such as the heightened cost of living and increased interest rates that could result in reduced consumer spending and a slowdown in consumer demand. The Group will continue to invest in developing in-house capabilities to assess trends in key market areas ensuring accurate and relevant data is available to management teams to support decision making. Continued assessment of the impacts of channel shifts by consumers and The Group will continue to review new customer and channel development the financial strength of our customer base, particularly our US customers opportunities. which represent the majority of Group Revenue. Dedicated consumer insights and analytics teams in place who continue to capacity expansions and product supply opportunities, particularly with our build out our monitoring and consumer intelligence capabilities. core GN customers. Management continued to monitor credit exposures in 2023 as customers The impact of pricing increases associated with the heightened cost of maneuvered high energy costs and interest rates, post the recovery from the inflation will be closely monitored. The Group will continue to build key customer partnerships through strategic pandemic. 76 Glanbia plc | Annual Report and Financial Statements 2023 Risk Potential impact Mitigation Developments in 2023 2024 focus areas Strategic/External Geopolitical  Geopolitical events and developments may have the potential to create global or regional instability that could impact on our growth objectives. Political instability, civil disturbance, The Board conducts a thorough assessment of geopolitical risks, conflicts, trade tensions and particularly in the regions where we operate, and regularly updates regulatory changes may negatively risk profiles to stay informed about changing dynamics. impact performance. Geopolitical tensions in the regions where we operate may pose potential challenges that could adversely affect our pursuit of growth objectives. The Group’s strategy is aimed at spreading our business activities across diverse regions to reduce dependency on any single geopolitical area, minimising the impact of localised disruptions. The Board and Group Operating Executive are kept informed about geopolitical risks through regular Group risk and business segment operational updates. Economic and industry Deterioration in economic growth or The Board regularly assesses key market trends, the current consumer confidence, or significant economic environment and the related implications on Group currency movements may impact performance and strategic objectives.  Our performance is influenced by global economic conditions, consumer confidence and the stability of the markets in which we operate. performance and the achievement of growth targets. The Group’s strategy is aimed at the continued expansion of the Group’s geographic reach, focusing on key customer relationships and investment in new product development which helps to protect the Group from significant economic fluctuations and material rapid changes in the external environment. Market disruption  Inflationary pressures may create further headwinds for the business. Increasing competition across certain channels through high promotional activity, competitor product innovation and channel shifts provide an ongoing challenge. Continued inflationary pressures above expectations may disrupt demand due to consumer price elasticity. Significant actions to mitigate cost inflation were implemented across a range of initiatives including pricing, revenue growth management and efficiency programmes. The GPN team continues to enhance in-house capabilities to Failing to recognise or obtain assess market trends, ensuring improved accuracy and relevance accurate and relevant competitive of data for the Board and management’s decision making. and environmental intelligence may result in the adoption of incorrect business strategies. GN has focused on differentiating its capabilities from competitors through innovation to enable it to become the preferred partner of choice for nutritional and functional solutions in both the dairy and non-dairy segments. The Group allocates resources to research and development for value-added, customer-specific solutions and invests in necessary promotional activities, where required. Customer concentration  The Group benefits from close commercial relationships with a number of key customers and adverse changes could materially impact the Group. The loss of, or material disruption The Group has strong relationships with key customers with, one or more of these customers, or a significant through superior customer service, quality assurance and cost competitiveness. Continued focus remains on new customer and deterioration in commercial terms, channel development opportunities. could have a material impact on Group profitability. Pricing risks associated with the growth of the online channel could impact the Group. Consistent and effective implementation of the GN commercial team’s ‘one face to the customer’ approach. The Board regularly reviews its exposure, including credit exposure, to individual customers and considers the impact of acquisitions where relevant. The Board considers various geopolitical scenarios and their potential impact on the business as part of strategy discussions. This enables the Board to develop proactive strategies and responses to different situations. The Group will continue to monitor geopolitical tensions closely where any potential conflict, economic sanctions or trade rulings may impact the growth objectives of the Group. Management aims to stay abreast of and comply with international and local regulations, maintaining relationships with local and international stakeholders and consulting with external advisors, where appropriate, to stay informed about political developments and foster cooperation. Senior leaders from our core segments updated the Board/Audit Committee on segment performance during 2023. This included consideration of geopolitical impacts, where appropriate. The Group will continue to monitor the upcoming US presidential election, should it cause short-term uncertainty and/or instability to the markets where we operate. Potential geopolitical impacts will continue to be assessed as part of the Group’s strategic discussions and capital allocation decisions, particularly in relation to acquisition activity and strategic capital expenditure. The macroeconomic environment continued to be uncertain as some markets entered recession in 2023. There is continuing pressure from high interest rates, monetary tightening by central banks and currency fluctuations, which the Group continues to navigate and mitigate where possible. Increased promotional activity and the careful management of price increases were required to address inflationary challenges and other macroeconomic factors. To date, customer demand has sustained these price increases. The macroeconomic environment remains uncertain prompting continuing review throughout 2024. The Group will proactively review and implement mitigating actions to address challenges such as cost inflation and the impact of high living costs, ensuring a responsive and adaptive approach as needed. The impact of any potential future price increases will continue to be assessed for elasticity effects. Our strategic portfolio review continued in 2023 resulting in divestment decisions around non-core assets as outlined in the Chief Financial Officer’s review on pages 40 to 45. The impact of increasing inflationary pressures and supply chain volatility have been mitigated by price increases and this balance will continue to be closely monitored in 2024. Marketing spend has continually focused on the areas/brands where recovery momentum is strong. While energy prices have shown signs of stabilising, food prices remain elevated and further shocks from geopolitical tensions may contribute to further inflationary pressures. The Group will continue to monitor this and any other adverse changes in economic conditions, such as the heightened cost of living and increased interest rates that could result in reduced consumer spending and a slowdown in consumer demand. The Group will continue to invest in developing in-house capabilities to assess trends in key market areas ensuring accurate and relevant data is available to management teams to support decision making. Continued assessment of the impacts of channel shifts by consumers and the financial strength of our customer base, particularly our US customers which represent the majority of Group Revenue. Dedicated consumer insights and analytics teams in place who continue to build out our monitoring and consumer intelligence capabilities. The Group will continue to review new customer and channel development opportunities. The Group will continue to build key customer partnerships through strategic capacity expansions and product supply opportunities, particularly with our core GN customers. Management continued to monitor credit exposures in 2023 as customers maneuvered high energy costs and interest rates, post the recovery from the pandemic. The impact of pricing increases associated with the heightened cost of inflation will be closely monitored. Glanbia plc | Annual Report and Financial Statements 2023 77 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION Principal risks and uncertainties continued Link to strategic priorities (see pages 15 to 18) Grow the core Optimise our business Disciplined capital allocation Risk trend  Increasing  Stable  Decreasing Risk Potential impact Mitigation Developments in 2023 2024 focus areas Strategic/External continued Climate change  Failing to have an appropriate business model in place to react to the climate- related risks and opportunities and to achieve the Group’s commitment to protecting the environment through responsible stewardship. The risk of non-compliance with regulations. Changes in government policy, regulation, technologies and weather conditions, may impact the Group or influence consumer preferences. Failure to comply with environmental incident reporting regulations may cause reputational damage. Technological Digital transformation  The risk of the Group implementing an ineffective digital strategy. A failure to adopt new technologies and/or potential negative consequences associated with integrating digital technologies within the business may impact our targeted growth. Cyber security and data protection  The Group is dependent on robust IT systems and infrastructure for most of our principal business processes which may be impacted by the significant growth of cyber threats. An adverse event could result in significant financial loss or reputational damage due to the potential loss of, or unauthorised access to sensitive financial, personal and commercial information. This includes the Group’s intellectual property (“IP”) or that of our customers. An adverse event could also result in significant negative impacts to our operational capabilities through ransomware or denial of service attacks. Financial and reputational loss may also occur through targeted attacks such as phishing or impersonation frauds. 78 Glanbia plc | Annual Report and Financial Statements 2023 An ESG Board subcommittee is in place and a member of the Group Operating Executive has responsibility for overseeing the delivery of the Group’s agenda on environmental, social and governance topics. The Board recognises the scientific consensus that action is required to address the impact of greenhouse gas emissions on rising global temperatures and has ensured that: • A Board approved strategy is in place to accelerate our climate change commitments, targeting decarbonisation in our operations and supply chain and addressing our most material sustainability impact areas. • The Group-wide sustainability programme focuses on building a strong culture, systems and governance model to oversee progress and to ensure compliance with environmental incident reporting regulations. • Clearly defined Board approved KPIs and targets are in place as outlined on pages 126 to 149. • The Group’s Capital Investment Policy incorporates environmental considerations into the existing due diligence process. The Group has taken a rigorous approach to measuring climate risk impact through data, baselining and risk assessment supported by external experts and aligned to emission reduction targets validated by the Science Based Targets initiative (“SBTi”). Each core business function has a three-year digital roadmap that is reviewed and updated annually. Dedicated project teams put in place for material transformation projects with appropriate user acceptance testing completed prior to go-live. All enterprise systems are deployed using a centrally managed model to ensure architecture alignment and effective process governance. Executive commitment to ensure the full benefits of the Group’s digital capabilities are maximised to increase our speed to market, reduce costs and improve customer experience. A dedicated Group IT Security team is in place to manage IT risks. Cyber security and anti-fraud control reviews were conducted against the Continue progress on the effective integration of our IT systems and related Policies in place regarding the protection of both business and personal information, as well as the use of IT systems and applications by our employees with oversight by the Group Data Protection Committee. Systems in place, including ongoing audit activities, to monitor compliance with relevant privacy laws and regulations. The Group maintains a cyber insurance policy and there were no material information or cybersecurity breaches noted over the last three years resulting in an insurance claim. Continued investment in cyber-crime prevention and information security programme. Regular security scanning across eCommerce sites with penetration testing completed on new sites. Regular Group IT Board and Audit Committee updates on the Group IT strategy and key Group IT risks. Building on the ESG training provided to the Board in 2022, further external The Group will continue to update the data systems and processes to meet ESG training was provided to both the Audit and ESG Committees in the CSRD disclosure and evolving ESG legislative requirements. January 2024. This training focused on Glanbia’s current and upcoming reporting obligations, market insight benchmarking and the responsibilities of the Audit Committee and the Board in relation to the EU Corporate Sustainability Reporting Directive (“CSRD”) reporting. The Board will be heavily focused on the delivery of the Group’s Scope 3 strategy and the continuing commitment to its key targeted reductions in areas such as carbon, water, waste and packaging. Progress in the development of Glanbia’s approach to nature and the ongoing work to FY 2023 ESG reporting built on the processes and structures established in enable enhanced supply chain transparency will also continue to be closely 2022 including the issuance of the first Glanbia GRI report in 2023. For more examined. information on other developments and progress made on the environment topic, please refer to the Sustainability Report on pages 48 to 63. The Group is committed to supporting our customers’ ESG ambitions, particularly in the provision of sustainability data in relation to carbon, and Strong performance was noted against all of the Group’s 2023 ESG target assurances on ingredient sourcing risks to meet their own public facing areas with continued progress taking place in the development of the targets. Group’s Scope 3 strategy. In 2023, 63% (2022: 45%) of our electricity usage was by way of renewable electricity, see page 55 for more information. The Audit and ESG Committees will continue to focus on monitoring the effectiveness of the environment metrics and regulatory disclosure In preparation for the CSRD requirements, the Group also conducted a requirements to ensure progress is being maintained in line with Double Materiality assessment in conjunction with our external advisors. This expectations. Regular updates will continue to be provided to the Board is designed to determine what disclosures are relevant under the mandatory to ensure climate-related impacts are understood and embedded in the sustainability standards, required under CSRD, with no new ESG topic noted Group’s governance, operational and strategic model. as a result of this exercise. The Group has deployed leading ERP technologies which support the With the latest ERP technology now in place, management will focus our automation of our key business processes. The Group successfully upgraded digitisation programme on continuing to enhance the Group’s supply its ERP system to SAP’s latest technology and associated hardware, chain, customer engagement, manufacturing, operations, finance, and HR which brings enhanced machine learning and artificial intelligence (“AI”) systems. capabilities to the Group. Fraud and cyber security exercises completed with vulnerability scans Operative Executive to ensure that the Group’s global support functions are implemented across all eCommerce sites. structured to efficiently deliver high value business services. Continued to integrate our ERP system into acquisitions as part of the IT Continue to progress the Tirlán (formerly Glanbia Ireland) and Leprino roadmap. A reassessment of the optimal manner in which to leverage the D2C platform across GPN was performed during the year. This will help enable resources to Continue to assess the potential benefits and risks associated with emerging be applied to the opportunities best matching the brand strategy. AI capabilities as part of cyber risk considerations. segregation and separation of IT infrastructure and applications from the Group in line with the transition agreements. A Chief Digital & Transformation Officer has been appointed to the Group US Department of Commerce and National Institute of Standards and Group monitoring controls within our recent acquisitions. Technology Cybersecurity Framework to continue to gain comfort over the effectiveness of the Group’s ransomware prevention, detection and response plans. The cross-functional teams involved will continue to ensure our IP is protected through appropriate IT security measures, patent applications and related control procedures. Continue to roll out our multi-factor Additional ransomware detection capability rolled out to SAP/mission authentication to all employees. critical services. The Group ransomware response policy, playbook, roles and responsibilities were updated and a ransomware simulation workshop was completed with a subcommittee of the Board, members of the Group Operating Executive and relevant Group functional leads in October 2023. Ongoing cybersecurity awareness will continue to be actively promoted through regular IT awareness communications, information security training and other initiatives to keep employees updated on new and emerging IT threats. This will continue in 2024 with follow up workshops and awareness Rolled out phishing simulations across the Group, implemented a new sessions with the leadership team and Board representatives. firewall configuration management service and introduced a new multi- factor authentication solution for employee remote access. Continue to execute fraud and cyber security reviews and vulnerability scans across all eCommerce sites. Risk Potential impact Mitigation Developments in 2023 2024 focus areas Strategic/External continued Climate change  Failing to have an appropriate business model in place to react to the climate- related risks and opportunities and to achieve the Group’s commitment to protecting the environment through responsible stewardship. The risk of non-compliance with regulations. Changes in government policy, regulation, technologies and weather conditions, may impact the Group or influence consumer preferences. Failure to comply with An ESG Board subcommittee is in place and a member of the Group Operating Executive has responsibility for overseeing the delivery of the Group’s agenda on environmental, social and governance topics. The Board recognises the scientific consensus that action is required to address the impact of greenhouse gas emissions on environmental incident reporting rising global temperatures and has ensured that: regulations may cause reputational damage. • A Board approved strategy is in place to accelerate our climate change commitments, targeting decarbonisation in our operations and supply chain and addressing our most material sustainability impact areas. • The Group-wide sustainability programme focuses on building a strong culture, systems and governance model to oversee progress and to ensure compliance with environmental incident reporting regulations. • Clearly defined Board approved KPIs and targets are in place as outlined on pages 126 to 149. • The Group’s Capital Investment Policy incorporates environmental considerations into the existing due diligence process. The Group has taken a rigorous approach to measuring climate risk impact through data, baselining and risk assessment supported by external experts and aligned to emission reduction targets validated by the Science Based Targets initiative (“SBTi”). is reviewed and updated annually. Dedicated project teams put in place for material transformation projects with appropriate user acceptance testing completed prior to go-live. governance. All enterprise systems are deployed using a centrally managed model to ensure architecture alignment and effective process Executive commitment to ensure the full benefits of the Group’s digital capabilities are maximised to increase our speed to market, reduce costs and improve customer experience. A dedicated Group IT Security team is in place to manage IT risks. Policies in place regarding the protection of both business and personal information, as well as the use of IT systems and applications by our employees with oversight by the Group Data Protection Committee. Systems in place, including ongoing audit activities, to monitor compliance with relevant privacy laws and regulations. The Group maintains a cyber insurance policy and there were no material information or cybersecurity breaches noted over the last three years resulting in an insurance claim. Continued investment in cyber-crime prevention and information security programme. Regular security scanning across eCommerce sites with penetration testing completed on new sites. Regular Group IT Board and Audit Committee updates on the Group IT strategy and key Group IT risks. Technological Digital transformation  The risk of the Group implementing an ineffective digital strategy. and/or potential negative consequences associated with integrating digital technologies within the business may impact our targeted growth. A failure to adopt new technologies Each core business function has a three-year digital roadmap that Cyber security and data protection  The Group is dependent on robust IT systems and infrastructure for most of our principal business processes which may be impacted by the significant growth of cyber threats. An adverse event could result in significant financial loss or reputational damage due to the potential loss of, or unauthorised access to sensitive financial, personal and commercial information. This includes the Group’s intellectual property (“IP”) or that of our customers. An adverse event could also result in significant negative impacts to our operational capabilities through ransomware or denial of service attacks. frauds. Financial and reputational loss may also occur through targeted attacks such as phishing or impersonation Building on the ESG training provided to the Board in 2022, further external ESG training was provided to both the Audit and ESG Committees in January 2024. This training focused on Glanbia’s current and upcoming reporting obligations, market insight benchmarking and the responsibilities of the Audit Committee and the Board in relation to the EU Corporate Sustainability Reporting Directive (“CSRD”) reporting. FY 2023 ESG reporting built on the processes and structures established in 2022 including the issuance of the first Glanbia GRI report in 2023. For more information on other developments and progress made on the environment topic, please refer to the Sustainability Report on pages 48 to 63. Strong performance was noted against all of the Group’s 2023 ESG target areas with continued progress taking place in the development of the Group’s Scope 3 strategy. In 2023, 63% (2022: 45%) of our electricity usage was by way of renewable electricity, see page 55 for more information. In preparation for the CSRD requirements, the Group also conducted a Double Materiality assessment in conjunction with our external advisors. This is designed to determine what disclosures are relevant under the mandatory sustainability standards, required under CSRD, with no new ESG topic noted as a result of this exercise. The Group will continue to update the data systems and processes to meet the CSRD disclosure and evolving ESG legislative requirements. The Board will be heavily focused on the delivery of the Group’s Scope 3 strategy and the continuing commitment to its key targeted reductions in areas such as carbon, water, waste and packaging. Progress in the development of Glanbia’s approach to nature and the ongoing work to enable enhanced supply chain transparency will also continue to be closely examined. The Group is committed to supporting our customers’ ESG ambitions, particularly in the provision of sustainability data in relation to carbon, and assurances on ingredient sourcing risks to meet their own public facing targets. The Audit and ESG Committees will continue to focus on monitoring the effectiveness of the environment metrics and regulatory disclosure requirements to ensure progress is being maintained in line with expectations. Regular updates will continue to be provided to the Board to ensure climate-related impacts are understood and embedded in the Group’s governance, operational and strategic model. The Group has deployed leading ERP technologies which support the automation of our key business processes. The Group successfully upgraded its ERP system to SAP’s latest technology and associated hardware, which brings enhanced machine learning and artificial intelligence (“AI”) capabilities to the Group. Fraud and cyber security exercises completed with vulnerability scans implemented across all eCommerce sites. Continued to integrate our ERP system into acquisitions as part of the IT roadmap. A reassessment of the optimal manner in which to leverage the D2C platform across GPN was performed during the year. This will help enable resources to be applied to the opportunities best matching the brand strategy. With the latest ERP technology now in place, management will focus our digitisation programme on continuing to enhance the Group’s supply chain, customer engagement, manufacturing, operations, finance, and HR systems. A Chief Digital & Transformation Officer has been appointed to the Group Operative Executive to ensure that the Group’s global support functions are structured to efficiently deliver high value business services. Continue to progress the Tirlán (formerly Glanbia Ireland) and Leprino segregation and separation of IT infrastructure and applications from the Group in line with the transition agreements. Continue to assess the potential benefits and risks associated with emerging AI capabilities as part of cyber risk considerations. Cyber security and anti-fraud control reviews were conducted against the US Department of Commerce and National Institute of Standards and Technology Cybersecurity Framework to continue to gain comfort over the effectiveness of the Group’s ransomware prevention, detection and response plans. Additional ransomware detection capability rolled out to SAP/mission critical services. The Group ransomware response policy, playbook, roles and responsibilities were updated and a ransomware simulation workshop was completed with a subcommittee of the Board, members of the Group Operating Executive and relevant Group functional leads in October 2023. Rolled out phishing simulations across the Group, implemented a new firewall configuration management service and introduced a new multi- factor authentication solution for employee remote access. Continue progress on the effective integration of our IT systems and related Group monitoring controls within our recent acquisitions. The cross-functional teams involved will continue to ensure our IP is protected through appropriate IT security measures, patent applications and related control procedures. Continue to roll out our multi-factor authentication to all employees. Ongoing cybersecurity awareness will continue to be actively promoted through regular IT awareness communications, information security training and other initiatives to keep employees updated on new and emerging IT threats. This will continue in 2024 with follow up workshops and awareness sessions with the leadership team and Board representatives. Continue to execute fraud and cyber security reviews and vulnerability scans across all eCommerce sites. Glanbia plc | Annual Report and Financial Statements 2023 79 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION Principal risks and uncertainties continued Link to strategic priorities (see pages 15 to 18) Grow the core Optimise our business Disciplined capital allocation Risk trend  Increasing  Stable  Decreasing Risk Potential impact Mitigation Developments in 2023 2024 focus areas Operational/Regulatory Talent management  The ability to attract, develop, engage and retain appropriately qualified talent is critical if the Group is to continue to compete effectively. Failure to retain, attract and/or develop key talent, particularly in emerging areas of talent need, will impact our ability to deliver sustainable value for all our stakeholders. Health and safety  The risk of non-compliance with health and safety and/or building regulations resulting in injuries or a loss of capacity or closure at a major site. Health and safety risks to our people and the wider public. Reputational damage, regulatory penalties and an inability to service customer requirements due to capacity restrictions or plant closure. The Group’s purpose, vision and values are embedded across all levels of the Group through defined training programmes. A remuneration policy is in place with clear links to our strategic objectives. This policy includes a balanced approach to short and long-term incentives and is aimed at mitigating weak performance in any one year and utilising appropriate retention tools for key individuals. Strong recruitment processes, effective human resources policies and procedures, robust succession management planning and talent management initiatives are in place. Global centres of excellence are in place for a number of functions including talent acquisition, learning & development and total reward. Our smart working hybrid model continues to operate effectively across the Group. An ESG Board subcommittee is in place and a member of the Group Operating Executive is responsible for overseeing health and safety related performance. The Group Operating Executive monitor the progress of our key health and safety, food safety and quality and environmental objectives. This review is focused on the effectiveness of the framework, adherence to Group policies and objectives and timely implementation of corrective actions. All sites are subject to regular health and safety audits by the relevant government bodies and external assurance providers. The Group monitors overall safety and loss prevention performance through the independently assessed GRMS programme. This enables a unified approach to identifying, mitigating, and engaging the workforce in continual improvement activities, while allowing tailored training based on people’s roles. Dedicated health and safety officers are in place across core segments. Supply chain  The risk that ongoing geopolitical tensions, evolving on-farm environmental requirements and/or heightened inflation create significant headwinds for the business resulting in prolonged supply chain disruptions. Product safety and compliance  A breakdown in control processes may result in contamination of products leading to a breach of existing food safety legislation and potential consumer or employee illness. A significant geopolitical or pandemic event could result in supply chain constraints, inflationary impacts and/ or negative impacts on our international sales channels. Milk availability and pricing can vary from quarter-to-quarter and year-to-year with resulting impacts on production levels and input costs. This can be exacerbated by greater-than-expected inflationary impact. Appropriate short-term safety stocks are in place for our core raw materials and detailed monitoring of raw material delay risks is in place with alternative sources of supply identified if required. Management aim to achieve a broad geographic spread for our supplier base and other functional ingredient options. Dairy activities in our joint venture operations include established, robust business models to manage this risk. Our milk and procurement strategy teams work proactively with the US patron supplier base to ensure the business remains competitive in its supplier offerings to underpin long-term sustainable supply including the provision of non-pricing value- added initiatives. 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 global reporting tool and core Glanbia Quality Standards (“GQS”) programme continues to be in place. Considerable focus is placed on ensuring suitably qualified and experienced staff are employed within the Group. New regulatory requirements and emerging issues are captured with appropriate team training provided where necessary. A global Quality and Food Safety regulatory review was completed to identify and address any opportunities for improvement in this area. Management ensure that appropriate product liability insurance is maintained. 80 Glanbia plc | Annual Report and Financial Statements 2023 Continued the implementation of Grow@Glanbia, the Group’s multi-year Continuing the successful execution of our people strategy which aims HR transformation programme designed to support a future-ready, people to sustain a high-performing, values driven and respectful culture with a centred organisation and high-performance culture. diversity and inclusion focus. The People Success Organisation is now operating through a centralised DE&I targets are included in senior leader incentives. To assist target delivery, team which supports employees and managers in our major markets and the Group is formally measuring female management representation with enables our wider HR teams to focus more strategically. Effective management focus ensured the impacts of a competitive labour particular focus on hiring and retention. Through engagement surveys, employee attitudes toward DE&I measures will continue to be monitored. market were carefully navigated. Monitoring the evolving talent retention risks driven by inflationary pressures Continued investment in building an actively inclusive culture, growing gender and racial representation and creating more equitable work practices and benefits. The Group offers a range of best-in-class tailored programmes which include Leading the Future, Leading to Accelerate for emerging female leaders, and Leading the Glanbia Way that are all aligned to our leadership capability model. and remote working options. Continuing to focus on the protection of our employees by engaging in wellbeing and employee communication programmes to support the Group’s smart working hybrid models. Continued progress in our mission towards ‘Zero Harm’ and other health and The Group HR and operational teams will continue to ensure ongoing safety initiatives during the year as outlined on page 31. Glanbia had zero surveillance and support across the Group to maintain business continuity fatalities or critical work related injuries during the year. and employee engagement and welfare programmes including: Continued close monitoring of our accident rates with a clear focus on • Sustaining operations in line with local geographical restrictions. driving effective root cause analysis across the Group. Risk assessment methods and leading indicators (“near miss” reporting) in place to help drive sustainable improvement at site level. Standardised Group Health and Safety, and Quality and Food Safety KPIs in place aligned to industry benchmarks. Automated Health and Safety KPI reporting is now circulated to the Group Operating Executives and relevant VP roles. • Ensuring clearly communicated site health and safety policies and procedures are in place. • Monitoring evolving regulations and working to ensure compliance with the ESRS Health and Safety reporting requirements. • • Implementing the Group’s health and safety policies and procedures in all new acquisitions will continue to be a core focus. Implementing effective corrective actions to address any improvement opportunities identified. Significant management effort continued to be deployed to prevent supply The impact of price increases across our brand portfolio, which may disrupt Constant review of future supply, demand and expected pricing of raw materials through building relationships with suppliers. The Group’s drive revenue growth. whey price volatility exposures stabilised with strategic pricing initiatives Ongoing engagement with our supply base to ensure sustainability of supply undertaken by management. at a level of pricing that is both commercial and competitive. New commercial terms associated with our US joint venture were agreed as Continuing to monitor the potential impacts of geopolitical tensions, the ESG demand due to price elasticity, will continue to be monitored. Any potential price increases will be managed against the Group’s ambition to continue to chain disruptions. outlined on page 97. regulatory landscape and heightened inflation, particularly in relation to the import of key raw materials and/or negative impacts on our international sales channels. Effective action will be taken where required. Robust quality and auditing standards continue to be maintained with Maintaining standards as we integrate new acquisitions and optimise routine ESG and Audit Committee reporting. A new Food Safety Auditing our supply chain globally by encompassing a mix of owned and contract programme was rolled out in 2023 to supplement existing programmes. manufacturer facilities. Invested significant management time in ensuring effective oversight of The Food Safety Auditing programme will continue to be embedded in 2024 third-party manufacturing qualifications and ongoing compliance with where audit follow-ups will be a key focus. Glanbia’s food safety performance standards. Ensuring all sites achieve or maintain a globally recognised food safety Critical incident trends continue to be closely monitored to ensure effective certification in 2024. root cause analysis and implementation of appropriate corrective and preventive actions from previous incidents. Working to continuously improve our operations, particularly in the servicing of higher risk product sectors, while reducing our environmental impacts in a Each of our manufacturing sites are audited on an annual basis with cost effective and sustainable manner. internationally recognised audit schemes such as GFSI and NSF. All Glanbia sites have maintained compliant or above audit scores. Risk Potential impact Mitigation Developments in 2023 2024 focus areas Operational/Regulatory Talent management  The ability to attract, develop, engage and retain appropriately qualified talent is critical if the Group is to continue to compete effectively. Failure to retain, attract and/or develop key talent, particularly in emerging areas of talent need, will impact our ability to deliver sustainable value for all our stakeholders. The Group’s purpose, vision and values are embedded across all levels of the Group through defined training programmes. A remuneration policy is in place with clear links to our strategic objectives. This policy includes a balanced approach to short and long-term incentives and is aimed at mitigating weak performance in any one year and utilising appropriate retention tools for key individuals. Strong recruitment processes, effective human resources policies and procedures, robust succession management planning and talent management initiatives are in place. Global centres of excellence are in place for a number of functions including talent acquisition, learning & development and total reward. across the Group. Our smart working hybrid model continues to operate effectively implementation of corrective actions. All sites are subject to regular health and safety audits by the relevant government bodies and external assurance providers. The Group monitors overall safety and loss prevention performance through the independently assessed GRMS programme. This enables a unified approach to identifying, mitigating, and engaging the workforce in continual improvement activities, while allowing tailored training based on people’s roles. Dedicated health and safety officers are in place across core segments. Health and safety  The risk of non-compliance with health and safety and/or building regulations resulting in injuries or a loss of capacity or closure at a major site. Health and safety risks to our people An ESG Board subcommittee is in place and a member of the and the wider public. Group Operating Executive is responsible for overseeing health and Reputational damage, regulatory safety related performance. penalties and an inability to service The Group Operating Executive monitor the progress of our key customer requirements due to capacity restrictions or plant health and safety, food safety and quality and environmental objectives. This review is focused on the effectiveness of the closure. framework, adherence to Group policies and objectives and timely Supply chain  The risk that ongoing geopolitical tensions, evolving on-farm environmental requirements and/or heightened inflation create significant headwinds for the business resulting in prolonged supply chain disruptions. Product safety and compliance  A breakdown in control processes may result in contamination of products leading to a breach of existing food safety legislation and potential consumer or employee illness. A significant geopolitical or pandemic event could result in supply chain constraints, inflationary impacts and/ or negative impacts on our international sales channels. Milk availability and pricing can vary from quarter-to-quarter and year-to-year with resulting impacts on production levels and input costs. This can be exacerbated by greater-than-expected inflationary impact. Appropriate short-term safety stocks are in place for our core raw materials and detailed monitoring of raw material delay risks is in place with alternative sources of supply identified if required. Management aim to achieve a broad geographic spread for our supplier base and other functional ingredient options. Dairy activities in our joint venture operations include established, robust business models to manage this risk. Our milk and procurement strategy teams work proactively with the US patron supplier base to ensure the business remains competitive in its supplier offerings to underpin long-term sustainable supply including the provision of non-pricing value- added initiatives. Reputational damage, regulatory The global reporting tool and core Glanbia Quality Standards penalties or restrictions, product (“GQS”) programme continues to be in place. 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. Considerable focus is placed on ensuring suitably qualified and experienced staff are employed within the Group. New regulatory requirements and emerging issues are captured with appropriate team training provided where necessary. A global Quality and Food Safety regulatory review was completed to identify and address any opportunities for improvement in this Management ensure that appropriate product liability insurance is area. maintained. Continued the implementation of Grow@Glanbia, the Group’s multi-year HR transformation programme designed to support a future-ready, people centred organisation and high-performance culture. Continuing the successful execution of our people strategy which aims to sustain a high-performing, values driven and respectful culture with a diversity and inclusion focus. The People Success Organisation is now operating through a centralised team which supports employees and managers in our major markets and enables our wider HR teams to focus more strategically. Effective management focus ensured the impacts of a competitive labour market were carefully navigated. Continued investment in building an actively inclusive culture, growing gender and racial representation and creating more equitable work practices and benefits. The Group offers a range of best-in-class tailored programmes which include Leading the Future, Leading to Accelerate for emerging female leaders, and Leading the Glanbia Way that are all aligned to our leadership capability model. DE&I targets are included in senior leader incentives. To assist target delivery, the Group is formally measuring female management representation with particular focus on hiring and retention. Through engagement surveys, employee attitudes toward DE&I measures will continue to be monitored. Monitoring the evolving talent retention risks driven by inflationary pressures and remote working options. Continuing to focus on the protection of our employees by engaging in wellbeing and employee communication programmes to support the Group’s smart working hybrid models. Continued progress in our mission towards ‘Zero Harm’ and other health and safety initiatives during the year as outlined on page 31. Glanbia had zero fatalities or critical work related injuries during the year. The Group HR and operational teams will continue to ensure ongoing surveillance and support across the Group to maintain business continuity and employee engagement and welfare programmes including: Continued close monitoring of our accident rates with a clear focus on driving effective root cause analysis across the Group. Risk assessment methods and leading indicators (“near miss” reporting) in place to help drive sustainable improvement at site level. Standardised Group Health and Safety, and Quality and Food Safety KPIs in place aligned to industry benchmarks. Automated Health and Safety KPI reporting is now circulated to the Group Operating Executives and relevant VP roles. • Sustaining operations in line with local geographical restrictions. • Ensuring clearly communicated site health and safety policies and procedures are in place. • Monitoring evolving regulations and working to ensure compliance with the ESRS Health and Safety reporting requirements. • • Implementing the Group’s health and safety policies and procedures in all new acquisitions will continue to be a core focus. Implementing effective corrective actions to address any improvement opportunities identified. Significant management effort continued to be deployed to prevent supply chain disruptions. Constant review of future supply, demand and expected pricing of raw materials through building relationships with suppliers. The Group’s whey price volatility exposures stabilised with strategic pricing initiatives undertaken by management. New commercial terms associated with our US joint venture were agreed as outlined on page 97. The impact of price increases across our brand portfolio, which may disrupt demand due to price elasticity, will continue to be monitored. Any potential price increases will be managed against the Group’s ambition to continue to drive revenue growth. Ongoing engagement with our supply base to ensure sustainability of supply at a level of pricing that is both commercial and competitive. Continuing to monitor the potential impacts of geopolitical tensions, the ESG regulatory landscape and heightened inflation, particularly in relation to the import of key raw materials and/or negative impacts on our international sales channels. Effective action will be taken where required. Robust quality and auditing standards continue to be maintained with routine ESG and Audit Committee reporting. A new Food Safety Auditing programme was rolled out in 2023 to supplement existing programmes. Maintaining standards as we integrate new acquisitions and optimise our supply chain globally by encompassing a mix of owned and contract manufacturer facilities. Invested significant management time in ensuring effective oversight of third-party manufacturing qualifications and ongoing compliance with Glanbia’s food safety performance standards. Critical incident trends continue to be closely monitored to ensure effective root cause analysis and implementation of appropriate corrective and preventive actions from previous incidents. Each of our manufacturing sites are audited on an annual basis with internationally recognised audit schemes such as GFSI and NSF. All Glanbia sites have maintained compliant or above audit scores. The Food Safety Auditing programme will continue to be embedded in 2024 where audit follow-ups will be a key focus. Ensuring all sites achieve or maintain a globally recognised food safety certification in 2024. Working to continuously improve our operations, particularly in the servicing of higher risk product sectors, while reducing our environmental impacts in a cost effective and sustainable manner. Glanbia plc | Annual Report and Financial Statements 2023 81 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION Principal risks and uncertainties continued Link to strategic priorities (see pages 15 to 18) Grow the core Optimise our business Disciplined capital allocation Risk trend  Increasing  Stable  Decreasing Risk Potential impact Mitigation Developments in 2023 2024 focus areas Operational/Regulatory continued Acquisition/Integration  The anticipated benefits of acquisitions may not be achieved if the Group fails to conduct effective due diligence, complete the transaction or properly integrate 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. The Board approves the business case and funding requirements for all significant investments and has acquisition integration processes in place to monitor the performance of acquired businesses. The Chief Corporate Development Officer and the Development Committee are in place to oversee acquisition and divestiture related activity. Acquired entity management teams are typically strengthened by the transfer of experienced Glanbia managers, which assists in increasing the efficiency of integration efforts. Mandatory post-acquisition completion and significant capital expenditure project reviews are conducted, with regular Audit Committee updates. The Group completed the sale of its shareholdings in its Glanbia Cheese The Board will continue to review the Group’s overall portfolio as part Limited and Glanbia Cheese EU Limited (collectively “Glanbia Cheese”) of its strategic review processes and will evaluate potential acquisition mozzarella joint ventures to its joint venture partner Leprino Foods Company opportunities to broaden the portfolio in this context that will drive growth in April 2023. and assist the Group in achieving its ambition. The Group also completed the divestment of Aseptic Solutions, a small US Acquisition integration and post-acquisition review processes will continue bottling facility, in March 2023. the strategic review performed. Both of the disposed businesses were deemed non-core assets arising from The Group completed the acquisition of the B2B bioactive ingredients business of PanTheryx in quarter four 2023 for an initial consideration of $45.1 million. The Audit Committee assessed the impairment review of goodwill and intangibles, including an assessment of the current global economic environment, as outlined on page 114 with no issues noted. to be monitored through Board and/or Audit Committee reviews. The continuing rollout of the Group ERP system, SAP, across all new acquisitions is seen by the Board as a key enabler in ensuring an effective and consistent control environment is maintained across the Group. The Audit Committee will continue to review the impairment testing methodology, inputs, assumptions, sensitivity analysis and results of any material businesses performing below expectations. Financial Taxation changes  The Group’s tax strategy may be impacted by legislative changes to local or international tax rules. The Group may be exposed to increased tax liabilities. The Group employs a team of tax professionals to support it in ensuring compliance with legislative requirements globally. We constructively engage with tax authorities where appropriate and we engage advisors to clarify tax legislation to ensure that we achieve compliance with relevant tax law across the jurisdictions in which we operate. The Audit Committee is routinely updated on the outcome of tax authority reviews. No material issues arose in any such reviews in recent years. The Audit Committee received a detailed management presentation Management will continue to monitor developments in international on our tax structures and controls, the status of tax audits, the ongoing tax legislation, with a focus on maintaining the Group’s compliance with management of our current operations, overview of the global tax environment and evolving tax legislation. legislative requirements, including the new requirements following the introduction of the Pillar Two model rules in Ireland and other jurisdictions Based on legislation in effect at 30 December 2023 and current financial where the Group has operations. projections, the Group does not expect to pay a material top-up tax with The Group will continue to engage external tax advisors where required to respect to its 2024 financial year (the year ending 4 January 2025). The Group clarify tax legislation to ensure that we achieve compliance with relevant is continuing to assess the impact of the Pillar II income taxes legislation on tax laws across the jurisdictions in which we operate. Proactive engagement its future financial performance. with tax authorities, when appropriate, will also continue. 82 Glanbia plc | Annual Report and Financial Statements 2023 Risk  Operational/Regulatory continued Acquisition/Integration The anticipated benefits of acquisitions may not be achieved if the Group fails to conduct effective due diligence, complete the transaction or properly integrate the acquired businesses. Financial Taxation changes  The Group’s tax strategy may be impacted by legislative changes to local or international tax rules. Potential impact Mitigation Developments in 2023 2024 focus areas Below expected performance of the acquired business and the The Board approves the business case and funding requirements for all significant investments and has acquisition integration diversion of management attention processes in place to monitor the performance of acquired to integration efforts could result in businesses. significant value destruction. The Chief Corporate Development Officer and the Development Committee are in place to oversee acquisition and divestiture related activity. Acquired entity management teams are typically strengthened by the transfer of experienced Glanbia managers, which assists in increasing the efficiency of integration efforts. Mandatory post-acquisition completion and significant capital expenditure project reviews are conducted, with regular Audit Committee updates. The Group completed the sale of its shareholdings in its Glanbia Cheese Limited and Glanbia Cheese EU Limited (collectively “Glanbia Cheese”) mozzarella joint ventures to its joint venture partner Leprino Foods Company in April 2023. The Board will continue to review the Group’s overall portfolio as part of its strategic review processes and will evaluate potential acquisition opportunities to broaden the portfolio in this context that will drive growth and assist the Group in achieving its ambition. The Group also completed the divestment of Aseptic Solutions, a small US bottling facility, in March 2023. Both of the disposed businesses were deemed non-core assets arising from the strategic review performed. The Group completed the acquisition of the B2B bioactive ingredients business of PanTheryx in quarter four 2023 for an initial consideration of $45.1 million. The Audit Committee assessed the impairment review of goodwill and intangibles, including an assessment of the current global economic environment, as outlined on page 114 with no issues noted. Acquisition integration and post-acquisition review processes will continue to be monitored through Board and/or Audit Committee reviews. The continuing rollout of the Group ERP system, SAP, across all new acquisitions is seen by the Board as a key enabler in ensuring an effective and consistent control environment is maintained across the Group. The Audit Committee will continue to review the impairment testing methodology, inputs, assumptions, sensitivity analysis and results of any material businesses performing below expectations. The Group may be exposed to The Group employs a team of tax professionals to support it in increased tax liabilities. ensuring compliance with legislative requirements globally. We constructively engage with tax authorities where appropriate and we engage advisors to clarify tax legislation to ensure that we achieve compliance with relevant tax law across the jurisdictions in which we operate. recent years. The Audit Committee is routinely updated on the outcome of tax authority reviews. No material issues arose in any such reviews in The Audit Committee received a detailed management presentation on our tax structures and controls, the status of tax audits, the ongoing management of our current operations, overview of the global tax environment and evolving tax legislation. Based on legislation in effect at 30 December 2023 and current financial projections, the Group does not expect to pay a material top-up tax with respect to its 2024 financial year (the year ending 4 January 2025). The Group is continuing to assess the impact of the Pillar II income taxes legislation on its future financial performance. Management will continue to monitor developments in international tax legislation, with a focus on maintaining the Group’s compliance with legislative requirements, including the new requirements following the introduction of the Pillar Two model rules in Ireland and other jurisdictions where the Group has operations. The Group will continue to engage external tax advisors where required to clarify tax legislation to ensure that we achieve compliance with relevant tax laws across the jurisdictions in which we operate. Proactive engagement with tax authorities, when appropriate, will also continue. Glanbia plc | Annual Report and Financial Statements 2023 83 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION Risk management continued Going concern Glanbia’s business activities, together with the main factors likely to affect its future development and performance, are described in the Strategic Report on pages 1 to 85. After due consideration and review, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for a period of at least 12 months from the date of approval of the Financial Statements. The Group therefore continues to adopt the going concern basis of accounting in preparing its Financial Statements. In reaching this conclusion the Directors have given due regard to: • Available cash resources, cash generation from operations, liquidity, borrowing facilities and related covenant requirements which taken together, provide confidence that Glanbia will be able to meet its obligations as they fall due. Further information on the Group’s bank facilities is provided in Note 25 to the Financial Statements and outlined in the Chief Financial Officer’s review on pages 40 to 45; • Glanbia’s financial risk management policies as described in Note 30 to the Financial Statements, the nature of its business activities and the factors likely to impact our operating performance and future growth; and • The general macroeconomic environment including inflation, high interest rates and the cost-of-living crisis exacerbated by the ongoing war in Ukraine, geopolitical tensions, climate change, the recoverability of trade receivables, inventory and other assets. Long-term viability statement Assessment of prospects In accordance with the Code and Listing Rule 6.1.82 (3) of Euronext Dublin Listing Rules, the Directors have assessed the viability of the Group and its ability to meet its liabilities as they fall due over a period extending to 2026. This period was chosen as it is aligned to the Group’s budget and strategy plans as approved at the Board’s strategy review session in December 2023. The Board considers this the most appropriate period to assess the Group’s prospects taking into account its current financial position, the Group’s strategy and business model and the potential impact arising from the principal risks and uncertainties. Factors considered in assessing long-term prospects include: (a) The Group’s current position • A team of talented and committed people, focused on the delivery of Group targets in line with the Group’s purpose, vision and values. • Strong market positions in the wholly- owned segments GPN and GN and a robust joint venture business model in place. • Global nutrition market trends remain positive and underpin the execution of the Group’s strategic ambition. • Key long-term customer relationships, brands with strong equity and leadership positions in ingredients. • Recent acquisition of the B2B bioactive ingredients business of PanTheryx, which is highly complementary to the capabilities in GN Nutritional Solutions. • Completion of a €100 million share buyback programme. Share buyback programmes support the Board’s confidence in the strength of the Group’s financial position. • Net debt at year end decreased by $241.3 million versus the prior year, primarily due to the strong cash generation of the Group, and the net impact of M&A activity and returns to shareholders. The net debt to adjusted EBITDA ratio remained low at 0.5 times with continuing strong cash generation. See the Chief Financial Officer’s review on pages 40 to 45 for more detail. • New commercial terms associated with our US joint venture were agreed effective January 2024, whereby Glanbia will recognise commissions earned on the sale of joint venture products. Under previous commercial terms, Glanbia recorded the gross value of revenues and corresponding cost of sales on joint venture products sold. The change in commercial terms will only impact the recognition and presentation of revenues and cost of sales from 2024 onwards, and will not have any material impact on profit. • Clear focus on and prioritisation of the development of a diverse and talented team which remains central to our strategy as outlined in the People section on pages 28 to 31. • The Group continues to invest for growth, with all key strategic capital expenditure projects on track and the acquisition of the bioactive ingredients business of PanTheryx completed in quarter four 2023. • Customer demand has sustained in GPN following the 2022 price increases to continue mitigation of input cost inflation. • Solid progress against the stated environmental, social and governance objectives as outlined in the ESG Committee report on pages 116 to 120. • Ambition to grow through both organic investment and acquisition activity within a framework of clear capital allocation priorities. (b) The Group’s strategy and business model • The Group continues to evolve as a See the Group’s business model on pages 22 to 23 and strategy on pages 15 to 18 for more detail. focused, purpose-led global nutrition company via its two growth platforms, GPN and GN, and through its strategic joint venture. • The strategic agenda progressed with the completion of the sale of Glanbia Cheese Limited and Glanbia Cheese EU Limited (collectively “Glanbia Cheese”) mozzarella joint ventures to the Group’s joint venture partner Leprino Foods Company and the divestment of Aseptic Solutions, a small non-core US bottling facility. • Clearly articulated business model with well-defined Group growth targets focused on building GPN top line growth and driving earnings to 2026 from GPN and Nutritional Solutions (“NS”). • Change in the Group’s presentation currency from euro to US dollar to reduce the potential impact of foreign exchange volatility in future reported earnings. This came into effect from 1 January 2023. (c) Principal risks related to the Group’s business See pages 76 to 83 for a detailed description of each of the Group’s principal risks, including climate change risk, related mitigation measures and 2024 focus areas. Assessment of viability The Directors’ assessment of the Group’s viability has been made with reference to the 2023 performance, the principal risks and uncertainties including emerging risks facing the Group and how these are managed within the Board’s risk appetite as detailed on pages 75 to 83. The Directors carried out a robust assessment of the consolidated financial forecast for the current year and financial projections for future years to 2026 during its strategy and budget review session in December 2023 with due consideration to the actual and potential consequences of the ongoing war in Ukraine, geopolitical tensions, 84 Glanbia plc | Annual Report and Financial Statements 2023 Conclusions Having considered these elements and the volatile global political landscape, the Board assessed the prospects and viability of the Group in accordance with the UK Corporate Governance Code requirements. The Board has a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of the assessment. The Board does not expect any reasonably anticipated geopolitical tensions, the ongoing war in Ukraine, Middle East tensions, climate change impacts or general macroeconomic condition to impact the Group’s long- term viability or ability to continue as a going concern. The Board, in considering its dividend policy for the years to 2026, believes it will have sufficient distributable reserves to pay dividends. The Board assesses the Group’s key financial metrics, liquidity position and projected cash flows before declaring interim and proposing final dividend. climate change risks and the general macroeconomic environment particularly with respect to the significant judgements and estimates made in the application of its accounting policies. The Board reviewed the assessment of the Group’s prospects made by management, including: • The development of a rigorous planning process, the outputs of which are comprised of a strategic plan, a consolidated financial forecast for the current year and financial projections for future years covering the period of the plan; • A comprehensive review of the strategic plan as part of its annual strategy review, with regular monitoring of the achievement of strategic objectives taking place at each Board meeting; • Assumptions are developed at both Group and Business Unit levels and are subject to detailed examination, challenge and sensitivity analysis by management and the Directors; • A consideration of how the impact of one or more of the principal risks and uncertainties, outlined on pages 76 to 83, could materially impact the Group’s performance, solvency or liquidity; and • The impact of climate change on the Financial Statements as outlined in Note 2. The assessment concluded that climate change is not expected to have a material impact on the viability of the Group in the short term. The material climate risk themes which will require close monitoring in the medium and long term are summarised on page 65. These considerations include external factors such as the impacts of the high levels of inflation and interest rates; lower economic growth and geopolitical tension, particularly in our key areas of operation; currency exchange rate movements, principally the USD/ euro and USD/sterling rate; increased regulations; and internal factors such as the strategic plan under-delivering; the loss of a key production site; or a major food safety or health and safety related event. These considerations also took into account additional mitigating measures available to the Group, including the ability to reduce capital expenditure and the potential availability of additional debt facilities. The Board is satisfied that sufficient financial headroom exists to address the potential negative impacts arising from the events considered. Glanbia plc | Annual Report and Financial Statements 2023 85 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONCorporate Governance Report Introduction from the Group Chairman Robust and resilient governance Donard Gaynor Group Chairman “Maintaining and promoting the highest standard of corporate governance is essential to supporting the delivery of our strategy.” 86 Glanbia plc | Annual Report and Financial Statements 2023 Dear Shareholder, On behalf of the Board, it is my pleasure to present the Corporate Governance Report for the year ended 30 December 2023. We have continued to deliver sustained growth and the Group maintains focus on continuing to deliver on and exceed our targets. Maintaining and promoting high standards of corporate governance is essential to supporting the delivery of this strategy. It is also a vital element of an effective board, whose primary role is to deliver robust corporate governance. A performance driven, purpose- led global nutrition company We are driven by healthier lifestyles and our purpose is to deliver better nutrition for every step of life’s journey. We aim to do this through focused, scalable growth and continue to progress our strategic agenda presented at our Capital Markets Day in November 2022. Leadership succession Hugh McGuire was appointed Chief Executive Officer of Glanbia, Executive Director and member of the Development Committee, effective 1 January 2024. The Board and Nomination and Governance Committee diligently planned for Siobhán Talbot’s succession, and we are delighted to have appointed a leader of Hugh’s calibre to the role. Full biographical details for Hugh McGuire can be found on page 88. Board refreshment Glanbia recognises the importance of continued Board refreshment and the benefit of appointing Directors with varied perspectives and experience. Gabriella Parisse was appointed as an Independent Non-Executive Director and member of the Development Committee effective 1 June 2023, increasing female Board membership to 46%. This follows the reduction in the representation of Tirlán Co-operative Society Limited (the “Society”) on the Board to three on 4 May 2023, when both Patsy Ahern and John Murphy retired from the Board. I thank Patsy Ahern and John Murphy sincerely for their service and commitment to the Board during their tenure. Full biographical details for Gabriella can be found on page 91. On 30 December 2023, Róisín Brennan succeeded Dan O’Connor as Senior Independent Director. I’d like to thank Dan for his significant contribution during his time as Senior Independent Director. Sustainability Sustainability remains a key focus for the Group and we continued to prioritise significant sustainability projects in 2023. We are committed to delivering better nutrition in a sustainable manner and to our ambitious Environmental Social and Governance (“ESG”) goals. Our ESG strategy is grounded on clear science- based targets and we are proud to have recently committed to the UN 2030 Agenda for Sustainable Development. We are also proud to report that our first ESG targets set in 2021 under the 2018 Long Term Incentive Plan were met in full. The Group is committed to transparent reporting of our environmental and social impact and were pleased to have published our first Global Reporting Initiative (“GRI”) sustainability report in May 2023, in accordance with the GRI standards. Further details on our sustainability strategy can be found on pages 46 to 71. Stakeholder engagement Stakeholder engagement, and understanding the views of our stakeholders, is a core part of my role as Group Chairman. During 2023, representatives of the Group held meetings with shareholders and attended a number of investor conferences in the UK, Europe and the USA. Meetings were held face-to-face where possible and included an investor event in London. Additionally, the Remuneration Committee completed a shareholder consultation process as part of the review of the remuneration policy (for the period 2024 to 2026) and engaged with proxy advisors and their feedback is reflected in the remuneration policy which was approved by the Board on 21 February 2024 and will be put to shareholders for their consideration at the 2024 AGM of the Company. These meetings provided a valuable opportunity to outline the Board’s priorities and perspectives on certain matters and to ascertain shareholders’ views on a wide range of topics such as Board composition, succession planning, our strategy, capital allocation policies and our approach to sustainability and remuneration. committed to building a safe, inclusive and diverse organisation. The Board received a number of updates during 2023 on how the Group’s culture and values are embedded and the Board is committed to fostering a supportive, inclusive and diverse culture to create a safe space for employees to be themselves at work. ‘Together We Are More’ is part of Glanbia’s Diversity, Equality and Inclusion (“DE&I”) vision that the business truly stands by. The more included we feel, the more we can achieve together. We have a robust DE&I policy with a framework for Employee Resource Groups (“ERGs”) to ensure that all employees can network, bring their true selves to work and thrive. Our ERGs play a valuable role in providing a vehicle for Glanbia to listen to employee voices and to address the needs and barriers their members may face. This year our ERGs for female, multicultural and LGBTQIA+ employees increased in members, furthered their agendas and hosted a number of inspirational speakers who bravely shared their stories, created awareness of barriers and educated many on how to be better allies to our colleagues. For more on our culture and values see pages 28 to 31 and 95, and for DE&I policies see page 30. Employee engagement Employee engagement is key to a strong internal culture. I am delighted to say that in 2023 we resumed in-person employee roadshows, bringing our leaders to meet thousands of employees at townhall- style meetings and giving us the opportunity to reconnect and exchange ideas with our people. In 2023, Glanbia conducted an employee engagement survey which highlighted an overall good performance and identified certain opportunities for improvement. 80% of the Group’s employees participated in the survey which was very encouraging. We’re listening to our people and acting on their feedback. Key areas of focus that our employees are interested in are wellbeing, communication and belonging. joined the Group Operating Executive. There were a number of changes in the Committees during 2023, which are discussed in more detail in the Nomination and Governance Committee Report on pages 121 to 125. Board review In 2023, the performance review of the Board, its Committees and individual Directors was externally facilitated by Board Excellence. The outcome of this review was positive. Further information on the external Board review process and results can be found on page 105. Looking ahead As a Board, we have a busy year ahead with a number of governance priorities. We take our legal and regulatory obligations seriously and seek to demonstrate this through consistent adherence to our obligations and by reviewing and updating our governance processes to reflect the latest developments in best practice corporate governance and to ensure continued compliance with the UK Corporate Governance Code (the “Code”) and the Irish Corporate Governance Annex (the “Irish Annex”) (together the “Codes”). The information contained in this report and the Corporate Governance Statement has been set out in a way to enable the reader to evaluate how the principles in the Codes have been applied. We are currently planning our 2024 Annual General Meeting (“AGM”) which will be held on 1 May 2024 at 11.00 a.m. at The Newpark Hotel, Castlecomer Road, Kilkenny, R95 KP63, Ireland. I encourage all shareholders to either attend the AGM personally or use their proxy vote in respect of the resolutions to be considered. This will enable us to obtain a better understanding of your views. I also welcome questions from shareholders either via our website www. glanbia.com, by e-mail at groupsecretary@ glanbia.ie or in person at the AGM. I would like to express my sincere thanks to the Board, and on behalf of the Board to our employees, colleagues and partners worldwide, without whose commitment and talents we could not continue to deliver the high standard of excellence for which Glanbia is known. Further details on how we engage with our stakeholders are set out on pages 50 to 51. For more on our employee engagement see pages 28 to 31. Culture The success of Glanbia derives from the efforts, expertise and collaboration of the people who work for the Group. The Board and senior management are Management and Committee changes Steve Yucknut succeeded Hugh McGuire as CEO of Glanbia Performance Nutrition, effective 1 January 2024 and has also Donard Gaynor Group Chairman Glanbia plc | Annual Report and Financial Statements 2023 87 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONCurrent Board of Directors and Senior Management Group Chairman, Executive Directors and Secretary Leading by example Date of appointment Board tenure / Tenure Skills and expertise Experience Donard Gaynor Group Chairman and Non-Executive Director 12 March 2013 Ten full years Hugh McGuire Chief Executive Officer and Executive Director Mark Garvey Chief Financial Officer and Executive Director 1 January 2024 12 November 2013 Five full years (over each of his terms) Ten full years Extensive knowledge of the food and beverage industry with significant commercial acumen and deep insight into international business. Extensive strategic, corporate development and acquisition experience. Strong leadership qualities acquired from a successful career within Glanbia plc. Strong background in finance and global executive management and extensive experience in the food and beverage industry. Donard Gaynor was appointed Group Chairman on 8 October 2020. Donard Gaynor retired in December 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. A Fellow of Chartered Accountants Ireland and the American Institute of Certified Public Accountants, he joined Beam, Inc. 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 PwC. Hugh McGuire was appointed as Chief Executive Officer on 1 January 2024. Hugh joined Glanbia in 2003 and previously held a range of senior leadership roles across the Group. He served as Chief Executive Officer of Glanbia’s Performance Nutrition business (“GPN”) from 2008 to 2023 where he led a period of substantial growth in the business. He has been a member of the Group Operating Executive since 2013 and previously served on the Board from June 2013 to April 2019. Prior to joining Glanbia, he worked with McKinsey & Company, Nestle and Leaf. Hugh graduated with an M.Sc. in Food Science from University College Dublin and has a Diploma in Accounting and Finance from the Association of Chartered Certified Accountants Ireland. Mark Garvey was appointed as Chief Financial Officer on 12 November 2013. Prior to joining Glanbia he held the position of Executive Vice President and Chief Financial Officer 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 US and Europe and prior to that he worked with Arthur Andersen in Ireland and the US. A Fellow of Chartered Accountants Ireland and the American Institute of Certified Public Accountants, Mark graduated from University College Dublin with a Bachelor of Commerce degree and Diploma in Professional Accounting and has an Executive MBA from Northwestern University, Illinois, USA. Key external appointments None. Director of ClonBio Group Limited None. Committee memberships DC NGC ESG RC DC DC ESG Key AC Audit Committee DC Development Committee NGC Nomination and Governance Committee ESG Environmental Social and Governance Committee RC Remuneration Committee Chair 88 Glanbia plc | Annual Report and Financial Statements 2023 Liam Hennigan Group Secretary and Head of Investor Relations 4 April 2022 One full year In-depth knowledge of the consumer goods sector, strategy, finance, restructuring, mergers, acquisitions, capital markets and communications. Liam Hennigan was appointed Group Secretary and Head of Investor Relations on 4 April 2022, having previously held the position of Group Director of Strategic Planning and Investor Relations. Liam joined the Group in 2014 as Head of Investor Relations and later took on added responsibility for Strategic Planning. Liam previously worked as a Corporate Finance Director with PwC and prior to that at Diageo plc where he worked in brand innovation and marketing procurement. Liam has lived and worked extensively in the UK, USA, Spain and Ireland. He holds a degree in Food Technology from University College Cork, as well as an MBA from IE Business School, Spain and a diploma in Accounting from the Association of Chartered Certified Accountants. None. UK Corporate Governance Code and Irish Corporate Governance Annex Statement of Compliance (the “Codes”) The Board continues to be committed to maintaining the highest standards of corporate governance. This Corporate Governance Statement describes how throughout the financial year ended 30 December 2023, Glanbia applied the principles of the Codes, and complied with the provisions of the Codes with the exception of the following explained occurrences of non-compliance. The UK Corporate Governance Code recognises that an alternative to following a provision may be justified in particular circumstances where good governance is still achieved. The rationale for these departures is explained below. Provision 11 (Composition of the Board of Directors) Provision 11 provides that at least half the Board, excluding the Chair, should be non- executive directors whom the Board considers to be independent. The Board is comprised of 13 members: the Group Chairman, two Executive Directors and ten Non-Executive Directors including three representatives nominated by the Society, with the Independent Non-Executive Directors making up 50% of the Board excluding the Group Chairman. The current Board composition reflects the relationship of the Company with the Society which is documented in the amended and restated Relationship Agreement dated 5 May 2021 between Glanbia plc and the Society. Provision 12 (Appointment of Senior Independent Director) Dan O’Connor served as Senior Independent Director from 1 May 2019 to 30 December 2023, having been appointed as an Independent Non-Executive Director on 1 December 2014. While Mr O’Connor’s tenure on the Board exceeded nine years on 1 December 2023, the Board is satisfied that he demonstrated independence of character and judgement for the entirety of his term as Senior Independent Director. Róisín Brennan, who was appointed as an Independent Non-Executive Director on 1 January 2021, succeeded Dan O’Connor as Senior Independent Director on 30 December 2023. Provision 17 (Composition of the Nomination & Governance Committee) Provision 17 provides that a majority of members of the Nomination and Governance Committee (the “Committee”) should be Independent Non-Executive Directors. Membership of the Committee comprises the Group Chairman, Róisín Brennan and Dan O’Connor. While Mr O’Connor’s tenure on the Board exceeded nine years on 1 December 2023, the Board believes that it is appropriate for him to remain a member of the Committee and Board until the 2025 AGM to facilitate ongoing Board succession planning. The Board is satisfied that he continues to demonstrate independence of character and judgement and is free from any business or other relationship that could affect his judgement. The Board will review the composition of the Committee during 2024 in order to comply with Provision 17. Provision 19 (Chairman tenure) In accordance with the Relationship Agreement between Glanbia plc and the Society, Donard Gaynor, (at the time an Independent Non-Executive Director), was appointed as the first Independent of the Society Group Chairman of the Company on 8 October 2020, having been appointed to the Board on 12 March 2013. In 2021, the Board unanimously agreed that he will continue as Group Chairman until his successor is appointed in 2025 to facilitate ongoing effective Board renewal. The Board believes that the extension of the Group Chairman’s tenure for a limited period beyond nine years is warranted in this instance to facilitate effective succession planning and the development of a diverse Board. The Group Chairman’s performance is evaluated annually and the Board is satisfied that he continues to demonstrate independence of character and judgement and is free from any business or other relationship that could affect his judgement. Provision 38 (Pension contributions) During 2023 we reviewed our workforce pension arrangements so that our Executive Directors would be aligned to the workforce rate in Ireland. From 1 January 2023, the pension contribution for the Group Managing Director and Chief Financial Officer was reduced from 26.5% and 25% of salary respectively to 12% for both. As part of our commitment to supporting the financial wellbeing of our employees, the Group has enhanced, effective 30 December 2023, its employer contribution to our Defined Contribution Scheme (the “DC Scheme”). DC Scheme members can choose to participate and Glanbia will match their contributions up to a maximum of 12% in line with the Executive Directors. Further details can be found in the Remuneration Committee Report. A description of how we have applied the principles and detailed provisions of the Codes is set out in this Corporate Governance report. Glanbia plc | Annual Report and Financial Statements 2023 89 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONCurrent Board of Directors and Senior Management continued Senior Independent Director, Non-Executive Directors Róisín Brennan Senior Independent Director and Non-Executive Director Paul Duffy Non-Executive Director Ilona Haaijer Non-Executive Director Jane Lodge Non-Executive Director Dan O’Connor Non-Executive Director Gabriella Parisse Non-Executive Director Kimberly Underhill Non-Executive Director Date of appointment 1 January 2021 Board tenure Three full years 1 March 2021 Three full years 1 August 2022 One full year 1 November 2020 1 December 2014 1 June 2023 1 August 2022 Three full years Nine full years Less than one full year One full year Skills and expertise Experience Extensive strategic and financial advisory experience across many sectors including food and fast moving consumer goods (“FMCG”). Experienced Chairman and Chief Executive Officer with extensive knowledge of the consumer and beverage industry with significant strategic and brand experience. Róisín Brennan is a former Chief Executive of IBI Corporate Finance Ltd and has over 20 years of investment banking experience, particularly advising public companies in Ireland. She brings strong strategic and financial advisory experience across many sectors including food and FMCG to the Board. Róisín is currently a Non-Executive Director of Ryanair Holdings plc, Musgrave Group plc and Dell Bank International DAC. Formerly, she was a Non-Executive Director of DCC plc from 2005 until 2016 and is also a former Non- Executive Director of Hibernia REIT plc, Wireless Group plc, Coillte DAC and The Irish Takeover Panel. A Fellow of Chartered Accountants Ireland, Róisín graduated from University College Dublin, Ireland with a Bachelor of Civil Law degree. Paul Duffy is a former Chairman and CEO of Pernod Ricard North America, a global leader in the Wine and Spirits industry. During his 25 year career with Pernod Ricard, Paul held a number of senior management positions including Chairman and CEO roles at Pernod Ricard UK, The Absolut Company (Sweden) and Irish Distillers. He served on the Pernod Ricard worldwide management executive committee. Paul is currently a director of W.A. Baxter & Sons, a United Kingdom Food Group and is a former director of Corby Spirit and Wine Limited, a leading Canadian marketer and distributor of spirits and wines listed on the Toronto Stock Exchange. Paul is a Fellow of Chartered Accountants Ireland and is a graduate of Trinity College Dublin, Ireland. Extensive and significant leadership experience of strategic development, change management, mergers and acquisitions and leading complex, global businesses in the food ingredients and consumer sectors. Ilona Haaijer is a former President and CEO of DSM Food Specialties, President of DSM Personal Care and also previously served as CEO of Bugaboo International, CEO of Philips AVENT, Vice President Corporate Strategy of Royal Philips Electronics, and as a Consultant at The Boston Consulting Group. Ilona brings significant international experience of food ingredient and consumer oriented businesses and is currently a Non-Executive Director of Corbion N.V., an Amsterdam based Euronext listed food and bio-technology company. Formerly, she was a Non-Executive Director of RPC Group plc and Royal Boskalis Westminster N.V.. Ilona graduated from the University of Groningen, Netherlands with an MA in Business Economics. In-depth knowledge of international Strong, strategic leadership business, management, corporate transactions, corporate governance and reporting gained from a successful career with Deloitte. acquired from 30 years international and financial services sector experience. Significant experience in consumer brand development, the food ingredients industry, innovation and strategic leadership of multinational businesses. Jane Lodge is a former Senior Audit Dan O’Connor is currently Chairman Gabriella is currently the President Kimberly Underhill is a former Group of Activate Capital Limited and a Director of Oriel Windfarm Limited. He is former Chairman of International Personal Finance plc and a former Non-Executive and CEO of Velcro Companies and has more than 35 years of international experience in consumer goods and business to President, Consumer Business North America of Kimberly-Clark. During her 33 year career with Kimberly-Clark, she held roles business industries. Gabriella joined within research and engineering, Director of CRH plc. Dan is a former Velcro Companies in October 2018 operations and marketing. Kimberly Partner of Deloitte with extensive knowledge and experience of international businesses in a wide range of sectors. Jane served on the Deloitte UK Board of Partners and was the UK Manufacturing Industry Lead Partner. She is currently a Non-Executive Director of TI Fluid Systems plc, FirstGroup plc and Bakkavor Group plc. She is a former Non-Executive Director of Devro plc, Sirius Minerals plc, Costain Group plc and DCC plc. A Fellow of the Institute of Chartered Accountants in England and Wales, Jane graduated from University of 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 2009 until 2010. A Fellow of Chartered Accountants Ireland. Dan graduated from University College Dublin, Ireland with a Bachelor of Commerce degree and Diploma in Birmingham, United Kingdom with a Professional Accounting. BSc in Geology. as Chief Marketing Officer and President of the Consumer division, and prior to her appointment as CEO in 2021 served as Chief Growth Officer. Prior to Velcro Companies, Gabriella served on the Executive Committee of Tate & Lyle plc, a global food ingredients business, as President of Innovation and Commercial Development, reporting to the CEO. Previously, Gabriella spent 26 years with Johnson & Johnson in a variety of global senior leadership roles. Gabriella graduated from the University of Rome, Italy with a Masters Degree in Statistics and Demographic Sciences. Extensive and significant leadership experience in US and international consumer products businesses, with particular strength in product development, marketing, portfolio management, brand-building, strategic planning and international business development. served as Global President, Kimberly-Clark Professional and as President, Consumer Europe. Kimberly is currently a Non-Executive Director of Foot Locker Inc., the global sportswear and footwear retailer listed on the New York Stock Exchange. She also serves on the Board of Trustees of Theda Care Regional Medical Centre and is a Director of The Menasha Corporation (a privately held company that is a packaging manufacturer and provider of supply chain solutions). Formerly, Kimberly chaired the Network of Executive Women and was a Director of the Food Marketing Institute. Kimberly graduated from Milwaukee School of Engineering with a MSc in Engineering Management, and Purdue University, USA with a BSc in Chemical Engineering. Key external appointments Committee memberships Non-Executive Director of Ryanair Holdings plc, Musgrave Group plc and Dell Bank International DAC. Non-Executive Director of W.A. Baxter & Sons and Chairman of Irish Children’s Museum CLG Non-Executive Director of Corbion N.V and Muziekgebouw Eindhoven (Eindhoven Concert Hall). Non-Executive Director of TI Fluid Systems plc, FirstGroup plc and Bakkavor Group plc. Chairman of Activate Capital Limited and Director of Oriel Windfarm Limited. President & CEO of Velcro Companies. Non-Executive Director of Foot Locker Inc., and a Director of The Menasha Corporation. DC NGC RC AC DC RC AC DC ESG AC DC RC DC NGC ESG DC AC DC RC 90 Glanbia plc | Annual Report and Financial Statements 2023 Róisín Brennan Paul Duffy Ilona Haaijer Senior Independent Director and Non-Executive Director Non-Executive Director Non-Executive Director Jane Lodge Non-Executive Director Dan O’Connor Non-Executive Director Gabriella Parisse Non-Executive Director Kimberly Underhill Non-Executive Director Date of appointment 1 January 2021 Board tenure Three full years 1 March 2021 Three full years 1 August 2022 One full year 1 November 2020 1 December 2014 1 June 2023 1 August 2022 Three full years Nine full years Less than one full year One full year Skills and expertise Experience Róisín Brennan is a former Chief Executive of IBI Corporate Finance Ltd and has over 20 years of investment banking experience, particularly advising public companies in Ireland. She brings strong strategic and financial advisory experience across many sectors including food and FMCG to the Board. Róisín is currently a Non-Executive Director of Ryanair Holdings plc, Musgrave Group plc and Dell Bank International DAC. Formerly, she was a Non-Executive Director of DCC plc from 2005 until 2016 and is also a former Non- Executive Director of Hibernia REIT plc, Wireless Group plc, Coillte DAC and The Irish Takeover Panel. A Fellow of Chartered Accountants Ireland, Róisín graduated from University College Dublin, Ireland with a Bachelor of Civil Law degree. Paul Duffy is a former Chairman and CEO of Pernod Ricard North America, a global leader in the Wine and Spirits industry. During his 25 year career with Pernod Ricard, Paul held a number of senior management positions including Chairman and CEO roles at Pernod Ricard UK, The Absolut Company (Sweden) and Irish Distillers. He served on the Pernod Ricard worldwide management executive committee. Paul is currently a director of W.A. Baxter & Sons, a United Kingdom Food Group and is a former director of Corby Spirit and Wine Limited, a leading Canadian marketer and distributor of spirits and wines listed on the Toronto Stock Exchange. Paul is a Fellow of Chartered Accountants Ireland and is a graduate of Trinity College Dublin, Ireland. Extensive and significant leadership experience of strategic development, change management, mergers and acquisitions and leading complex, global businesses in the food ingredients and consumer sectors. Ilona Haaijer is a former President and CEO of DSM Food Specialties, President of DSM Personal Care and also previously served as CEO of Bugaboo International, CEO of Philips AVENT, Vice President Corporate Strategy of Royal Philips Electronics, and as a Consultant at The Boston Consulting Group. Ilona brings significant international experience of food ingredient and consumer oriented businesses and is currently a Non-Executive Director of Corbion N.V., an Amsterdam based Euronext listed food and bio-technology company. Formerly, she was a Non-Executive Director of RPC Group plc and Royal Boskalis Westminster N.V.. Ilona graduated from the University of Groningen, Netherlands with an MA in Business Economics. Extensive strategic and financial advisory experience across many sectors including food and fast moving consumer goods (“FMCG”). Experienced Chairman and Chief Executive Officer with extensive knowledge of the consumer and beverage industry with significant strategic and brand experience. In-depth knowledge of international business, management, corporate transactions, corporate governance and reporting gained from a successful career with Deloitte. Strong, strategic leadership acquired from 30 years international and financial services sector experience. Significant experience in consumer brand development, the food ingredients industry, innovation and strategic leadership of multinational businesses. Jane Lodge is a former Senior Audit Partner of Deloitte with extensive knowledge and experience of international businesses in a wide range of sectors. Jane served on the Deloitte UK Board of Partners and was the UK Manufacturing Industry Lead Partner. She is currently a Non-Executive Director of TI Fluid Systems plc, FirstGroup plc and Bakkavor Group plc. She is a former Non-Executive Director of Devro plc, Sirius Minerals plc, Costain Group plc and DCC plc. A Fellow of the Institute of Chartered Accountants in England and Wales, Jane graduated from University of Birmingham, United Kingdom with a BSc in Geology. Dan O’Connor is currently Chairman of Activate Capital Limited and a Director of Oriel Windfarm Limited. He is former Chairman of International Personal Finance plc and a former Non-Executive Director of CRH plc. Dan 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 2009 until 2010. A Fellow of Chartered Accountants Ireland. Dan graduated from University College Dublin, Ireland with a Bachelor of Commerce degree and Diploma in Professional Accounting. Gabriella is currently the President and CEO of Velcro Companies and has more than 35 years of international experience in consumer goods and business to business industries. Gabriella joined Velcro Companies in October 2018 as Chief Marketing Officer and President of the Consumer division, and prior to her appointment as CEO in 2021 served as Chief Growth Officer. Prior to Velcro Companies, Gabriella served on the Executive Committee of Tate & Lyle plc, a global food ingredients business, as President of Innovation and Commercial Development, reporting to the CEO. Previously, Gabriella spent 26 years with Johnson & Johnson in a variety of global senior leadership roles. Gabriella graduated from the University of Rome, Italy with a Masters Degree in Statistics and Demographic Sciences. Extensive and significant leadership experience in US and international consumer products businesses, with particular strength in product development, marketing, portfolio management, brand-building, strategic planning and international business development. Kimberly Underhill is a former Group President, Consumer Business North America of Kimberly-Clark. During her 33 year career with Kimberly-Clark, she held roles within research and engineering, operations and marketing. Kimberly served as Global President, Kimberly-Clark Professional and as President, Consumer Europe. Kimberly is currently a Non-Executive Director of Foot Locker Inc., the global sportswear and footwear retailer listed on the New York Stock Exchange. She also serves on the Board of Trustees of Theda Care Regional Medical Centre and is a Director of The Menasha Corporation (a privately held company that is a packaging manufacturer and provider of supply chain solutions). Formerly, Kimberly chaired the Network of Executive Women and was a Director of the Food Marketing Institute. Kimberly graduated from Milwaukee School of Engineering with a MSc in Engineering Management, and Purdue University, USA with a BSc in Chemical Engineering. Key external appointments Committee memberships Non-Executive Director of Ryanair Holdings plc, Musgrave Group plc and Dell Bank International DAC. Non-Executive Director of W.A. Non-Executive Director of Baxter & Sons and Chairman of Irish Corbion N.V and Muziekgebouw Children’s Museum CLG Eindhoven (Eindhoven Concert Hall). Non-Executive Director of TI Fluid Systems plc, FirstGroup plc and Bakkavor Group plc. Chairman of Activate Capital Limited and Director of Oriel Windfarm Limited. President & CEO of Velcro Companies. Non-Executive Director of Foot Locker Inc., and a Director of The Menasha Corporation. DC NGC RC AC DC RC AC DC ESG AC DC RC DC NGC ESG DC AC DC RC Key AC Audit Committee DC Development Committee NGC Nomination and Governance Committee ESG Environmental Social and Governance Committee RC Remuneration Committee Chair Glanbia plc | Annual Report and Financial Statements 2023 91 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION Board of Directors and Senior Management continued Non-Executive Directors nominated by the Society Brendan Hayes Non-Executive Director nominated by the Society John G Murphy Non-Executive Director nominated by the Society Patrick Murphy Non-Executive Director nominated by the Society Date of appointment 2 June 2017 29 June 2010 Board tenure / Tenure 11 full years (over each of his terms) 13 full years 26 May 2011 12 full years Skills and expertise Experience Extensive knowledge of the global food and beverage industry and significant experience in the governance and strategic management of a global business gained from his tenure on the boards of Tirlán Co-operative Society Limited and Glanbia plc. Extensive knowledge of the global food and beverage industry and significant experience in the governance and strategic management of a global business gained from his tenure on the boards of Tirlán Co-operative Society Limited and Glanbia plc. Extensive knowledge of the global food and beverage industry and significant experience in the governance and strategic management of a global business gained from his tenure on the boards of Tirlán Co-operative Society Limited and Glanbia plc. Brendan Hayes farms at Ballyquinn, Carrick-on-Suir, Co. Waterford, Ireland and previously served four full years on the Board. He was appointed Vice-Chairman of Tirlán Co-operative Society Limited on 8 October 2020. Brendan has completed the Diploma in Corporate Direction in University College Cork, Ireland. John G Murphy farms at Ballinacoola, Craanford, Gorey, Co. Wexford, Ireland. John served as Group Vice-Chairman between 2 June 2017 and 8 October 2020. John was appointed Chairman of Tirlán Co-operative Society Limited on 8 October 2020. John has completed the University College Cork Diploma in Corporate Direction. Patrick Murphy farms at Smithstown, Maddoxtown, Co. Kilkenny, Ireland. Patrick served as Group Vice-Chairman until 8 October 2020 having served as Vice-Chairman for over five years over two separate terms. He is Vice- Chairman of Tirlán Co-operative Society Limited. Patrick is a Director of Farmer Business Developments plc, FBD Holdings plc and FBD Insurance plc. Key external appointments Vice-Chairman of Tirlán Co-operative Society Limited. Chairman of Tirlán Co-operative Society Limited. Vice-Chairman of Tirlán Co-operative Society Limited, Director of Farmer Business Developments plc and Non- Executive Director of FBD Holdings plc and FBD Insurance plc. Committee memberships ESG 92 Glanbia plc | Annual Report and Financial Statements 2023 Senior management, Group Operating Executive Brendan Hayes John G Murphy Patrick Murphy Non-Executive Director nominated Non-Executive Director nominated Non-Executive Director nominated Date of appointment by the Society 2 June 2017 by the Society 29 June 2010 Board tenure / Tenure 11 full years (over each of his terms) 13 full years by the Society 26 May 2011 12 full years Ian Doyle Chief Corporate Development Officer 4 January 2022 Two full years Brian Phelan CEO Glanbia Nutritionals Sue Sweem Chief Human Resources Officer Steve Yucknut CEO Glanbia Performance Nutrition 1 January 2004 1 December 2021 1 January 2024 Twenty full years Two full years Less than one year Skills and expertise Extensive knowledge of the global Extensive knowledge of the global Extensive knowledge of the global Experience Brendan Hayes farms at Ballyquinn, John G Murphy farms at food and beverage industry and significant experience in the governance and strategic food and beverage industry and significant experience in the governance and strategic food and beverage industry and significant experience in the governance and strategic management of a global business management of a global business management of a global business gained from his tenure on the boards of Tirlán Co-operative Society Limited and Glanbia plc. gained from his tenure on the boards of Tirlán Co-operative Society Limited and Glanbia plc. gained from his tenure on the boards of Tirlán Co-operative Society Limited and Glanbia plc. Carrick-on-Suir, Co. Waterford, Ireland and previously served four full years on the Board. He was appointed Vice-Chairman of Tirlán Co-operative Society Limited on 8 October 2020. Brendan has completed the Diploma in Corporate Direction in University College Cork, Ireland. Ballinacoola, Craanford, Gorey, Co. Wexford, Ireland. John served as Group Vice-Chairman between 2 June 2017 and 8 October 2020. John was appointed Chairman of Tirlán Co-operative Society Limited on 8 October 2020. John has completed the University Direction. Patrick Murphy farms at Smithstown, Maddoxtown, Co. Kilkenny, Ireland. Patrick served as Group Vice-Chairman until 8 October 2020 having served as Vice-Chairman for over five years over two separate terms. He is Vice- Chairman of Tirlán Co-operative Society Limited. Patrick is a Director plc, FBD Holdings plc and FBD Insurance plc. College Cork Diploma in Corporate of Farmer Business Developments A deep knowledge of international corporate finance with extensive experience negotiating and structuring complex acquisitions, divestitures, investments and partnerships. Experienced chief executive officer who has extensive strategic, commercial and corporate development experience. Strong leadership qualities acquired from a successful career within Glanbia. A deep knowledge of global human resources management with expertise in organisation development shaping the culture and capabilities of the business, and supporting the integration of acquisitions. Strong leadership qualities with particular experience in business transformation, operations, mergers and acquisitions and performance improvement. Extensive tenure in the food and beverage industry. Ian Doyle is Chief Corporate Development Officer and is responsible for the development and implementation of our ESG strategy and for identifying partnership, acquisition and new business opportunities globally. Prior to joining Glanbia, he was Managing Director in the North American Consumer Retail Group of Nomura Securities with responsibility for food and beverage companies. Previously Ian was based in London and was part of Lehman Brothers’ European investment banking business. He holds a degree in Business Studies and German from Trinity College Dublin, Ireland. Brian Phelan was appointed as CEO of Glanbia Nutritionals on 1 June 2013 and served as a Director of the Company between January 2013 and April 2019. Brian was previously Group Human Resources & Operations Development Director from 2004 to 2012. 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, Ireland with a Bachelor of Commerce degree and is a Fellow of Chartered Accountants Ireland. Sue Sweem is Chief Human Resources Officer and has responsibility for the strategic leadership of Group Human Resources within Glanbia. Previously, she was Chief People Officer for GPN from 2015 to 2021 and held other HR positions in GPN since joining in 2012. Prior to joining Glanbia, Sue was a HR Director at Walgreens and gained international experience while serving as Head of HR in the US for AkzoNobel, a global company based in The Netherlands. Sue holds a PhD in Organization Development from Benedictine University, a Masters degree in HR & Industrial Relations from Loyola University and a BS in Sociology from Iowa State University, USA. Steve was appointed CEO of Glanbia Performance Nutrition on 1 January 2024 having previously held the position of President, GPN Americas. Steve joined the Group in 2015 as Chief Operating Officer of GPN and in 2019 took on the added responsibility of Chief Transformation Officer of GPN. Prior to joining Glanbia, Steve spent more than 25 years with Kraft Foods, holding a number of senior management positions across a range of markets and businesses, in the areas of product supply, R&D and sustainability. He holds a Masters degree in Manufacturing from DePaul University, USA. Key external appointments Vice-Chairman of Tirlán Co-operative Society Limited. Society Limited. Chairman of Tirlán Co-operative Vice-Chairman of Tirlán Co-operative Society Limited, Director of Farmer Business Developments plc and Non- Executive Director of FBD Holdings plc and FBD Insurance plc. Committee memberships ESG None. None. None. None. Glanbia plc | Annual Report and Financial Statements 2023 93 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONCorporate Governance Report continued Board Leadership and Company Purpose The Board has an ongoing focus on stakeholder engagement to ensure we build a culture that fosters engagement and enables us to develop successful relationships with our stakeholders. As outlined on pages 50 and 51, stakeholder engagement occurs at all levels of the organisation and we work collaboratively with our customers, suppliers, shareholders and the communities in which we operate. Employee engagement Meaningful engagement with our employees is key to attracting, developing and retaining a talented, dedicated and motivated workforce which ensures the successful delivery of our strategy and achievement of our purpose. The Workforce Engagement Director, Group Chairman Donard Gaynor provides regular feedback to the Board on employee engagement activities during the year. The global survey of employees known as ‘Your Voice’ is carried out annually and its findings are reviewed by the Board. A key focus in 2023 was the development of a wellbeing strategy for our employees. A series of initiatives were launched and activities hosted to promote and prioritise positive physical and mental employee wellbeing. We have made hybrid working an integral part of our culture and our blended work model supports productivity and employee wellbeing. During the year, the Board also received regular updates on the health, safety and wellbeing of employees. Furthermore, the Workforce Engagement Director held a number of in-person meetings with a broad cross-section of employees across Ireland and the US. For more information see pages 28 to 31. Customers and consumers Maintaining a broad portfolio of consumer brands and nutritional ingredients is key for our customers and consumers. The Board regularly reviews both innovation and inorganic opportunities to enhance the Group’s portfolio and to ensure that it has sufficient depth in its portfolio to meet consumer demand. The Board is also constantly exploring new ways to meet consumers’ and customers’ needs by listening to consumers’ needs and collaborating with our customers. Furthermore, we consider customer and consumer engagement matters as part of the overall Group sustainability strategy. We also assess recommendations in respect of our brands’ positioning and focuses on household penetration, net promoter scores and consumption rates. In terms of the Group’s investment in Research & Development activities, the Board, together with management, ensures focus is given to those projects that can best meet customers’ needs and thereby enable the Group to achieve its purpose and strategic objectives in relation to revenue growth, margin expansion, return on investment and enabling the delivery of Better Nutrition in a more environmentally sustainable manner. For more information see pages 32 to 39. Shareholder engagement Effective communications with shareholders is a key priority and the Group devotes considerable time and resources each year to shareholder engagement. The Group Chairman, together with the Senior Leadership Team and Investor Relations team maintain active engagement and dialogue with the investment community and our shareholders to discuss key issues including strategy, sustainability capital allocation, remuneration and governance. There was regular dialogue with individual shareholders and the investment community during 2023 and ongoing engagement with shareholders both at in person and virtual investor conferences and roadshows, as and when necessary, as well as at the time of the release of the annual report and financial results. Details on the issues covered in those meetings and the views of shareholders are circulated to the Board regularly. A brief outline of the nature of the activities undertaken by our Investor Relations team in 2023 is set out below. 2023 Shareholder engagement First Quarter 2023 • Released the Full Year Results, along with accompanying • presentation, webcast and conference call. Investor roadshows were held following the release of formal announcements. • Media Briefings and interviews were provided on various • issues. Industry Conferences: attended key sector and investor conferences affording members of the senior management team the opportunity to engage with key investors and analysts. Second Quarter 2023 • Released the Interim Management Statement, along with accompanying presentation, webcast and conference call. • 2023 Annual General meeting. • Investor presentation made available on the Group’s website and an analyst event held in London. • The Group Chairman completed a number of shareholder engagements. Third Quarter 2023 • Released the Half Year Results, along with accompanying • presentation, webcast and conference call. Investor roadshows were held following the release of formal announcements. Fourth Quarter 2023 • Released the Interim Management Statement along with accompanying presentation, webcast and conference call. • Completed a shareholder consultation on proposed changes to the Group’s Remuneration Policy. This consultation was led by the Chair of the Remuneration Committee with feedback shared by the Remuneration Committee members and the Board. • Attended a number of investor conferences to engage with shareholders. For more information see pages 50 to 51. 94 Glanbia plc | Annual Report and Financial Statements 2023 Local communities Our vision is to have a positive social and economic impact on our communities, by promoting health and wellbeing while protecting the environment. The Board considers the maintenance of close and supportive relationships with the communities in which Glanbia operates to be of particular importance to the Group. We aim to create long-term value for the communities in which we live, work, source and sell. By ensuring we empower people, increase their access to opportunities and champion inclusion and diversity, we can help build thriving communities and strengthen our business. The Board considers local community engagements as part of the overall Group sustainability strategy. We support and receive updates on Glanbia’s involvement in local communities and charitable partnerships. For more information see pages 50 and 51. Suppliers and business partners As a Group, we are committed to excellence in food safety and quality and adhere to international standards at our manufacturing sites. We take environmental stewardship seriously, supporting our suppliers and safeguarding animal welfare and life on land. The Board, together with management, ensure that the organisation works with suppliers who provide raw materials to the required safety and quality standards, produced on a sustainable basis and with the proper regard for the fair treatment of workers across the supply chain. Our suppliers must be compliant with the regulations and social customs of the countries in which they operate. The Board receives updates on the operation of the Group procurement function and supply chain priorities and initiatives, and we continuously engage with dairy producers as part of the review of our joint venture operations. Purpose, values and culture Purpose We have a clear purpose to deliver better nutrition for every step of life’s journey. Our purpose communicates the Group’s strategic direction and intentions to our employees and wider stakeholders. Our values Glanbia has a very distinct set of values which articulate the qualities we embody and our underlying approach to doing business. Our values, which are at the heart of our business and culture, are embedded in our operational practices through the policies approved by the Board and the direct oversight and involvement of the Executive Directors. Glanbia’s values of: Customers’ champion; Performance matters; Find a better way; Winning together; and Showing Respect are the code by which the Group operates both internally and externally. Our culture Our business spans several continents, but our culture is universal. Our culture has developed from our values and is a key strength of our business. Fuelled by a positive growth mindset, Glanbia leaders inspire and empower others to maximise their performance and potential. The Board reinforces our culture and values through its decisions, strategy and conduct. The Board monitors the Group’s culture through several cultural indicators such as: • management’s attitude to risk; • health and safety data; and • compliance with the Group’s policies and procedures: – key performance indicators, including staff retention; – messages received via the Group’s whistleblowing For more information see pages 50 and 51. ‘Speak-Up’ system; Government and non-governmental organisations (NGOs) As a Board we are cognisant of the regulatory environment in which we operate. The Board engages indirectly with government, regulators, NGOs and policy makers through regular reports from the Senior Leadership Team and management. In particular, the Board has received regular briefings during the year on the macroeconomic environment, world events and emerging geopolitical trends. Management also provided the Board with an analysis of potential developments in regulation and tax policies. For more information see pages 50 and 51. – promptness of payments to suppliers; – independent assurance is sought via the internal audit function and other outsourced advisers; and – employee surveys. A key consideration during our recruitment process is a potential candidate’s ‘fit’ with our culture and values. We reinforce our culture and values during our induction programme, town halls, and monitor our employees’ ‘fit’ through performance appraisals. Our senior management teams undertake training to ensure they are supporting their teams and encouraging the behaviours which align with our culture. In addition, the Board receives regular updates from the Chief Executive Officer and Chief Human Resources Officer on the health, safety and wellbeing of employees. For more information see pages 28 to 31. Glanbia plc | Annual Report and Financial Statements 2023 95 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONCorporate Governance Report continued Board Leadership and Company Purpose continued Q&A with Donard Gaynor, Group Chairman and Director of Workforce Engagement We’re listening to our employees Donard Gaynor Group Chairman Q What is your main focus as the Board’s Workforce Engagement Director? Q Why are employee engagement sessions important to you? A As part of this role, I engage directly with employees from across the Group. This allows me to get a better insight and understanding of the views of our employees and any concerns they may have. I ensure our employees views can be considered in Board discussions and decision making. I also regularly meet with Sue Sweem, the Group’s Chief Human Resources Officer, to understand the key issues affecting our employees. In 2023, the Group was delighted to launch a Group-wide human resources information system which will assist with providing an improved employee information experience. Employee survey(s) Celebrate Wins Analyse data and share results Implement Change(s) Action Planning 96 Glanbia plc | Annual Report and Financial Statements 2023 A I really value meeting employees from different levels, functions and regions of the organisation. The sessions are open and constructive and allow me to explore trends in the survey results and share this information with the Board. It is wonderful to see our employees demonstrate passion and pride in the Company, its brands and our collaborative culture. Our employees are key to the Group’s success and it is important to me to meet face-to- face in a space where they can share their insights. Q What are some of the key themes from the 2023 “Your Voice” survey results? A Participation in the survey increased significantly in 2023 with a response rate of 80% which speaks to increased engagement within the organisation. Our employee engagement levels have continued to grow year-on-year, and we believe the reasons for these improvements have been the two-way dialogue and listening strategy we have employed. In particular, we welcomed increased engagement from our hourly workforce and received positive feedback around changes that are happening around wellbeing, hybrid working and parental leave. Our people continue to be interested in developments around career progression and continued learning which is very positive. Q What is your focus for 2024? A I hope to continue the two-way direct dialogue through my engagement sessions to ensure we are listening to our employees and that their views are communicated to the Board. I will also continue to focus on wellbeing and employee communications to support our hybrid working model. This is key to the successful execution of our people strategy which aims to maintain a high- performing, values-driven and respectful culture. For more information see page 94. 2023 Board highlights The Board is responsible for promoting the long-term sustainable success of the Group to generate value for its stakeholders and contribute to the wider society. The Board recognises that the alignment of the Group’s purpose, strategy and culture is a cornerstone of its leadership role and critical to our success. The following pages provide an overview of a range of matters that the Board considered at its meetings. These are non-exhaustive and detail the breadth of oversight provided by the Board in order to discharge responsible leadership. The Board considerations in relation to stakeholder engagement can be found on pages 50 to 51 and page 94. Key Board Considerations Strategy and performance• The Board had a strong focus on shareholder value creation and returns. • The Board continues to perform its duties and functions with the Group’s purpose of delivering ‘Better Nutrition’ front and centre of its decision making. In May 2023 the Board approved the raising of full year guidance to between 7% and 11% adjusted EPS growth constant currency, which was increased to between 12% and 15% adjusted EPS growth constant currency in August 2023 and to between 17% and 20% adjusted EPS growth constant currency in November 2023. In October 2023, the Board received detailed strategic updates from senior management. • • Further details are available on pages 15 to 21. Presentation currency change M&A activity • The Board focused on feedback from its shareholders on strategy and performance throughout the year. • The Group’s reporting currency was changed from euro to US dollar in 2023 to better align with the Group’s core markets and to reflect the fact that a significant majority of the group’s revenues are generated in US dollar. • The Board approved and completed the acquisition of the B2B bioactive ingredients business of PanTheryx, in quarter four, 2023. The acquisition complements Glanbia Nutritionals’ dairy activities and is a natural progression for the Group within this category. • The Development Committee continues to monitor the M&A market and regularly updates the Board on potential acquisition opportunities. Change in US joint venture commercial arrangements and change to EBITDA Disposal of interest in Cheese joint venture • Following an announcement on 16 August 2023, the Group has amended the commercial arrangements associated with its US joint venture. Under the new commercial terms, the Group will recognise commissions earned on the sale of joint venture products. Under previous commercial terms, the Group recorded the gross value of revenues and corresponding cost of sales on joint venture products sold. The change in commercial terms will impact the recognition and presentation of revenues and cost of sales from 2024 onwards only. In April 2023, as part of the Group’s ongoing focus on optimising its portfolio, the Board oversaw the sale of the Company’s shareholdings in its Glanbia Cheese Limited and Glanbia Cheese EU Limited (collectively “Glanbia Cheese”) mozzarella joint ventures to Leprino Foods Company, its joint venture partner in these businesses. Transition following disposal of Glanbia plc’s 40% interest in Tirlán Share buyback programmes • The Board continued to oversee a period of transition following the sale of the Company’s minority interest in Tirlán, which completed in April 2022. The Group continues to provide certain business supports to Tirlán for a defined period. • The Board continues to evolve the Group’s structure and growth strategy following the disposal and other portfolio changes. • In March 2023, the Group commenced a share buyback programme of €50 million, which was subsequently extended by a further €50 million in May 2023. The buyback programme completed on 15 September 2023. Between 1 March 2023 and 15 September 2023, Glanbia deployed €100 million, repurchasing 7,215,827 ordinary shares on Euronext Dublin at an average price of €13.86 per share. Further details are available on page 185. Further details are available on page 41. Further details are available on page 41. Further details are available on page 41. Further details are available on pages 43 and 79. Further details are available in Note 22 to the Financial Statements. Glanbia plc | Annual Report and Financial Statements 2023 97 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONCorporate Governance Report continued Board Leadership and Company Purpose continued Key Board Considerations Group sustainability strategy • The Board oversaw the publication of the Company’s first GRI Report, in accordance with the GRI standards. The report outlines the progress we are making and sets out our future commitments and action plans. • The Board approved that the Group become signatories to the UN Global Compact. This requires a voluntary pledge by member companies to operate responsibly in alignment with universal sustainability principles. Diversity, equity and inclusion (“DE&I”) • The Board is dedicated to meeting its diversity targets for Board members and senior leadership roles. • The Board focused on equipping talent acquisition with the resources to attract and source under-represented talent and educate hiring managers on inclusive hiring practices. • The Board rolled out a revised Code of Conduct training for employees. • The Board placed an increased emphasis on employee engagement, awareness and impact. Capital investment • Glanbia’s total investment in capital expenditure (tangible and intangible Site visits Cybercrime prevention and security programme Dividend payments assets) was $74.2 million (2022: $72.5 million). Strategic investment totalled $51.7 million. Key strategic projects included IT investments, business integrations and ongoing capacity enhancement to drive further efficiencies in operations and new process technologies in Glanbia Nutritionals, nutritional solutions business. The Board is focused on cash generation, disciplined financial management, accretive M&A and balancing investment and return of capital to shareholders. • • It has been the Board’s practice to hold a number of site visits at some of our key locations each year in order to provide Directors with the opportunity to meet local teams, see operations on the ground and have presentations on current operations, projects and future plans. In June 2023 the Board met in Illinois, US which provided an opportunity to meet with local leadership, develop a deeper understanding of the Group’s customers and the US market. The Board also visited the Group’s PacMoore ingredients site which was acquired in 2021. • A subcommittee of the Board conducted a review of the Group’s IT organisation and services, cyber security and anti-fraud controls. • This included a review of the protocols the Group would follow in the event of an attack, based on a protect, detect, respond and recover model. • Management response simulation testing was performed to assess the completeness of protocols and internal capabilities. • Email phishing simulation exercises were conducted with the wider workforce to raise awareness in this area. • The Board is recommending a final dividend of 21.21 €cent per share (FY 2022: 19.28 €cent per share) which brings the total dividend for the year to 35.43 €cent per share, representing an increase of 10% for the prior year. The final dividend will be paid on 3 May 2024 to shareholders on the register of members as at 22 March 2024. This reflects our continued strong performance and our commitment to a progressive dividend policy. Further details are available on pages 49 to 71. Further details are available on pages 28 to 31. Further details are available on page 44. Further details are available on page 103. Further details are available on pages 78 and 79. Further details are available on page 45. CEO succession • The Nomination and Governance Committee, together with the support of the Board, oversaw the selection process for the Group’s new CEO, Hugh McGuire, supported by an independent executive search firm. Further details are available on page 123. Board renewal • Gabriella Parisse was appointed as an Independent Non-Executive Director on 1 June 2023. • Patsy Ahern and John Murphy retired from the Board on 4 May 2023. • Róisín Brennan was appointed Senior Independent Director, effective 30 December 2023. • Dan O’Connor replaced Donard Gaynor as Chair of the ESG Committee on 30 December 2023. • Mark Garvey replaced Siobhan Talbot on the ESG Committee on 30 December 2023. Board biographical details are available on pages 88 to 92. 98 Glanbia plc | Annual Report and Financial Statements 2023 Key Board Considerations Governance • The Board received recommendations from committees on key policies and matters reviewed in depth by committees for Board decision. Directors’ Remuneration Policy 2024-2026 • During 2023 the Remuneration Committee completed a review of the Directors’ Remuneration Policy. This will be put to shareholders for their consideration at the 2024 Annual General Meeting of the Company. Employee benefits • The Group introduced enhanced leave policies to support and prioritise External Board review the wellbeing of our employees. • The Group reviewed its employee pension arrangements and increased its employer contribution to its Defined Contribution Scheme. This allows scheme members to make enhanced contributions which will be matched by Glanbia up to a maximum of 12% of salary. • The Board engaged Board Excellence to conduct a comprehensive and externally facilitated review in 2023, in line with our agreed triennial cycle. The review was interview based and included observation of meetings. Further details are available on pages 86 to 108. Further details are available on pages 130 to 136. Further details are available on pages 28 to 30. Further details are available on page 105. Meeting attendance for the Board and Committees established under the UK Corporate Governance Code Director D Gaynor S Talbot1 P Ahern2 R Brennan P Duffy M Garvey I Haaijer B Hayes J Lodge JG Murphy J Murphy2 P Murphy D O’Connor G Parisse3 K Underhill Years on the Board Scheduled Board Meetings Audit Committee Nomination and Governance Committee 10 14 7 3 3 10 1 11 3 13 2 12 9 less than 1 1 8/8 8/8 2/2 8/8 8/8 8/8 8/8 8/8 8/8 8/8 2/2 8/8 8/8 5/5 8/8 8/8 8/8 8/8 8/8 5/5 5/5 5/5 Remuneration Committee 12/12 12/12 12/12 12/12 11/12 S Talbot retired from the Board on 31 December 2023 1 2 P Ahern and J Murphy retired from the Board on 4 May 2023 3 G Parisse was appointed to the Board on 1 June 2023 Glanbia plc | Annual Report and Financial Statements 2023 99 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONCorporate Governance Report continued Corporate governance framework A description of the Governance Framework as at 30 December 2023 is set out below. Board of Directors The Board is collectively responsible for establishing the Group’s purpose, values and strategy, promoting its culture, overseeing its conduct and affairs, and for ensuring that the Group provides its stakeholders with a balanced assessment of the Group’s position and prospects. It discharges some of its responsibilities directly and others through its Committee framework, the Group Operating Executive and Group Senior Leadership Team. Audit Committee Key activities: review of Annual Report and Financial Statements and statutory Auditor’s independence and fees, internal controls, risk management systems, post- acquisition reviews and the effectiveness of the Group Internal Audit and Group Finance functions. Board Nomination and Governance Committee Key activities: making recommendations on appointments to the Board (including the Group Chairman), senior management 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 remain in line with best practice. ESG Committee Key activities: oversight of the Group’s ESG programme and sustainability strategy, monitors and reviews Diversity, Equity and Inclusion policy and strategy, monitoring progress against key performance indicators and external ESG index results, overseeing progress on ESG commitments and targets and monitoring and reviewing the Group’s quality, health and safety (“QHS”) performance to support continuous improvement and transparency regarding the Group’s QHS performance. Development Committee Key activities: assist the Board in assessing new corporate development opportunities. Remuneration Committee Key activities: review of Executive Directors’ salaries and benefits, approval of annual incentive targets, long-term incentive share awards, review of Non- Executive Directors’ fees and compliance with the relevant codes. Group Management CEO Group Operating Executive This group is comprised of the two Executive Directors, the CEO of GPN, the CEO of GN, the Chief Human Resources Officer and the Chief Corporate Development Officer. Key activities: monitoring performance and making strategic recommendations to the Board. Group Senior Leadership Team This team includes the Group Operating Executive and the Group’s senior business and functional leaders. Key activities: to create alignment and drive delivery of the Group’s business plans. The Disclosure Committee is in place to oversee the timely and accurate disclosure of all information required to be so disclosed by the Company to meet the legal and regulatory obligations required by its stock exchange listings. It also continues to assist in the design, implementation and periodic evaluation of disclosure controls and procedures. The current Disclosure Committee comprises of the Chief Executive Officer, the Chief Financial Officer, the Group Secretary and Head of Investor Relations and the Group Financial Controller. The following are the key matters reserved for the Board: • Approval of the Group’s strategic plan, oversight of the Group’s operations and review of performance in light of the Group’s strategy, objectives, business plans and budgets, ensuring that any necessary corrective/transformative action is taken; • Ultimate oversight of risk, including determining the Group’s risk profile and risk appetite; for shareholders to assess the Group’s position, performance, business model and strategy; • Assessment of the Group’s viability and ability to continue as a going concern; • Capital expenditure, including annual approval of capital expenditure budgets and any material changes to them in line with the Group-wide policy on capital expenditure; • Review the performance of the Group in light of its strategic aims, business plans and budgets and ensuring that any necessary corrective action is taken, if required; • Dividend policy, including annual review of the dividend policy and declaration of the interim dividend and recommendation of the final dividend; • Approval of acquisitions, disposals, share buybacks and other • Review of the Group’s overall corporate governance transactions outside delegated limits; arrangements; • 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; • Appointment and removal of Directors; • Ensuring the Annual Report and Financial Statements present a fair, balanced and understandable assessment of the Group’s position and prospects and provides the information necessary • Considering the views of shareholders and ensuring a satisfactory dialogue with shareholders based on the mutual understanding of objectives; • Formal review of the performance of the Board, its Committees and individual Directors; • Shareholder documentation, including approval of resolutions and corresponding documentation to be put to the shareholders and approval of all press releases concerning matters decided by the Board; and • Key business policies. 100 Glanbia plc | Annual Report and Financial Statements 2023 Experience and skills of the Non-Executive Directors Food and beverage industry Leadership and management  Finance Strategic planning Brand experience Change management Corporate transactions Corporate governance International business development ESG Donard Gaynor Róisín Brennan Paul Duffy Ilona Haaijer Brendan Hayes Jane Lodge John G Murphy Patrick Murphy Dan O’Connor Gabriella Parisse Kimberly Underhill Division of Responsibilities Board responsibilities To ensure that the Group operates efficiently and effectively, the Directors, the Group Secretary and Head of Investor Relations and the Group Operating Executive have clearly defined responsibilities which are set out below. Group Chairman • Leads the Board, sets the agenda and promotes a culture of Non-Executive Directors • Provide independent insight and support to the Group open debate between Executive and Non-Executive Directors and promotes the highest standards of corporate governance. Chairman in instilling the appropriate culture, values and behaviours in the Group. • Regularly meets with the Chief Executive Officer and other senior management to stay informed. • Ensures effective communication with our stakeholders. Chief Executive Officer • Develops and implements strategy and chairs the Group Operating Executive. • Leads the Group through the Group Operating Executive. • Instils purpose, vision and value standards throughout the organisation. Senior Independent Director • Provides a sounding board to the Group Chairman and appraises his performance. • Acts as intermediary for other Directors, if needed. • Is available to respond to shareholder concerns when contact through the normal channels is inappropriate. Chief Financial Officer • Manages the effectiveness and profitability of the Group including financial and operational risk management. • Develops appropriate capital and corporate structures to ensure the Group’s strategy is met. Group Operating Executive • With the Chief Executive Officer, develops and executes the Group’s strategy in line with the policies and objectives agreed by the Board. • Manages operational effectiveness and profitability of the Group. • Operates as the Group Risk Committee and Group Investment Committee. • Contribute to developing strategy. • Scrutinise and constructively challenge the performance of the business, management and individual Executive Directors. • Monitor the integrity of financial information and ensures that there are robust financial controls and systems of risk management. • Determine and agree the framework and policy for executive remuneration. • Oversee Director succession planning. Group Secretary and Head of Investor Relations • Monitors the Group’s compliance with legal, regulatory, governance, ethics, policy and procedural matters. • Ensures the Group is appropriately and strategically • positioned with analysts, investors, and all stakeholders. In conjunction with the Group Chairman, ensures that the Directors receive timely and clear information so that the Directors are equipped for robust debate and informed decision making. • Supports the Group Chairman by organising induction and training programmes for Directors. • Provides support and guidance to the Board and the Group Chairman, and acts as an intermediary for Non-Executive Directors. • Responsibility for all results publications and investor engagement. Glanbia plc | Annual Report and Financial Statements 2023 101 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONCorporate Governance Report continued Composition, succession and review Composition, succession and review The Board has a clear governance framework with defined responsibilities and accountabilities which ensures that policies and procedures set at Board level are effectively communicated across the whole Group. The Board has established certain principal Committees to assist it in fulfilling its oversight responsibilities, providing detailed focus on particular areas as set out in the respective Committee Reports that follow. The Committees focus on their areas of expertise enabling the Board to focus on strategy, performance, leadership and people, governance and risk, and stakeholder engagement, thereby making the best use of the Board’s time together as a whole. The Committee Chairs report to the full Board at each Board meeting following their sessions, ensuring a good communication flow while retaining the ability to escalate matters to the full Board’s agenda if appropriate. Information for the Board The Group Chairman, with the assistance of the Chief Executive Officer and the Group Secretary and Head of Investor Relations, is responsible for ensuring that Directors are supplied with information in a timely manner and of an appropriate quality that enables them to discharge their duties. Board papers are published typically seven days prior to each meeting to ensure the Board has sufficient time to read the papers and presentations and be prepared in advance of the meeting. In the normal course of business, such information is provided by the Chief Executive Officer 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. The Board meets sufficiently frequently to discharge its duties, and holds additional unscheduled meetings when required, for example to discuss a strategic growth opportunity if it arises or deal with a specific matter of business. Each scheduled Board meeting follows a carefully tailored agenda agreed in advance by the Group Chairman, the Chief Executive Officer and the Group Secretary and Head of Investor Relations. At each scheduled Board meeting, the Chief Executive Officer, the Chief Financial Officer and CEOs of the Group’s two global growth platforms, GPN and GN, provide detailed operational and financial updates. Depending on the nature of the agenda item 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. Throughout the year the Chairs of the Audit, ESG, Nomination and Governance, Remuneration and Development Committees updated the Board on the proceedings of their meetings, including the key discussion points and any particular areas of concern. All Directors have access to the advice and services of the Group Secretary and Head of Investor Relations, who is responsible for advising the Board on all governance matters. The Directors also have access to independent professional advice, if required, provided by the Group. This is coordinated through the Group Secretary and Head of Investor Relations. Board and Committee meetings are held in person, usually in Kilkenny or Dublin, with the option for Directors to attend remotely if necessary. In the event that a Director is unable to attend a meeting, they are given an opportunity to make their views known to the Chair or the Chief Executive Officer prior to the meeting. 102 Glanbia plc | Annual Report and Financial Statements 2023 Board structure The Board, who come from diverse backgrounds, ranging from corporate finance, accountancy and banking to industry (food and beverage, fast moving consumer goods and production), currently comprises 13 Directors: two Executive Directors, the Group Chairman and 10 Non-Executive Directors of whom three are currently nominated by the Society. On 23 February 2021, the Society and the Board agreed a number of changes which impacted the composition and size of the Board between 2021 to 2023 and which resulted in a gradual reduction in the number of Directors nominated by the Society from five in 2022 to three in 2023. The Board reduced in size from 14 members in 2022 to 13 members in 2023. Two Directors nominated by the Society retired at the 2023 AGM and an additional Independent Non- Executive Director was appointed in 2023, bringing the number of Independent Non-Executive Directors on the Board, excluding the Group Chairman, at the end of the year, to 6 of 12 (50% of the Board). Appointments to the Board: policy, diversity and succession planning Having regard to the right of the Society to nominate Directors to the Board, the Nomination and Governance Committee keeps the Board’s balance of skills, knowledge, experience and the tenure of Directors under continuous review. During 2018, the Board approved a Board Diversity Policy which recognises the benefits of diversity. This was updated in early 2022 to reflect that the Group has agreed that as new Director appointments are made, the target is that a minimum of 50% of the Independent (of the “Society”) Non-Executive Directors will be female. The Group progressed this in 2023 with its most recent Independent Non-Executive Director appointed being female. As at 30 December 2023, females represented over 60% of the Independent (of the “Society”) Non-Executive Directors and 46% of the full Board. As at the date of this report, females represent over 60% of the Independent (of the “Society”) Non-Executive Directors and 38% of the full Board. In respect of succession planning and maintaining the skill set of the Board, there is an established procedure for the appointment of new Directors and Senior Executives. The Nomination and Governance Committee considers the set of skills and experience required as well as the Company’s targets on Board diversity. External search agencies are engaged to assist where appropriate. The Company also has a formal policy with respect to the appointment of new Independent Non-Executive Directors (other than those nominated by the Society). Further information on appointments to the Board and succession planning can be found on pages 121 to 125. Induction The Company puts full, formal and tailored induction programmes in place for all of its new Directors. While Directors’ backgrounds and experience are taken into account, the induction programme is aimed to be a broad introduction to the Group’s businesses and its areas of significant risk. Directors receive comprehensive briefing documents on the Group, its operations and their duties as a Director and are also given presentations by senior management. In addition, they are encouraged to visit sites and meet with local management. Induction programmes are usually completed within the first six months of a Director’s appointment and the Group Secretary and Head of Investor Relations provides assistance and support throughout the induction process. The programmes are reviewed regularly to consider Directors’ feedback and are continually updated in line with best practice. Gabriella Parisse joined the Board on 1 June 2023 and received an extensive and thorough induction involving one-to-one meetings with the Group Chairman, the then Group Managing Director, the Chief Financial Officer and other members of senior management from various Group functions including Group Finance, Group Treasury, Group Tax, Group HR and Group IT. In June 2023, Gabriella met with each member of the Group Operating Executive team as part of her induction process and visited a number of the Group’s manufacturing plants in the US and met with US based senior leaders within GPN and GN. Board development The Group Chairman regularly encourages the Non-Executive Directors to update their skills, expertise and knowledge of the Group in order to carry out their responsibilities to a high standard. This is achieved by regular presentations at Board meetings from senior management on matters of significance. During the year the Board and Committees received presentations from the Group Chairman, the Executive Directors, the Chairs of each of the Committees, the CEOs of both GPN and GN and heads of the various Business Units and corporate functions. In 2023, the Board undertook updated training on the Market Abuse Regulation and participated in cyber security training, delivered by an external agency with significant experience in the area. In addition to the induction programme that all Directors undertake on joining the Board, an ongoing programme of Director development has been established. For example, it is the practice of the Board to visit key Business Unit locations each year to provide Directors with the opportunity to meet local teams, see operations on the ground and have presentations on current operations, projects, future plans and strategy. Opportunities to visit our operations globally and learn more about the business continues to be very important and valuable for the Board, and for new Board members in particular, as they provide our Directors with the opportunity to understand operations, performance and challenges in a regional context. Board members also get the opportunity to meet with local employees in different roles at different levels of seniority and from varying backgrounds. In 2023, the Board met with leadership teams from the GPN and GN segments and visited key channels of GPN. The Board also toured a GN production facility in the US in June 2023. This aspect of Board visits provides real insight into the culture and operation of the business. These visits also afford Directors the opportunity to meet face-to-face with regional management and employees and develop deeper insights into the quality of our current senior management and the potential for succession. It also helps the Directors to actively embed the values of Glanbia across the Group’s key locations. “My induction to the Glanbia Board has been comprehensive and informative.” Gabriella Parisse Non-Executive Director Governance in action New Director Induction Gabriella Parisse was appointed to the Board on 1 June 2023. Following her appointment, Gabriella underwent a formal induction programme which was tailored to her individual requirements and included the below induction activities. Induction activities • Provision of a detailed information pack including key corporate governance policies, Board papers, financial and strategic documents and information on Directors’ duties, responsibilities and regulatory obligations. • Meetings with all members of the Group Operating Executive. • Meetings with the Group Chairman, the Senior Independent Director and the Chairs of the Remuneration Committee and the Audit Committee. • Meetings with functional leaders on matters such as Board and corporate governance, corporate development, internal audit, strategy, investor relations, human resources and sustainability. • Meetings with business leaders of Glanbia Performance Nutrition and Glanbia Nutritionals to obtain an overview of each business. • Site visits to see first-hand the Group’s operations while engaging with employees and senior management. Glanbia plc | Annual Report and Financial Statements 2023 103 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONCorporate Governance Report continued Composition, succession and review continued The Group Secretary and Head of Investor Relations in conjunction with Glanbia’s advisers, monitor legal and governance developments and Directors are regularly provided with updates on corporate governance, legislative and regulatory issues, and an annual update is circulated and presented to the Nomination and Governance Committee. As part of their annual performance review, Directors are given the opportunity to discuss their own training and development needs and our Directors can avail of external courses. Board review A key component of good governance and board effectiveness is an annual review to ensure that the Board, its Committees and Board members are continuing to operate and perform effectively. The Group has established a formal process for the annual review of the performance of the Board and its principal Committees, including a triennial external review. The external review supplements our existing internal Board performance review processes. This year, our Board review was an external one in line with our agreed three-year cycle. An external professional reviewer, Board Excellence, was engaged, following a competitive tender process, to facilitate the external reviews of the Board and its Committees. The purpose of the external review was to provide the Board with greater insights into its performance and to identify potential opportunities to improve performance and effectiveness. Board Excellence had no connection with the Group or any of the Directors. Review process The process that was followed for the 2023 review and the conclusions of the review are set out on the opposite page. Relationship with the Society and independence Avonmore Foods plc and Waterford Foods plc merged in 1997 to form Glanbia plc, the Company. At the same time, their respective major shareholders also merged to form the Society. The Society held a substantial shareholding (over 30%) in the Company until 13 September 2022 when their holding was reduced below 30%. In accordance with Listing Rule 6.1.7 of Euronext Dublin/Listing Rule 6.5.4R of the United Kingdom Financial Conduct Authority (“FCA”), the Company and the Society entered into a relationship agreement in 2014 clarifying the right of the Society to nominate Directors to the Board of the Company and the intention of the Company and the Society to comply with the independence provisions/undertakings set out in Listing Rule 2.2.15 of Euronext Dublin and 6.5.4R of the FCA (the “Independence Provisions”). When the Society’s holding in the Company fell below 30% on 13 September 2022, the Relationship Agreement terminated in part but the provision providing for the right of the Society to appoint Non-Executive Directors remained. The Group continues on an interim basis to provide certain corporate, shared services, IT and Group purchasing services to Tirlán to allow for the complexity of separating shared support environments. The Board and the Nomination and Governance Committee is of the view that all Non-Executive Directors demonstrate the essential characteristics of independence and bring independent challenge and deliberations to the Board. Notwithstanding this, the Non-Executive Directors nominated by the Society are not counted by the Board as being independent solely for the purposes of the Codes. An explanation of the basis for this belief is set out in the Nomination and Governance Committee Report on page 125. The Group has robust procedures in relation to conflicts of interest. Directors, upon their appointment are advised of their duty to declare their conflicts and are requested to declare their general interest in any entity in which they are to be regarded as interested in any contract which may, after their appointment, be made with that entity. 104 Glanbia plc | Annual Report and Financial Statements 2023 Board review in practice Seven step Board review model Scope The Group Chairman, Group Secretary and Head of Investor Relations and Deputy Group Secretary met with Board Excellence to agree the scope and process of the review. Questionnaire Each Board member and key contributors to the Board and Committees completed a detailed online confidential questionnaire produced by Board Excellence. Review Board Excellence conducted a detailed review of the Board and Committee materials and key governance policies and procedures. Analysis Questionnaire responses were collated and analysed by Board Excellence. All responses were anonymised. Observation Board Excellence observed an in-person Board meeting and Committee meetings. Interview Board Excellence held individual meetings with each Director, the Group Secretary and Head of Investor Relations and a number of other senior leaders. Report The final review report and presentation was shared with the Board. The report contained a number of recommendations for consideration by the Board. Findings The review identified that the overall standards of corporate governance and stewardship at Glanbia are exemplary. It highlighted numerous aspects where the Board is working well, in particular, the effectiveness of the chairmanship of both the Board and the Committees, the commitment of all Directors to their responsibilities, the structure and depth of financial performance reporting and the importance given to particular aspects of risk management and cyber security. The review indicated that the Board is engaged, committed and effective in discharging its responsibilities with a collegiate and transparent culture and noted the positives from the strength of diversity on the Board. Relations with senior management allow for constructive robust challenge and meaningful debate on key issues. The Group Chairman plans to build in further opportunities to capture Board feedback throughout the year in 2024. A review of the performance and effectiveness of each of the Board’s Committees was also undertaken as part of the external review, covering their terms of reference, composition, procedures, contribution and effectiveness. All Committees enjoy a broad representation of members from across the Board, deal with appropriate matters of relevance and substantially ease the burden of specific matters or areas on the Board as a whole. The review process is also an opportunity for further evolution and development of the Board by building on the positive areas and focusing on the key recommendations to drive sustained improvement in the Board effectiveness, governance and performance. Following the presentation of the evaluation report, the Board agreed to address the following findings: – improved strategy collaboration and oversight between the Group Operating Executive and the Board; – continued focus on Board succession planning and talent development; and – further refinement of Board materials. In 2024, an internal review facilitated by the Group Chairman will be conducted, focusing on progress against the key objectives highlighted by the external review. Glanbia plc | Annual Report and Financial Statements 2023 105 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONCorporate Governance Report continued Composition, succession and review continued Individual Directors’ review Executive Directors’ variable pay is tied to their personal contribution to organisational effectiveness and as such both the Chief Executive Officer and the Chief Financial Officer are subject to rigorous review each year. The Chief Executive Officer sets the strategic performance objectives for the Chief Financial Officer and the Chief Executive Officer’s strategic objectives are set by the Group Chairman in conjunction with the Remuneration Committee. All strategic objectives are then agreed with the Remuneration Committee which monitors the Executive Directors’ progress throughout the year. More details can be found in the Remuneration Committee report. The performance of the Group Chairman is reviewed internally each year by the Board (in the absence of the Group Chairman), led by the Senior Independent Director. In 2023 the Board conducted a review of the Chairman’s performance and noted that the Group Chairman is very committed to his role and is always available to Directors and stakeholders. The Board acknowledged the Group Chairman’s understanding of the Group and his ambition to drive the business forward. Subject to the right of the Society to nominate Non-Executive Directors, the Non-Executive Directors are appointed for an initial three-year term unless otherwise terminated earlier by and at the discretion of either party upon written notice. Continuation of their appointment(s) is contingent on satisfactory performance and election or re-election at each AGM. Additionally, all new Independent Non-Executive Directors, and any re-appointments, will be subject to a rigorous review by the Nomination and Governance Committee after each three- year term and annually after six years. Election or re-election of Directors In accordance with the Code, all of the Directors are subject to annual re-election by shareholders. Accordingly, each of the Directors will seek election or re-election at the 2024 AGM. The Group Chairman has confirmed that each of the Directors who are seeking election or re-election continue to be effective members of the Board and demonstrate their commitment to their responsibilities. The Directors bring extensive senior leadership experience, strategic commercial business acumen, wide ranging operational experience and strong understanding of global capital markets and major transactions. The Board believes that the considerable and wide-ranging experience and perspective of the Directors will continue to be invaluable to the Company and its long-term sustainable success and recommends their election or re-election. Diversity representation as at 30 December 2023 The following tables set out the information required to be disclosed under Provision 23 of the Code and UK Listing Rule 9.8.6R(10) as set out in Annex 2 to UK LR 9, as at 30 December 2023. For the purposes of these tables, executive management is as defined in the Listing Rules, being the executive committee or the most senior executive or managerial management body below the Board (or where there is no such formal committee or body, the most senior level of managers reporting to the Chief Executive Officer, including the company secretary but excluding administrative and support staff). For Glanbia, this is the Group Operating Executive and the Group Secretary and Head of Investor Relations. Collection of data was done on the basis of self-reporting from each Board member and member of executive management. In accordance with the Relationship Agreement, the Society nominates 3 of the Company’s thirteen Board members. The current percentage of women on the Board (excluding the Directors nominated by the Society) is 50% (60% as at 30 December 2023). Gender identity Men Women Not specified/prefer not to say Ethnic background White British or other White (including minority-white groups) Mixed/Multiple Ethnic Groups Asian/Asian British Black/African/Caribbean/Black British Other ethnic group, including Arab Not specified/prefer not to say 106 Glanbia plc | Annual Report and Financial Statements 2023 Number of board members Percentage of the board Number of senior positions on the board (CEO, CFO, SID and Chair) Number in executive management Percentage of executive management 7 6 – 54% 46% – 2 2 – 5 2 – 71% 29% – Number of board members Percentage of the board Number of senior positions on the board (CEO, CFO, SID and Chair) Number in executive management Percentage of executive management 13 – – – – – 100% – – – – – 4 – – – – – 7 – – – – – 100% – – – – – Audit, risk and internal control and remuneration Audit, risk and internal control Risk management and internal control Effective risk management underpins our operating, financial and governance activities. The Board continues to place particular emphasis on monitoring both principal and emerging risks and regularly monitors the risk management framework to ensure risks are being appropriately mitigated and new risks identified. While the Board has ultimate responsibility for determining the Group’s risk profile and risk appetite, the Board has delegated responsibility for reviewing the design and implementation of the Group’s risk management and internal control systems to the Audit Committee. These systems are designed to manage, rather than eliminate, the risk of failure to achieve business objectives and provide reasonable, but not absolute, assurance against material misstatement or loss. During the year, the Board considered the Group’s key risk reports and received updates from the Chair of the Audit Committee on the programme of risk presentations from key risk managers across the Group. This work provided a comprehensive insight into how key risk exposures are managed and better informs the Board in its evaluation of progress against strategic objectives of the business. The Board and management are satisfied that appropriate risk management and internal control systems are in place throughout the Group. The Risk Management Report is contained on pages 72 to 85. Going concern Glanbia’s business activities, together with the main factors likely to affect its future development and performance, are described in the Strategic Report on pages 1 to 85. After due consideration and review, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for a period of at least 12 months from the date of approval of the Financial Statements. The Group therefore continues to adopt the going concern basis in preparing its Financial Statements. The full Going Concern Statement is contained on page 84. Long-term viability statement In accordance with the Code and Listing Rule 6.1.82(3) of Euronext Dublin Listing Rules, the Directors have assessed the viability of the Group and its ability to meet its liabilities as they fall due over a period extending to 2026, taking into account the Group’s current financial position, the Group’s strategy and business model and the potential impact arising from the principal risks and uncertainties. The factors considered in assessing the long- term prospects are detailed on pages 84 to 85. Having considered these factors, the Board assessed the prospects and viability of the Group in accordance with the Code requirements. The Board has a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of the assessment. The full viability statement is contained on pages 84 to 85. Fair, balanced and understandable The Directors have concluded 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 Group and the Company position, performance, business model and strategy. This evaluation was supported by the Audit Committee as outlined in its Report on pages 111 to 112. Adequate accounting records The Directors are responsible for keeping adequate accounting records that are sufficient to correctly record and explain the transactions of the Company or enable, at any time, the assets, liabilities, financial position and profit or loss of the Company to be determined with reasonable accuracy, enable the Directors to ensure that the Financial Statements comply with the Companies Act 2014, and, as regards the Group Financial Statements, Article 4 of the IAS Regulation, enable those Financial Statements to be audited. The Directors, through the use of appropriate procedures and systems, have also ensured that measures are in place to secure compliance with the Company’s and the Group’s obligation to keep adequate accounting records. These accounting records are kept at Glanbia House, Kilkenny, R95 E866, Ireland, the registered office of the Company. Accountability and audit Directors’ responsibilities for preparing the Financial Statements for the Company and the Group are detailed on pages 166. The Independent Auditor’s Report details the respective responsibilities of Directors and the statutory auditor. Statutory Auditor The statutory auditor, Deloitte Ireland LLP, continues in office in accordance with section 383(2) of the Companies Act 2014. Deloitte (who was succeeded by Deloitte Ireland LLP) was originally appointed on 27 April 2016. Disclosure of information to statutory auditor In accordance with the provisions of section 330 of the Companies Act 2014, each of the persons who are Directors of the Company at the date of approval of this Report confirms that: • so far as the Director is aware, there is no relevant audit information (as defined in the Companies Act 2014) of which the statutory auditor is unaware; and • the Director has taken all the steps that he/she ought to have taken as a Director to make himself/herself aware of any relevant audit information (as defined) and to ensure that the statutory auditor is aware of such information. Remuneration The Remuneration Committee’s agenda continued to apply focus to the key matters of Group and individual Executive Director performance and the consideration of appropriate targets for 2024 and beyond. Our aim is to ensure that our remuneration policies and practices remain competitive within our industry to attract, retain and motivate high quality and committed people who are critical to the future development and growth of the Group. Details of 2024–2026 Remuneration Policy and the work of the Remuneration Committee can be obtained in the Remuneration Report. Glanbia plc | Annual Report and Financial Statements 2023 107 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONCorporate Governance Report continued Audit, risk and internal control and remuneration continued UK Corporate Governance Code Board Leadership and Company Purpose Division of Responsibilities Composition Succession and Review Audit Risk and Internal Controls Remuneration Irish Corporate Governance Annex Board Composition Board Appointments Board Review Board Election or Re-election Audit Committee Remuneration Section 1373 Companies Act 2014 Applicable Codes Departures from the Codes Risk Management and Internal Control Takeover Regulations Shareholder Information Board and Committees pages 88-100 101 102-106 107, 109-115 126-149 pages 102-106 102-106 105 106, 150 109-115 126-149 pages 89 89 72-85, 112-113 150-151 261-264 86-149 Compliance statements Directors’ compliance statement It is the policy of the Company to comply with its relevant obligations (as defined in the Companies Act 2014). The Directors have drawn up a compliance policy statement as defined in section 225(3)(a) of the Companies Act 2014. Arrangements and structures have been put in place that are, in the Directors’ opinion, designed to secure a material compliance with the Company’s relevant obligations. These arrangements and structures were reviewed by the Company during the financial year. As required by section 225(2) of the Companies Act 2014, the Directors acknowledge that they are responsible for the Company’s compliance with the relevant obligations. In discharging their responsibilities under section 225, the Directors relied on the advice of third parties whom the Directors believe have the requisite knowledge and experience to advise the Company on compliance with its relevant obligations. Corporate governance statement During 2023 the Group was subject to the Codes. Our Corporate Governance Statement can be found on page 89. The Financial Reporting Council (“FRC”) is responsible for the publication and periodic review of the Code, which can be found on the FRC website: www.frc.org.uk Euronext Dublin is responsible for the publication and periodic review of the ISE Annex, which can be found on the Euronext website: www.euronext.com Our approach to corporate governance and how we apply the principles of the Codes is set out in this Corporate Governance Report, the Board and senior management section, the non- Financial Reporting Statement, Task Force on Climate-Related Financial Disclosures Report and the Risk Management Report (all of which are deemed to be incorporated in this Corporate Governance Report). The Reports from the Chairs of the Audit, ESG, Nomination and Governance and Remuneration Committees highlight the key areas of focus for, and the background to, the principal decisions taken by those Committees, which form an integral part of our governance structure. A fair, balanced and understandable assessment of the Group’s position and prospects is set out in the Strategic Report on pages 1 to 85. The Strategic Report also includes other important information relating to Governance including our approach to People, Sustainability and Stakeholders. Other Statutory Information contains certain other information required to be incorporated into this Corporate Governance Statement. All of these statements are deemed to be incorporated in the Corporate Governance Statement. 108 Glanbia plc | Annual Report and Financial Statements 2023 Audit Committee Report Maintaining effective control oversight Paul Duffy Audit Committee Chair Committee members and Committee tenure P Duffy (Chair) J Lodge I Haaijer K Underhill Appointed to the Committee Number of full years on the Committee 17 Jun 21 20 Jan 21 17 Aug 22 17 Aug 22 2 3 1 1 See pages 90-91 for more information on current Audit Committee members. Allocation of time Financial and corporate governance activities Statutory Auditor Risk management and internal controls Internal Audit Other Terms of reference The full terms of reference of the Audit Committee can be found on the Group’s website: www.glanbia.com or can be obtained from the Group Secretary and Head of Investor Relations. Key responsibilities Protecting the interests of shareholders by monitoring the integrity of corporate and financial reporting, internal control, risk management and audit quality. Reviewing and reporting to the Board the significant financial reporting issues and judgements made in preparing the Group’s Financial Statements, interim reports, and related formal statements. Reviewing the appropriateness and consistency of the accounting policies applied in preparing the Group’s Financial Statements. Advising the Board whether the Annual Report and Financial Statements, is fair, balanced and understandable and provides the information for shareholders to assess the Group’s position and performance, business model and strategy. Assisting the Board in its responsibilities in monitoring and reviewing the effectiveness of the Group’s systems of risk management and internal control and assessing the emerging and principal risks facing the Group. Reviewing reports from specialist functions to identify issues that may have a material impact to the Group. Monitoring key initiatives aimed at enhancing the Group’s IT and cyber security capabilities and actively engaging in the refinement of the Group’s ESG disclosure requirements. Advising the Board of any material uncertainties that may impact the Group’s ability to continue as a going concern and the appropriateness of the Group’s long-term viability statement. Overseeing the statutory auditor relationship in line with the Group Auditor Relationship and Independence Policy. Approving the statutory auditor’s terms of engagement and remuneration. Making recommendations to the Board in relation to the appointment, re- appointment and removal of the Group’s statutory auditor. Monitoring the operation and reviewing the effectiveness of the Internal Audit function. Assessing the Group’s procedures for fraud prevention and detection and supporting the Board in assessing the Group’s whistleblowing arrangements. Glanbia plc | Annual Report and Financial Statements 2023 109 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION Audit Committee Report continued Dear shareholder, As Chair of the Audit Committee, I am pleased to present the Committee’s report for the year ended 30 December 2023. This report provides an overview of the Committee’s principal activities during the year, its role in ensuring the integrity of the Group’s published financial information and an outline of the Committee’s priorities for the year ahead. Responsibilities The Audit Committee is responsible for monitoring the integrity of the Group’s Financial Statements and for assisting the Board in determining 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 Group’s position and performance, business model and strategy. The work performed in this regard and our engagement with the statutory auditor is detailed on pages 111 to 115. The Audit Committee also supports the Board in monitoring and reviewing the effectiveness of the Group’s risk management and internal control systems and for ensuring a robust assessment of the emerging and principal risks facing the Company is performed. The Audit Committee, together with the Board, are closely monitoring the key risks that could materially and adversely affect the Group’s ability to achieve its strategic objectives, particularly those whose probability of occurrence and extent of impact are elevated by the consequences of the ongoing macroeconomic uncertainty and escalating geopolitical tensions. During the year, the Group has identified and assessed our climate-related risks and opportunities and continue to monitor and embed the identified impacts within our governance, operations and strategic model and risk management system. The progress and approach taken is consistent with the recommendations of the TCFD and the UK FCA’s Listing Rule 9.8.6R requirements. These are discussed in detail in the TCFD Report on pages 64 to 70. The Audit Committee has also assessed with management the impact of climate-related matters on the Group’s Financial Statements (see Note 2). The Audit Committee actively oversees the regulatory environment to ensure the Group provides stakeholders with consistent, comparable and reliable information on ESG matters. The Audit Committee continues to monitor the Group’s preparation to comply with the upcoming mandatory ESRSs applicable to Glanbia. Engagement In fulfilling its key oversight responsibilities, the Audit Committee engaged regularly with management, Group Internal Audit (“GIA”) and the statutory auditor to ensure timely and accurate information was consistently provided to the Audit Committee. Our engagement with the GIA function and the statutory auditor is detailed on pages 113 and 115 together with an explanation of how the Audit Committee has reviewed and monitored the independence, objectivity and effectiveness of the external audit and the appropriateness of the provision of non-audit services to the Group in line with the Group Auditor Relationship and Independence Policy. The Audit Committee is satisfied, based on the evidence obtained throughout the external audit process, including its review of the key audit risk areas, and the work undertaken by the statutory auditor to address those risks, that a robust, effective and efficient process is evident across the Group. Audit tender While the Committee is satisfied that the current statutory auditor is both independent and objective, regulations require the mandatory rotation of the auditors of public interest entities (“PIEs”) at least every 10 years. Deloitte Ireland LLP will reach this 10 year limit in April 2026. As such, the Audit Committee considers that it is appropriate to initiate a tender process in 2024 in order to prepare for an appropriate transition. Priorities for 2024 The Audit Committee’s key priorities for 2024 include: • ensuring the Group’s Financial Statements are accurate and reflect the balanced and consistent application of financial and non- financial reporting requirements; • providing independent challenge and oversight of areas of key judgement or estimation; • maintaining focus on impairment testing methodology, inputs, assumptions, sensitivity analysis and results; • monitoring the progress made by management on the planned implementation of a new financial consolidation technology in 2024 which will be completed in 2025; 110 Glanbia plc | Annual Report and Financial Statements 2023 • overseeing the processes in place to ensure effective oversight of ESG activities and other non-financial disclosures; • monitoring the Group’s principal risks and uncertainties including potential negative ripple effects of continued economic uncertainty exacerbated by the escalating geopolitical tensions, rapidly accelerating technological changes, and possible slowdown in consumer demand; • receiving direct presentations from management to ensure that effective risk management processes are implemented to address key risk areas in a manner consistent with the Group’s risk appetite; • overseeing the audit tender process; • considering the impacts of the recently revised UK Corporate Governance Code and its potential impact on Glanbia processes and internal controls; • maintaining oversight on the challenges posed by geopolitical tensions and impending election cycles and their potential impact on our business, principal risks, cash flow, accounting disclosures and financial controls; and • ensuring that robust due diligence is performed, acquisition integration is closely monitored and post completion reviews are conducted for all material investments. Review of Audit Committee performance The Audit Committee assessed its performance covering its terms of reference, composition, procedures, contribution, and effectiveness. As a result of that assessment, the Board and Audit Committee are satisfied that the Audit Committee is functioning effectively and continues to meet the requirements of its terms of reference. This view was supported by the external review of the Board and its Committees. On behalf of the Audit Committee Paul Duffy Audit Committee Chair Governance Committee membership The Audit Committee was in place throughout 2023. At present, the Audit Committee is comprised of four Independent Non-Executive Directors, Paul Duffy (Chair of the Audit Committee), Jane Lodge, Ilona Haaijer and Kimberly Underhill. Two members constitute a quorum. The Group Secretary and Head of Investor Relations acts as secretary to the Audit Committee. Membership is reviewed annually by the Chair of the Audit Committee and the Group Chairman who recommend new appointments to the Nomination and Governance Committee for consideration and onward recommendation to the Board. The Board is satisfied that the Audit Committee, as a whole, meets the requirements for recent and relevant financial experience, as set out in the UK Corporate Governance Code 2018. The Board is also satisfied that the Audit Committee, as a whole, has competence relevant to the sector in which the Group operates including a wide range of skills, expertise and experience in financial and commercial matters arising from the senior positions they hold or held in other organisations as set out in their biographical details on pages 90 and 91. Given the evolving ESG regulatory environment, an ESG training session was delivered to the members of the Audit and ESG Committees in January 2024 focused on ESG reporting obligations and Committee responsibilities under the current and future regulatory landscape. Meetings The Audit Committee meet with the statutory auditor, without other executive management being present, on an annual basis to discuss any issues which may have arisen in the year under review. This meeting was held in February 2024 to review the findings from the audit of the 2023 Financial Statements. The Group Head of Internal Audit also has direct access to the Chair of the Audit Committee. After each Audit Committee meeting, the Chair of the Audit Committee reports to the Board on the key issues which have been discussed. The allocation of time across each of the key Audit Committee activities is set out on page 109. The Audit Committee met eight times during the year ended 30 December 2023. The Chief Executive Officer, Chief Financial Officer, Group Secretary and Head of Investor Relations, Group Head of Internal Audit, Group Financial Controller and representatives of the statutory auditor are invited to attend all meetings of the Audit Committee. Where required other key executives or members of the senior management team are invited to attend meetings and individuals with specialist technical knowledge when required to provide a deeper insight on agenda items related to the Group’s principal risks. Training was also delivered to the Committee members focused on ensuring the effective operation of the Audit Committee in line with its duties from a statutory basis as well as the Irish and UK listing requirements. Audit Committee key activities Financial reporting and significant financial judgements As part of the Audit Committee’s role, the Committee reviewed the Interim Management Statements, the Interim and Annual Consolidated Financial Statements and all formal announcements relating to these statements before submitting them to the Board with a recommendation to approve. These reviews were focused on but not limited to: • the appropriateness and consistency of application of accounting policies, practices and proposed disclosures; • compliance with financial reporting standards and corporate governance requirements including compliance with climate-related disclosures; • reviewing the application of the transition from a euro presentation of consolidated financial statements to a US dollar presentation in 2023; and • significant areas in which estimation or judgement had been applied in the preparation of the Financial Statements. The GIA team contribute to the assurance process by reviewing compliance with internal control processes including the review of the Group’s internal financial controls. The statutory auditor presents its findings to the shareholders as the owners of the business, and its report can be found on pages 169 to 179. As outlined in our accounting policies on page 187, the Group has adopted an income statement format that seeks to highlight significant items within the Group results for the year (“exceptional items”). Judgement is applied by the Directors in assessing the particular items which by virtue of their scale and nature should be disclosed in the Income Statement and Financial Statement notes as exceptional items. Several significant items have been highlighted as exceptional items in both 2022 and 2023 and the Audit Committee is satisfied that this is appropriate and consistent with the Group’s policy in this area. The table on page 114 sets out the 2023 significant financial reporting judgements and disclosures and how the Audit Committee addressed these matters. The Audit Committee considered the Directors’ Responsibility Statement and the Group’s principal risks and uncertainties within the 2023 Annual Report and Financial Statements and the half-year results and were satisfied with the adequacy of the disclosures. Geopolitical risk The Audit Committee has supported the Board in closely monitoring the risks associated with the escalating geopolitical tensions particularly the ongoing war in Ukraine, the conflict in the Middle East and tensions between China and Taiwan where any potential conflict, economic sanctions or trade rulings could impact the growth objectives of the Group. To date, there has been no material impact to the Financial Statements arising from these conflicts, however this is being maintained under review as the year progresses. The Audit Committee together with the Board are also monitoring the impending elections in the US and our other core international locations that could bring short-term uncertainty and instability in the markets in which we operate. The impact of the above on the Group’s principal risks is discussed in the Risk Management Report and principal risks and uncertainties on pages 72 to 83. Fair, balanced and understandable At the request of the Board, the Audit Committee reviewed the contents of the Annual Report and Financial Statements to ensure that when taken as a whole, it is fair, balanced and understandable, and provides the information necessary for shareholders to assess the company’s position, performance, business model and strategy. In satisfying this responsibility the Audit Committee considered the following: • the documented process and timelines for the coordination, preparation and review of the Annual Report and Financial Statements; • a dedicated project manager was in place to drive adherence to deadlines, reporting standards and consistency Glanbia plc | Annual Report and Financial Statements 2023 111 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONAudit Committee Report continued and this is aligned with the external audit process undertaken by Deloitte Ireland LLP; • the senior finance management and executive team review and approval procedures; • the key process milestones, to ensure the draft Annual Report and Financial Statements were available to the Audit Committee in sufficient time to facilitate adequate review and effective challenge at the meeting; • management presented a detailed report to the Audit Committee outlining the process by which they assessed the narrative, financial sections and disclosures of the 2023 Annual Report to ensure that the criteria of fair, balanced and understandable has been achieved; • together with the ESG Committee, disclosures on ESG related matters including the TCFD report and other climate disclosures were discussed in detail; and • the effectiveness of the key features of internal control. Having considered the above, in conjunction with the regular updates the Audit Committee receives from management and the reports received from the statutory auditor, Deloitte Ireland LLP, the Committee confirmed to the Board 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 Group and the Company position, performance, business model and strategy. Going Concern and Viability Statements The Audit Committee reviewed the draft Going Concern and Viability Statements prior to recommending them for approval by the Board. These statements are included in the Risk Management report on pages 84 and 85. This review included assessing the effectiveness of the process undertaken by the Directors to evaluate going concern, including the impacts of the current environment of economic uncertainty and any significant impacts of climate risks, and the analysis supporting the Going Concern Statement and disclosures in the Financial Statements. The Audit Committee and the Board consider it appropriate to adopt the going concern basis of accounting with no material uncertainties as to the Group’s ability to continue to do so. The Audit Committee also reviewed the Long-term Viability Statement which is supported by the work conducted in the strategy and budget review in December 2023 and the Board’s ongoing review of monthly and year-to-date business performance versus budget and forecast. Further detail is provided within the Viability Statement on pages 84 and 85. Directors’ Compliance Statement The Audit Committee considered the requirements of the Irish Companies Act 2014 in relation to the Directors’ Compliance Statement and received a report from senior management on the review undertaken during the financial year of the compliance structures and arrangements in place to ensure the Company’s material compliance with its relevant obligations. On the basis of this review, the Audit Committee confirmed to the Board that it is satisfied that appropriate steps have been undertaken to ensure that the Company is in material compliance with its relevant obligations. Risk management and internal control systems The Audit Committee receives regular Group key risk summary reports, prepared by the Internal Audit team, tracking residual key risk exposures which allows the Audit Committee to assess the appropriateness of management’s action plans to ensure the Board’s risk appetite is not exceeded and to remain alert to emerging risks as they are identified through the review process. The Risk Management Report on pages 72 to 85 sets out the detailed steps in the process and the Group’s principal risks. The Audit Committee’s risk management focus during 2023 included: • reviewing and approving the assessment of the principal risks and uncertainties that could impact the achievement of the Group’s strategic objectives as outlined on pages 76 to 83; • reviewing the disclosures in relation to the scenario analysis that was carried out for each of the material climate- related risks and opportunities as outlined in the TCFD and the progress that the Group is making on TCFD recommendations which are disclosed in detail on pages 64 to 70; • reviewing Group Finance papers which considered the impact of climate change on the Group Financial Statements which includes details of the TCFD requirements, as outlined on pages 64 to 70 and accounting policy Note 2 to the Financial Statements. During the year, Group Finance and the statutory auditors provided the Audit Committee with regular updates on the evolving legislative and external reporting requirements including double-materiality and climate- related risk disclosures; • reviewing and assessing management’s transition from a euro presentation of consolidated financial statements to a US dollar presentation in 2023 as outlined in the Chief Financial Officer’s review on pages 40 to 45 and Note 2 to the Financial Statements; • receiving a presentation from the Group Treasury team on the current Group financing position following the completion of the 2022 re-financing exercises and the broader Group Treasury risks; • a consideration of the detailed Business Unit performance updates on Group investments and the impairment review methodology and outcomes outlined in Note 16; • receiving updates from management and the external auditors on developments with regard to the recently published revised UK Corporate Governance Code; • continued focus on developing a • receiving updates from the Group detailed understanding of the risks within each of the core functions, our improvement opportunities and areas of emerging risk exacerbated by the escalating geopolitical tensions and macroeconomic uncertainty; Head of Internal Audit outlining areas of non-compliance with Group policies and control deficiencies identified during the year, fraud investigation reports and management actions to address the weaknesses noted; • receiving risk presentations from a • assessing the Group’s risk number of Group functional leads, in particular Group IT on the progress of the Group’s IT strategy and its response to cyber security risks. Cyber security remains a major focus for the Audit Committee given the ever- increasing risks in this area at a global level. The Audit Committee received updates on information security matters from Group IT. The Chair of the Audit Committee updated the Board on the IT discussions on each occasion; management and internal control systems in line with the Financial Reporting Council guidance on risk management and internal control; and • reviewing reports from the statutory auditor in respect of significant financial accounting and reporting issues, key matters arising from the statutory audit together with management’s plans in place to address any internal control weaknesses noted. 112 Glanbia plc | Annual Report and Financial Statements 2023 is available on the Company’s website www.glanbia.com and on our Group intranet. The Audit Committee receives bi-annual updates from the Group Secretary and Head of Investor Relations providing an overview of how concerns raised are categorised, investigated, monitored and reported, together with a review of the main themes, issues and resolution actions arising. The Group’s Speak Up Policy is regularly updated to reflect evolving regulatory and best practice requirements. The Group’s Anti-Bribery & Corruption Policy, Group Code of Conduct, Supplier Code of Conduct, Slavery and Human Trafficking Statement, Group Human Rights Policy, Group Animal Welfare Policy and Anti-Money Laundering & Counter Terrorist Financing Policy seek to further strengthen the Group’s fraud prevention procedures. A training module to support the Supplier Code of Conduct was launched in 2023, together with the continued roll out of the Group’s Code of Conduct training to employees on a phased basis. Management also provided externally facilitated training on the Group’s Anti-Money Laundering & Counter Terrorist Financing Policy to the relevant internal teams during the year. Management, with the support of GIA, have formalised and enhanced the existing fraud risk management policies and processes, to help ensure a robust fraud prevention programme is implemented across the Group. A fraud risk assessment was completed in 2023 and approved by the Audit Committee and Board. The Audit Committee concluded, and confirmed to the Board, that it was satisfied that the Group’s whistleblowing and other fraud prevention and detection procedures, including the GIA function’s activities, are adequate and allow for the proportionate and independent investigation of such matters and appropriate follow up action. The Audit Committee, having assessed the above information, is satisfied that the Group’s systems of internal control and risk management are operating effectively and has reported that opinion to the Board who has conducted its own review and is also satisfied that these systems are operating effectively. Internal audit To fulfil its responsibilities for monitoring and reviewing the operation and effectiveness of the GIA function, the Audit Committee: • approved the GIA Charter and annual risk-based work plan including any amendments to ensure the plan remains dynamic to address business challenges, changes to current and emerging areas of key Group risks and the changing business environment; • ensured that it is adequately resourced with a strong mix of skills and expertise capable of conducting effective internal audits, IT audits and special investigations; • satisfied itself that the GIA function is appropriately resourced and where additional skills or expertise are required, the Group Head of Internal Audit makes the necessary arrangements to complement the in- house team; • reviewed the team’s use of technology including the audit management system and data analytics tools, processes, techniques and plans to ensure the effectiveness of internal audit processes and oversight of risks; • received regular reports from the Group Head of Internal Audit covering team development, progress against the audit plan, amendments required and best practice risk management procedures. This included receiving updates on the activities performed in line with the quality assurance and improvement programme policy (“QAIP”) that is designed to ensure that GIA performs its work in accordance with its Charter, which is consistent with the Institute of Internal Auditors (“IIA”) International Standards for the Professional Practice of Internal Auditing, Definition of Internal Auditing and Code of Ethics; and • received an update on the results of GIA’s internal quality assessment, prepared as part of the QAIP, which confirmed that the GIA function continues to be in general compliance with the IIA Standards with no material issues identified. The next external quality assessment of the GIA function is not due until 2027, as per the IIA standards. GIA refreshed the combined assurance mapping exercise that was completed in February 2023 to identify any changes in potential assurance gaps and avoid duplication of assurance effort. The output of the exercise was presented to the Audit Committee and while it did not identify any significant improvement opportunities, it provided greater detail to allow the Audit Committee to further progress the Group’s overall assurance model. GIA also maintained its focus on principal risks, which included cyber threat and information security, legal and regulatory compliance, ESG data reporting and technology failure. Audit results are reported to the Audit Committee to allow the Committee to have an integrated view on the way risks are managed. Management is responsible for ensuring issues raised by GIA are addressed within the agreed timeframe, and the Audit Committee reviews the status of actions periodically throughout the year to ensure they are completed on a timely basis. The Group Head of Internal Audit routinely meets with the Chair of the Audit Committee, to review the meeting agendas, draft papers and to ensure that the overall Audit Committee work plan remains aligned to the current and emerging areas of key Group risk. Where required, the relevant Board or Audit Committee agendas are amended to include items that require more detailed consideration, typically by a direct presentation to the Audit Committee or Board by the relevant Business Unit or functional lead. On the basis of the above, the Audit Committee concluded that the GIA function was performing well and is satisfied that the quality, experience and expertise of the function is appropriate for the Group. The Audit Committee continues to encourage effective coordination among the internal assurance providers, external and internal audit teams to maximise the benefits from coordinated activities and ensures that this is in place. Whistleblowing and fraud The Board has delegated responsibility to the Audit Committee for ensuring that the Group maintains suitable arrangements for its employees to raise concerns, in confidence, about possible wrongdoing in financial reporting and other matters. These arrangements are outlined in our Code of Conduct which Glanbia plc | Annual Report and Financial Statements 2023 113 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONAudit Committee Report continued 2023 significant financial reporting judgements and disclosures The areas considered and the actions taken by the Audit Committee in relation to the 2023 Annual Report are outlined in the table below. For each area, following its enquiries, the Audit Committee was satisfied with the key assumptions made, the accounting treatment applied and the disclosures in the Financial Statements. Key financial judgement and disclosures How the Audit Committee addressed these matters Impairment review of goodwill and intangibles Judgement decisions largely relate to the assumptions used to assess the value-in-use of the CGUs being tested. These assumptions typically include short and long- term business and macroeconomic projections, cash flow forecasts and associated discount rates. • Management provided the Audit Committee with detailed reports to support the recoverable value of the balances included in Note 16 to the Financial Statements including an overview of the weighted average cost of capital methodology applied and an analysis of the level of headroom between the carrying value of the asset and the value-in-use; • The Audit Committee considered the Group’s cash generating units (“CGUs”) and is satisfied that the updated CGUs reflect the interdependencies of cash inflows within the Group and how management monitors operations; • The Audit Committee reviewed and discussed the reports with management and challenged the application of management’s methodology, the appropriateness of the assumptions made for future cash flows, discount rates, terminal values and growth rates, and the achievability of the business plans with consideration of different scenarios; • The Audit Committee considered the updates made to assumptions and Financial Statement disclosures as a result of management’s assessment of the impact of macroeconomic factors and climate related matters on forecasted business performance and cash flows as disclosed in Note 16 to the Financial Statements, and the extent of sensitivity disclosures provided; • The Audit Committee considered the potential impacts of relevant geopolitical tensions, macroeconomic uncertainty, and climate change on the Group’s businesses and valuation assumptions; and • The Audit Committee considered the output from the sensitivity analysis performed at 2023 year-end, and in particular, noted that based on the conclusions of the impairment process completed, no impairment was identified. Exceptional items Judgement decisions relate to the assessment of the items identified as being exceptional in nature and the appropriateness of the presentation in the Financial Statements. • The Audit Committee reviewed the nature of the exceptional items identified and the effectiveness of the process that requires all exceptional items to be pre-approved. After a detailed review and consideration of the disclosures, the Audit Committee is satisfied that the treatment is in line with the Group policy, consistently applied across years and appropriately presented in the Financial Statements with sufficient detail to allow users of the Financial Statements to understand the nature and extent of the exceptional items and how they arose. Further details on the exceptional items identified in 2023 are included in Note 6 to the Financial Statements. Revenue recognition Revenue is a risk given the inherent complexity of IFRS 15 accounting requirements, the nature of some customer relationships and the adjustments recorded to ensure the basis of year-end rebate provisions are appropriate. • Within the GPN segment, revenue is recognised net of rebate, discount, deduction and allowance claims where the amounts payable can vary depending on the arrangements made with individual customers and the volume of trade entered into; • Key areas of focus and challenge from the Audit Committee were in relation to the period-end close process and the basis of any significant year-end rebate provisions to ensure they were adequate and appropriate; and • The Audit Committee considered in detail the changes to the commercial arrangements associated with the Group’s remaining joint venture partner that will result in a change in revenue recognition in 2024. Uncertain tax provisions Significant judgement is applied in assessing current and deferred tax exposures in relation to the interpretation of local and international tax laws, tax rates and treaties relating to the Group’s uncertain tax provisions. • The Audit Committee received a presentation from the Chief Financial Officer and the Group Head of Tax on various tax matters including tax structures and controls, the ongoing management of the Group’s system of operation, evolving tax legislation and the status or outcome of any tax authority reviews conducted during the financial period; • The Audit Committee considered the impact of the Group financing arrangements and the Group’s compliance with the legislative requirements in this area; • The Audit Committee received an analysis of movements in the uncertain tax provisions during the year, reviewed the key judgements in relation to the calculation of the uncertain tax provisions, the external professional advice obtained to support the provisions and the Financial Statements disclosure requirements in the current year, including the disclosure of the Group’s impact assessment of Pillar II; and • The Audit Committee challenged management on the key judgements and estimates underpinning both the provisions and disclosures adopted for the most significant components of the taxation liabilities and the underlying assumptions for the recognition of deferred tax assets, principally the availability of future taxable profits and the utilisation period. 114 Glanbia plc | Annual Report and Financial Statements 2023 In summary, the Audit Committee confirms that the policy continues to be effectively implemented. Effectiveness The Chief Financial Officer confirmed that the feedback from the Group and subsidiary finance executives, who had the most interaction with Deloitte Ireland LLP in 2023, remained consistently positive. Overall, the Audit Committee remains satisfied with the effectiveness of the statutory auditor based on: • its own interactions with Deloitte Ireland LLP during Audit Committee meetings. Deloitte Ireland LLP attended all the Audit Committee meetings in 2023 and to date in 2024; • the quality of planning, delivery and execution of the audit; • effectiveness of communications between management and the audit team; • the quality of the reports and presentations received; • the robustness of the challenge provided, particularly in relation to judgemental and complex areas as well as demonstrating professional scepticism and independence; • their technical insight; and • their demonstration of a clear understanding of the Group’s business and its key risks. The Audit Committee’s conclusion that the external audit process was effective was conveyed to the Board. Review of statutory auditor The Audit Committee oversees the relationship with the statutory auditor, including ensuring that the statutory audit contract is put out to tender at least every 10 years. Deloitte (who were succeeded by Deloitte Ireland LLP) were appointed as the Group’s statutory auditor on 27 April 2016 following a formal tender process in 2015. It is anticipated that the next audit tender process will commence in 2024 to help facilitate an appropriate transition commencing in 2025. The Audit Committee reviewed the approach and scope of the annual audit work to be undertaken by the statutory auditor, which included planned levels of materiality, significant risks and key audit matters, the audit of the Group’s core financial IT systems, fraud responsibilities and representations, the proposed audit fee and the approval of the terms of engagement for the audit. The Committee also considered the level of supervision and review by the Group audit team in all component audits. The Audit Committee received a number of updates from Deloitte Ireland LLP with regard to the evolving regulatory requirements for ESG reporting and the recent corporate governance updates including: • ESG’s current landscape and future developments and the importance of achieving an appropriate balance between the climate-related disclosures in the management commentary and the disclosures in the financial statements; • Accounting and Regulatory updates (e.g., IAASA, FRC and IFRS technical updates) and commentary including the investor and regulator expectations of corporate reporting; • Update on International Tax Reform - Pillar II; and • the revised UK Corporate Governance Code. Independence and objectivity of the statutory Auditor To ensure the independence and objectivity of the statutory auditor, the Audit Committee: • maintains and regularly reviews the Group’s Auditor Relationship and Independence Policy; • considers the performance of the statutory auditor each year; • monitors the nature and extent of services provided by the statutory auditor through an annual review of fees paid for audit and non-audit work; • reviews audit partner rotation requirements and assesses their independence on an ongoing basis. In line with regulatory requirements for listed companies, the statutory auditor is required to rotate the audit partner responsible for the Group audit every five years. The current audit engagement partner, Emer O’Shaughnessy was appointed as lead engagement partner for the Group in 2021; • considers the results of IAASA’s 2022 Quality Assurance review of Deloitte Ireland LLP; and • requests the statutory auditor to formally confirm in writing that they are in compliance with relevant ethical and professional guidance and that, in their professional judgement, they are independent from the Group. This confirmation process also provides examples of safeguards that may, either individually or in combination, reduce any independence threat to an acceptable level. Non-audit services The Glanbia Auditor Relationship and Independence Policy includes a clearly defined pre-approval process, subject to defined monetary thresholds, for audit and other services, including a requirement for the business to submit a formal template setting out the details of the services requested, the likely fee level, the rationale for requiring the work to be carried out by Deloitte Ireland LLP rather than another service provider and confirmation that the service requested is not a prohibited service. The provision of all non-audit services which are not prohibited and approved in line with our policy must be ratified by the Audit Committee at the following meeting of the Audit Committee, who also ensures that the total fees for non-audit services will not exceed the defined thresholds and that the defined authorisation process is followed. Fees paid to Deloitte Ireland LLP for audit-related and non-audit related services are analysed in Note 5 to the Financial Statements. The Audit Committee is pleased that this policy continues to be effectively implemented. The Audit Committee confirms that the non-audit related services provided are considerably below the regulatory cap on fees for permitted non-audit services of 70% of average audit fees over a three year period and were provided with appropriate safeguards in place. Glanbia plc | Annual Report and Financial Statements 2023 115 STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATIONTerms of reference The full terms of reference of the Environmental, Social and Governance (“ESG”) Committee can be found on the Group’s website: www.glanbia.com or can be obtained from the Group Secretary and Head of Investor Relations. Key responsibilities Assisting the Board in defining and regularly reviewing the strategy of the Group relating to ESG matters and in setting relevant key performance indicators. Developing and reviewing regularly the policies, programmes, codes of practices, targets and initiatives of the Group relating to ESG matters, ensuring they remain effective and up to date and consistent with good industry practice. Providing oversight of the Group’s management of ESG matters and compliance with relevant legal and regulatory requirements, including applicable rules and principles of corporate governance, and recognised international standards. Reviewing and supporting progress made against the Group’s core ESG strategies including: Environmental Sustainability; Health and Safety; Food Safety and Quality; and Diversity, Equity and Inclusion (“DE&I”). Reviewing the quality and integrity of internal and external reporting of ESG matters and performance to ensure that the Group provides appropriate information, complies with reporting obligations and meets international reporting standards and is transparent regarding its ESG related policies with the investment community. Reporting on these matters to the Board and, where appropriate, making recommendations to the Board. Reporting as required to the shareholders of the Company on the activities and remit of the ESG Committee. Environmental, Social and Governance Committee Report Embedding sustainability across our organisation Dan O’Connor Environmental, Social and Governance Committee Chair Committee members and Committee tenure D O’Connor (Chair)1 D Gaynor1 I Haaijer J Murphy S Talbot2 M Garvey2 Appointed to the Committee Number of full years on the Committee 1 Sep 22 17 Jun 21 1 Sep 22 17 Jun 21 17 Jun 21 1 2 1 2 2 30 Dec 23

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